Exhibit 15.3



Hutchison 3G UK Holdings Limited



Unaudited Special Purpose Financial Statements



Year Ended 31 December 2003



---

Hutchison 3G UK Holdings Limited

Unaudited Special Purpose Financial Statements



Contents



|                                                            |  |  
|----------------------------------------------------------- |  | -
|Consolidated Profit and Loss Account                        |  | 1
|                                                            | 
|Consolidated Balance Sheet                                  |  | 2
|                                                            | 
|Consolidated Cash Flow statement                            |  | 3
|                                                            | 
|Notes to the Unaudited Special Purpose Financial Statements |  | 4



---

Hutchison 3G UK Holdings Limited

Unaudited Special Purpose Financial Statements



Consolidated Profit and Loss Account



|                                            |  |       |  |           |  
|------------------------------------------- |  | ----- |  | --------- | -
|                                            |  | Notes |  | 2003 £000 |  
|Turnover                                    |  | 2     |  | 92,020    |  
|Cost of sales                               |  |       |  | (282,397  | )
|                                            |  |       |  |           |  
|Gross loss                                  |  |       |  | (190,377  | )
|                                            |  |       |  |           |  
|Administrative expenses                     |  | 3     |  | (663,780  | )
|                                            |  |       |  |           |  
|Operating loss                              |  |       |  | (854,157  | )
|Interest receivable and similar income      |  | 7     |  | 14,214    |  
|Interest payable and similar charges        |  | 8     |  | (132,553  | )
|                                            |  |       |  |           |  
|Loss on ordinary activities before taxation |  |       |  | (972,496  | )
|Tax on loss on ordinary activities          |  | 9     |  |          |  
|                                            |  |       |  |           |  
|Loss on ordinary activities after taxation  |  |       |  | (972,496  | )
|                                            |  |       |  |           |  
|Loss for the year                           |  | 19    |  | (972,496  | )
|                                            |  |       |  |           |  



The results relate to activities which
are continuing. The principal activity of the Group is the provision of third generation video multi-media and communication services in the United Kingdom (UK).



The Group has no recognised gains or losses other than the loss for the year as shown above and therefore no separate statement of total
recognised gains and losses has been presented.



There is no difference between
the loss on ordinary activities before taxation and the retained loss for the year stated above and their historical cost equivalents.



The notes on pages 4 to 27 form an integral part of these unaudited special purpose financial statements.



Page 1



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Hutchison 3G UK Holdings Limited

Unaudited Special Purpose Financial Statements



Consolidated Balance Sheet



|                                                       |  |       |  |            |  
|------------------------------------------------------ |  | ----- |  | ---------- | -
|                                                       |  | Notes |  | 2003 £000  |  
|Fixed assets                                           |  |       |  |            |  
|UMTS and other licences                                |  | 10    |  | 4,280,772  |  
|Tangible fixed assets                                  |  | 11    |  | 1,562,557  |  
|                                                       |  |       |  |            |  
|                                                       |  |       |  | 5,843,329  |  
|                                                       |  |       |  |            |  
|Current assets                                         |  |       |  |            |  
|Stock                                                  |  | 12    |  | 56,592     |  
|Debtors                                                |  | 13    |  | 84,512     |  
|Investments in liquid resources                        |  | 22    |  | 343,084    |  
|Cash at bank and in hand                               |  |       |  | 3,690      |  
|                                                       |  |       |  |            |  
|                                                       |  |       |  | 487,878    |  
|Creditors Amounts falling due within one year          |  | 14    |  | (323,759   | )
|                                                       |  |       |  |            |  
|                                                       |  |      
|Net current assets                                     |  |       |  | 164,119    |  
|                                                       |  |       |  |            |  
|Total assets less current liabilities                  |  |       |  | 6,007,448  |  
|                                                       |  |       |  |            |  
|                                                       |  |      
|Creditors Amounts falling due after more than one year |  | 15    |  | (2,757,318 | )
|                                                       |  |       |  |            |  
|                                                       |  |       |  | 3,250,130  |  
|                                                       |  |       |  |            |  
|Capital and reserves                                   |  |       |  |            |  
|Called up share capital                                |  | 18    |  | 4,445,487  |  
|Profit and loss account                                |  | 19    |  | (1,195,357 | )
|                                                       |  |       |  |            |  
|Equity shareholders funds                             |  | 20    |  | 3,250,130  |  
|                                                       |  |       |  |            |  



Page 2



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Hutchison 3G UK Holdings Limited

Unaudited Special Purpose Financial Statements



Consolidated Cash Flow Statement



|                                                                      |  |       |  |            |  
|--------------------------------------------------------------------- |  | ----- |  | ---------- | -
|                                                                      |  | Notes |  | 2003 £000  |  
|Net cash outflow from operating activities                            |  | 21    |  | (589,827   | )
|                                                                      |  |      
|Returns on investments and servicing of finance                       |  |       |  |            |  
|Interest received                                                     |  |       |  | 13,648     |  
|Interest paid                                                         |  |       |  | (97,978    | )
|Loan extension fees paid                                              |  |       |  | (16,298    | )
|                                                                      |  |       |  |            |  
|Net cash outflow from returns on investments and servicing of finance |  |       |  | (100,628   | )
|                                                                      |  |      
|Capital expenditure and financial investment                          |  |       |  |            |  
|Purchase of tangible fixed assets                                     |  |       |  | (254,068   | )
|Purchase of licences                                                  |  |       |  | (13,642    | )
|                                                                      |  |       |  |            |  
|Net cash outflow from capital expenditure and financial investment    |  |       |  | (267,710   | )
|                                                                      |  |      
|Net cash outflow before use of liquid resources and financing         |  |       |  | (958,165   | )
|                                                                      |  |      
|Management of liquid resources                                        |  | 22    |  | (353,218   | )
|                                                                      |  |      
|Financing                                                             |  |       |  |            |  
|Increase in borrowings                                                |  | 23    |  | 1,315,921  |  
|                                                                      |  |       |  |            |  
|Net cash inflow from financing                                        |  |       |  | 1,315,921  |  
|                                                                      |  |       |  |            |  
|Net increase in cash                                                  |  | 22    |  | 4,538      |  
|                                                                      |  |       |  |            |  
|                                                                      |  |      
|                                                                      |  |       |  | 2003 £000  |  
|Reconciliation to net debt                                            |  |       |  |            |  
|                                                                      |  |      
|Net debt at 1 January 2003                                            |  |       |  | (1,392,006 | )
|Increase in net cash                                                  |  | 22    |  | 4,538      |  
|Movement in liquid resources                                          |  | 22    |  | 353,218    |  
|Other non-cash items                                                  |  | 22    |  | (50,239    | )
|Movement in borrowings                                                |  | 22    |  | (1,315,921 | )
|Exchange adjustments                                                  |  | 22    |  | (10,134    | )
|                                                                      |  |       |  |            |  
|Net debt at 31 December 2003                                          |  | 22    |  | (2,410,544 | )
|                                                                      |  |       |  |            |  



The notes on pages 4 to 27 form an
integral part of these unaudited special purpose financial statements.



Page 3



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Hutchison 3G UK Holdings Limited



Notes to the unaudited special purpose financial statements for the year ended 31 December 2003



1 Accounting Policies



(a) Basis of accounting



The unaudited special purpose financial statements have been prepared under the historical cost convention and in accordance with applicable UK Generally Accepted
Accounting Principles (UK GAAP). A summary of the significant UK GAAP accounting policies, which have been applied consistently, is set out below. The unaudited special purpose financial statements for the year ended 31 December 2003 do
not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985.



The unaudited special purpose financial statements have been prepared by Hutchison 3G UK Holdings Limited in order to illustrate the impact on the results of the operations and financial position of the Group as would
be reported under United States of America Generally Accepted Accounting Principles (US GAAP). UK GAAP differs in certain significant respects from US GAAP as set out in Note 27 of the notes to the unaudited special purpose financial
statements.



Use of estimates



The preparation of financial statements requires management to make estimates and
assumptions that affect; reported amounts of assets and liabilities, disclosure and valuation of contingent assets and liabilities and the reported amounts of income and expenditure. Actual results may differ from estimates included in the financial
statements. Estimates are used when accounting for certain items such as provision for bad and doubtful debtors, depreciation, amortisation and impairment of tangible and intangible fixed assets, and valuation of inventory.



Basis of consolidation



The consolidated financial statements for the year ended 31 December 2003 consolidate the accounts of Hutchison 3G UK Holdings Limited
(the Company) and its subsidiary undertaking, Hutchison 3G UK Limited, together named the Group.



(b) Turnover



Turnover represents amounts earned for services provided to customers, net of value added tax. Turnover from third generation video mobile multi-media and communication services comprises amounts charged to customers
in respect of monthly access charges, airtime usage, messaging, the provision of other mobile telecommunication services, including data services and information provision, and revenues from the sale of handsets.



Access charges and airtime used by contract customers are invoiced and recorded as part of a
periodic billing cycle and recognised as turnover over the related access period. Unbilled turnover resulting from services already provided from the billing cycle date to the end of each period is accrued, and unearned monthly access charges
relating to periods after each accounting period are deferred.



Revenues from
sales of telecommunications equipment, net of rebates and discounts are recognised upon activation of the customer.



The total consideration on arrangements with multiple revenue-generating activities is allocated to each separate component (mobile handset and the service) based on
their relative fair values. The revenue from the sale of mobile handset is recognised upon activation of the customer. The revenue from the rendering of services is recognised over the period of the contract.



Page 4



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Hutchison 3G UK Holdings Limited



Notes to the unaudited special purpose financial statements for the year ended 31 December 2003



Accounting Policies (continued)



(b) Turnover (continued)



Revenue from data services and information provision is recognised when the Group has
performed the related service and depending on the nature of the service is recognised either at the gross amount billed to the customer or the amount receivable by the Group as commission for facilitating the service.



(c) Research and development



Expenditure on research and development is charged to the profit and loss account in the
year in which it is incurred with the exception of expenditure on the development of products and services where the outcome of those projects are assessed as being reasonably certain as regards commercial viability and technical feasibility. As at
31 December 2003 no development expenditure had been capitalised.



(d)
Customer acquisition costs



Customer acquisition costs, which include the
commission costs associated with acquiring new subscribers and other incremental costs of customer acquisition, are charged to the profit and loss account as incurred. Customer acquisition costs are included in Cost of sales.



(e) Pension costs



The Group contributes to a defined contribution personal pension plan in respect of its employees. Pension costs are charged to the profit
and loss account in the year to which the contributions relate.



(f) Foreign
currency transactions



Transactions denominated in foreign currencies are
translated at the rate prevailing at the time of the transaction. Monetary assets or liabilities denominated in foreign currencies, which are held at the end of the year, are translated at the year-end rate of exchange. Exchange differences on
monetary items are taken to the profit and loss account.



(g) UMTS and other
licences



The Universal Mobile Telecommunication System (UMTS)
and other licences are stated at cost and amortised from the later of the start of the licence period and the date when the licence is available for use, to the end of the licence period on a straight-line basis. Licence amortisation is included in
Administrative expenses.



In accordance with FRS 10 and FRS 11,
regular reviews are conducted on the licences carrying values and where impairment is judged to have occurred a provision is made for diminution in value and charged to the profit and loss account in that period.



Page 5



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Hutchison 3G UK Holdings Limited



Notes to the unaudited special purpose financial statements for the year ended 31 December 2003



Accounting Policies (continued)



(h) Fixed assets and depreciation



Tangible fixed assets are stated at cost of acquisition or at construction cost, less
accumulated depreciation. The cost of fixed assets includes only those costs directly attributable to bringing the asset into working condition for its intended use, including associated borrowing costs.



Assets held under leases or other arrangements, which confer rights and obligations similar
to those attaching to owned assets, are capitalised as tangible fixed assets.



Tangible fixed assets are depreciated on a straight-line basis over their estimated useful lives from the time they are brought into use at the following rates:



|                       |  |                                                  
|---------------------- |  | -------------------------------------------------
|Leasehold improvements |  | over the lease term or the useful life if shorter
|Plant and equipment    |  | 10% - 33.3%                                      
|Network infrastructure |  | 5% - 10%                                         



Payments on account and assets in the
course of construction are not depreciated.



In accordance with FRS 11 tangible
fixed assets are tested for impairment if and when an event that might adversely affect their values has occurred. Where impairment is judged to have occurred a provision is made for diminution in value, and charged to the profit and loss account in
that period.



(i) Leased assets



Where the Group has substantially all the risks and rewards of ownership of an asset subject
to lease, that lease is treated as a finance lease with the equivalent cost recorded as both a fixed asset and a liability. Depreciation is provided in line with the Group accounting policy for the underlying assets. Finance charges, included in
interest, are allocated over each lease to produce a constant rate of charge on the outstanding balance.



All other leases are accounted for as operating leases and the rental costs are charged to the profit and loss account on a straight-line basis over the term of the lease.



(j) Deferred taxation



Deferred tax is provided in full on all timing differences, which result in an obligation at the balance sheet date to pay more tax, or a
right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods
different from those in which they are included in the financial statements. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered. Deferred tax assets and liabilities are not
discounted.



(k) Finance costs



Costs incurred in raising debt finance are deducted from the amount raised and amortised
over the life of the debt facility to produce a constant rate of financing charge.



Page 6



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Hutchison 3G UK Holdings Limited



Notes to the unaudited special purpose financial statements for the year ended 31 December 2003



Accounting Policies (continued)



(l) Stock



Stock is valued at lower of cost and net realisable value, less provision for obsolescence. Cost includes expenditure that has been incurred
in the normal course of business in bringing the product or service to its present location and condition.



(m) Debtors



Debtors are stated at the
invoiced amount less provisions for accounts that are estimated by management to be doubtful. Provisions are maintained in respect of bad and doubtful debts for estimated losses resulting from the inability of customers to make required payments.
Estimates are based on the ageing of the debt balances and historical experience.



(n) Liquid resources



Liquid resources include surplus cash
which is placed on short term deposit which is disposable without curtailing or disrupting the business and are either readily convertible into known amounts of cash at or close to their carrying values or traded in an active market. At 31 December
2003, all of the Groups liquid resources comprise short-term money market deposits.



2 Segmental reporting



The Groups
activities consist solely of the provision of third generation video mobile multi-media and communication services in the United Kingdom.



The Groups turnover comprises:



|          |  |          
|--------- |  | ---------
|          |  | 2003 £000
|Services  |  | 41,797   
|Equipment |  | 45,528   
|Other     |  | 4,695    
|          |  |          
|          |  | 92,020   
|          |  |          



Page 7



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Hutchison 3G UK Holdings Limited



Notes to the unaudited special purpose financial statements for the year ended 31 December 2003



3 Administrative expenses (including amounts capitalised)



|                                                        |  |          
|------------------------------------------------------- |  | ---------
|                                                        |  | 2003 £000
|Administrative expenses has been stated after charging: |  |          
|Staff costs (note 5)                                    |  | 105,879  
|Amortisation (note 10)                                  |  | 200,968  
|Depreciation (note 11)                                  |  | 104,628  
|Operating lease expenditure  plant & machinery         |  | 4,458    
|Operating lease expenditure  other                     |  | 96,102   
|Auditors remuneration:                                  |  |          
|Auditors remuneration                                  |  | 300      
|Amounts paid to auditors in respect of non audit work   |  | 210      



A proportion of these costs has been
capitalised in accordance with the Groups accounting policies.



4
Directors emoluments



|                      |  |          
|--------------------- |  | ---------
|                      |  | 2003 £000
|Aggregate emoluments  |  | 1,406    
|Pension contributions |  | 115      
|                      |  |          
|                      |  | 1,521    
|                      |  |          



The above emoluments, including
pension contributions under a money purchase scheme, were paid to two directors. The highest paid director received emoluments of £719,000 and pension contributions of £61,000.



5 Staff costs (including amounts capitalised)



|                      |  |         
|--------------------- |  | --------
|                      |  | 2003£000
|Wages and salaries    |  | 85,859  
|Social security costs |  | 11,997  
|Pension costs         |  | 8,023   
|                      |  |         
|                      |  | 105,879 
|                      |  |         



A proportion of these costs has been
capitalised in accordance with the Groups accounting policies.



Page 8



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Hutchison 3G UK Holdings Limited



Notes to the unaudited special purpose financial statements for the year ended 31 December 2003



6 Employee information



The year-end number of people (including executive directors) employed permanently by the Group was:



|               |  |            
|-------------- |  | -----------
|               |  | 2003 Number
|Operations     |  | 1,881      
|Administration |  | 437        
|               |  |            
|               |  | 2,318      
|               |  |            



The average monthly number of people
employed during the year was 2,092.



7 Interest receivable and similar
income



|                                       |  |          
|-------------------------------------- |  | ---------
|                                       |  | 2003 £000
|Interest receivable from bank deposits |  | 14,214   
|                                       |  |          



8 Interest payable and similar
charges



|                                                      |  |           |  
|----------------------------------------------------- |  | --------- | -
|                                                      |  | 2003 £000 |  
|Interest payable on amount due to a group undertaking |  | 57,017    |  
|Interest payable on other loans                       |  | 40,090    |  
|Interest payable on bank loans and overdrafts         |  | 104,501   |  
|                                                      |  |           |  
|                                                      |  | 201,608   |  
|Finance costs capitalised                             |  | (69,055   | )
|                                                      |  |           |  
|                                                      |  | 132,553   |  
|                                                      |  |           |  



Page 9



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Hutchison 3G UK Holdings Limited



Notes to the unaudited special purpose financial statements for the year ended 31 December 2003



9 Tax on loss on ordinary activities



|                               |  |          
|------------------------------ |  | ---------
|                               |  | 2003 £000
|Provision for the year:        |  |          
|Corporation tax charged at 30% |  |         
|                               |  |          



There is no tax charge arising in the
year as no chargeable profits were made.



The Group has an unrecognised
deferred tax asset of approximately £360,000,000 in respect of losses which will be recoverable when sufficient future taxable profits have been earned.



10 UMTS and other licences



|                    |  |                  |   |  |                    |   |  |            |  
|------------------- |  | ---------------- | - |  | ------------------ | - |  | ---------- | -
|                    |  | UMTSlicence £000 |   |  | Otherlicences £000 |   |  | Total £000 |  
|Cost                |  |                  |   |  |                    |   |  |            |  
|At 1 January 2003   |  | 4,445,598        |   |  | 36,000             |   |  | 4,481,598  |  
|Additions           |  |                 |   |  | 142                |   |  | 142        |  
|                    |  |                  |   |  |                    |   |  |            |  
|At 31 December 2003 |  | 4,445,598        |   |  | 36,142             |   |  | 4,481,740  |  
|                    |  |                  |   |  |                    |   |  |            |  
|                    |  |                  |  
|Amortisation        |  |                  |   |  |                    |   |  |            |  
|At 1 January 2003   |  |                 |   |  |                   |   |  |           |  
|Charge for the year |  | (177,825         | ) |  | (23,143            | ) |  | (200,968   | )
|                    |  |                  |   |  |                    |   |  |            |  
|At 31 December 2003 |  | (177,825         | ) |  | (23,143            | ) |  | (200,968   | )
|                    |  |                  |   |  |                    |   |  |            |  
|                    |  |                  |  
|Net book value      |  |                  |   |  |                    |   |  |            |  
|At 31 December 2003 |  | 4,267,773        |   |  | 12,999             |   |  | 4,280,772  |  
|                    |  |                  |   |  |                    |   |  |            |  



Included in the UMTS licence is the
cost of a UK UMTS licence and associated bid costs. Other licences relate to the rights to distribute content.



The UMTS licence acquired in 2000 to operate third generation mobile services in the United Kingdom provides an allocation of frequency spectrum and the right to deliver voice, data and other services to mobile users
for 21 years, expiring on 31 December 2021. Amortisation of the UMTS and other licences commenced when the underlying network assets and licences became available for use.



Page 10



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Hutchison 3G UK Holdings Limited



Notes to the unaudited special purpose financial statements for the year ended 31 December 2003



10 UMTS and other licences (continued)



In accordance with FRS 10 and FRS 11, the Group has reviewed the carrying value of the
licence based on managements expectation of future economic, commercial and operating conditions in the United Kingdom (UK) third generation mobile video multi-media and communication market. The value in use has been derived from discounted
cash flow projections; such projections cover a ten year period as management of the Group consider that the growth in the business will exceed the average growth rate for the UK over ten years. After the ten year period, the projections use a
long-term growth rate compatible with projections for the UK.



While the cash
flow projections and the discount rate applied to the cash flows are based upon managements best estimates, these estimates are subject to uncertainty. The actual outcome may differ and managements estimates may alter to reflect changes
in the economic, commercial and operating environment. The directors have concluded that no provision for impairment is required at 31 December 2003.



11 Tangible fixed assets



|                    |  |                           |   |  |                        |   |  |                           |   |  |                                                              |   |  |            |  
|------------------- |  | ------------------------- | - |  | ---------------------- | - |  | ------------------------- | - |  | ------------------------------------------------------------ | - |  | ---------- | -
|                    |  | Leaseholdimprovements£000 |   |  | Plant andequipment£000 |   |  | Networkinfrastructure£000 |   |  | Payments onaccount andassets in thecourse ofconstruction£000 |   |  | Total £000 |  
|Cost                |  |                           |   |  |                        |   |  |                           |   |  |                                                              |   |  |            |  
|At 1 January 2003   |  | 33,472                    |   |  | 42,484                 |   |  |                          |   |  | 1,245,237                                                    |   |  | 1,321,193  |  
|Additions           |  | 1,400                     |   |  | 5,393                  |   |  |                          |   |  | 364,444                                                      |   |  | 371,237    |  
|Disposals           |  |                          |   |  | (3,606                 | ) |  |                          |   |  |                                                             |   |  | (3,606     | )
|Transfers           |  | 66,809                    |   |  | 2,666                  |   |  | 1,331,684                 |   |  | (1,401,159                                                   | ) |  |           |  
|                    |  |                           |   |  |                        |   |  |                           |   |  |                                                              |   |  |            |  
|At 31 December 2003 |  | 101,681                   |   |  | 46,937                 |   |  | 1,331,684                 |   |  | 208,522                                                      |   |  | 1,688,824  |  
|                    |  |                           |   |  |                        |   |  |                           |   |  |                                                              |   |  |            |  
|Depreciation        |  |                           |   |  |                        |   |  |                           |   |  |                                                              |   |  |            |  
|At 1 January 2003   |  | (2,320                    | ) |  | (20,479                | ) |  |                          |   |  |                                                             |   |  | (22,799    | )
|Charge for the year |  | (4,459                    | ) |  | (14,182                | ) |  | (85,987                   | ) |  |                                                             |   |  | (104,628   | )
|Disposals           |  |                          |   |  | 1,160                  |   |  |                          |   |  |                                                             |   |  | 1,160      |  
|                    |  |                           |   |  |                        |   |  |                           |   |  |                                                              |   |  |            |  
|At 31 December 2003 |  | (6,779                    | ) |  | (33,501                | ) |  | (85,987                   | ) |  |                                                             |   |  | (126,267   | )
|                    |  |                           |   |  |                        |   |  |                           |   |  |                                                              |   |  |            |  
|Net book value      |  |                           |   |  |                        |   |  |                           |   |  |                                                              |   |  |            |  
|At 31 December 2003 |  | 94,902                    |   |  | 13,436                 |   |  | 1,245,697                 |   |  | 208,522                                                      |   |  | 1,562,557  |  
|                    |  |                           |   |  |                        |   |  |                           |   |  |                                                              |   |  |            |  



Network infrastructure includes assets
held under a capital lease with a cost on 31 December 2003 of £32,000,000, net book value on 31 December 2003 of £30,720,000, and depreciation charge for the year ended 31 December 2003 of £1,280,000. Aggregate finance costs
capitalised relating to expenditure incurred on construction and development of tangible fixed assets amounts to £150,491,000.



Page 11



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Hutchison 3G UK Holdings Limited



Notes to the unaudited special purpose financial statements for the year ended 31 December 2003



12 Stock



|                    |  |          
|------------------- |  | ---------
|                    |  | 2003 £000
|Finished goods      |  | 17,023   
|Payments on account |  | 39,569   
|                    |  |          
|                    |  | 56,592   
|                    |  |          



13 Debtors  due within one
year



|                                   |  |          
|---------------------------------- |  | ---------
|                                   |  | 2003 £000
|Trade debtors                      |  | 24,502   
|Amounts owed by group undertakings |  | 21,758   
|Other debtors                      |  | 2,510    
|Prepayments and accrued income     |  | 35,742   
|                                   |  |          
|                                   |  | 84,512   
|                                   |  |          



Amounts owed by group undertakings are
unsecured and receivable on normal commercial terms.



14 Creditors - amounts
falling due within one year



|                                  |  |          
|--------------------------------- |  | ---------
|                                  |  | 2003 £000
|Bank loans and overdrafts         |  |         
|Trade creditors                   |  | 18,058   
|Amounts due to group undertakings |  | 47,521   
|Other creditors                   |  | 727      
|Taxation and social security      |  | 4,828    
|Accruals and deferred income      |  | 252,625  
|                                  |  |          
|                                  |  | 323,759  
|                                  |  |          



Amounts due to group undertakings are
unsecured and settled on normal commercial terms.



Page 12



---

Hutchison 3G UK Holdings Limited



Notes to the unaudited special purpose financial statements for the year ended 31 December 2003



15 Creditors  amounts falling due after more than one year



|                                  |  |          
|--------------------------------- |  | ---------
|                                  |  | 2003 £000
|Amount due to a group undertaking |  | 1,025,258
|Bank loans                        |  | 1,111,313
|Other loans                       |  | 620,747  
|                                  |  |          
|                                  |  | 2,757,318
|                                  |  |          



Bank loans, other loans and amount due
to a group undertaking are secured by fixed and floating charges over the assets of the Company.



During 2003, the Group reached agreement with its lenders to extend the current £3.2 billion interim finance facility for an additional year through to 30 March 2005.



See note 30 for details of changes in financing since the year end.



16 Loans, other borrowings and financial instruments



The Group is subject to a number of financial risks that arise as a result of its
activities.



To manage and limit the effects of those financial risks, the
Group operates a centralised treasury function which manages both the working capital and capital expenditure requirements of the Group.



The most significant treasury exposures faced by the Group are raising finance and managing interest rate positions. Regular reports are provided to senior management and
treasury operations are subject to periodic reviews.



The Groups
financial instruments comprise borrowings, investments in liquid resources and cash. It is, and has been throughout the year to 31 December 2003, the Groups policy not to undertake speculative trading in financial instruments.



Short-term debtors and creditors



Except for disclosures under currency exposure below, the following financial information
excludes the Groups short-term debtors and creditors.



Page 13



---

Hutchison 3G UK Holdings Limited



Notes to the unaudited special purpose financial statements for the year ended 31 December 2003



16 Loans, other borrowings and financial instruments (continued)



Liquidity Risk



Group policy is to use long-term debt instruments. It has raised debt from its shareholders, banks and other financial institutions.



|                                                   |  |          
|-------------------------------------------------- |  | ---------
|Maturity of debt                                   |  | 2003 £000
|Amounts due to a group undertaking                 |  |          
|In more than one year, but not more than two years |  | 200,252  
|In more than 5 years                               |  | 825,006  
|                                                   | 
|Bank and other loans                               |  |          
|In more than one year, but not more than two years |  | 1,525,809
|In more than 5 years                               |  | 206,251  
|                                                   |  |          
|                                                   |  | 2,757,318
|                                                   |  |          



Interest Rate Risk



The Group is exposed to interest rate risk on its short-term deposits and long term debt
instruments.



Given the relatively low impact that interest rates have on the
viability of the Group and attainable interest rates, the Group has decided not to hedge its planned borrowings at this stage. The Group will continue to monitor interest rate movements and trends and should hedging become advantageous the
instruments used would depend on their relative attractiveness at the time.



The amounts due in more than one year, but not more than two years, totalling £1,726,061, have been drawn down under the Groups £3.2 billion credit facility. The amounts drawn under the facility represent loans and other
borrowings repayable on 30 March 2005 and carry an interest rate at LIBOR plus 2.25%.



Amounts due to a group undertaking in more than five years of, £825,006,000, represents a £800 million loan provided by Hutchison Europe Telecommunications S.à r.l. plus accrued interest. The loan plus accrued
interest is repayable in full in May 2013 and carry an interest rate of LIBOR plus 1%



Bank and other loans due in more than five years of, £206,251,000, represents a £200 million loan provided by NTT DoCoMo, Inc, the Companys minority shareholder plus accrued interest. The loan plus accrued
interest is repayable in full in May 2013 and carry an interest rate of LIBOR plus 1%



See Note 30 for details of changes in financing since the year end.



Page 14



---

Hutchison 3G UK Holdings Limited



Notes to the unaudited special purpose financial statements for the year ended 31 December 2003



16 Loans, other borrowings and financial instruments (continued)



Currency Risk



The currency exposure of the Groups financial assets/(liabilities), including short-term debtors and creditors is:



|                      |  |           |  
|--------------------- |  | --------- | -
|Currency              |  | 2003 £000 |  
|United States Dollars |  | 149,658   |  
|Euro                  |  | (2,171    | )
|                      |  |           |  
|                      |  | 147,487   |  
|                      |  |           |  



Concentrations of credit risk



Financial instruments which potentially subject the Group to
concentration of credit risk consist principally of cash and investments in liquid resources. Management believes the concentration of credit risk associated with the Groups cash and investments in liquid resources is mitigated by the fact
that these amounts are placed in what management believes to be high quality financial institutions. The Group has not experienced any losses to date on its deposited cash.



Fair value of financial instruments



The fair value of long-term amounts due to group undertakings, bank loans and other loans, approximates to the carrying value reported in the balance sheet as they are at
floating rates.



17 Provisions for liabilities and charges



The Group has an obligation under the terms of its cell site leases to restore the sites
to their original state on the relocation of the cell site equipment. This requires management to make estimates about the expected cost to restore the sites and the timing of the restoration of the sites.



The directors do not believe that the present value of any obligation would be significant in
the context of the Groups reported financial position and results and accordingly no provision has been recorded. This matter will be kept under regular review.



Page 15



---

Hutchison 3G UK Holdings Limited



Notes to the unaudited special purpose financial statements for the year ended 31 December 2003



18 Called up share capital



|                                         |  |          
|---------------------------------------- |  | ---------
|                                         |  | 2003 £000
|Authorised:                              |  |          
|5,000,000,000 ordinary shares of £1 each |  | 5,000,000
|Allotted and fully paid:                 |  |          
|4,445,486,753 ordinary shares of £1 each |  | 4,445,487
|                                         |  |          



Potential issues of ordinary shares



Certain employees hold options to subscribe for shares in the Company at
prices ranging from 100p to 135p under the share option scheme, which is subject to compliance with applicable legal and regulatory requirements of the Company and any of its parent companies, approved by shareholders in April 2001. The number of
shares subject to options, the years in which they were granted and the prices at which they may be exercised are given below:



|              |  |                |   |  |  |  |            
|------------- |  | -------------- | - |  |  |  | -----------
|Year of grant |  | Exercise price |   |  |  |  | 2003 Number
|2001          |  | 100            | p |  |  |  | 26,886,000 
|2001          |  | 135            | p |  |  |  | 88,675,750 
|2002          |  | 135            | p |  |  |  | 11,809,000 
|2003          |  | 135            | p |  |  |  | 1,405,000  



Options issued under the scheme will
vest and be exercisable partly on the initial public offering of shares in the Company and partly at predetermined dates thereafter. The expiry date for these options is 20 April 2011.



19 Profit and loss account



|                                     |  |            |  
|------------------------------------ |  | ---------- | -
|                                     |  | 2003 £000  |  
|Balance at the beginning of the year |  | (222,861   | )
|Loss for the year                    |  | (972,496   | )
|                                     |  |            |  
|Retained losses at 31 December 2003  |  | (1,195,357 | )
|                                     |  |            |  



Page 16



---

Hutchison 3G UK Holdings Limited



Notes to the unaudited special purpose financial statements for the year ended 31 December 2003



20 Reconciliation of movements in equity shareholders funds



|                                               |  |           |  
|---------------------------------------------- |  | --------- | -
|                                               |  | 2003 £000 |  
|Balance at the beginning of the year           |  | 4,222,626 |  
|Loss for the year                              |  | (972,496  | )
|                                               |  |           |  
|Equity shareholders funds at 31 December 2003 |  | 3,250,130 |  
|                                               |  |           |  



21 Reconciliation of operating loss
to net cash outflow from operating activities



|                                           |  |           |  
|------------------------------------------ |  | --------- | -
|                                           |  | 2003 £000 |  
|Operating loss                             |  | (854,157  | )
|Amortisation of intangible fixed assets    |  | 200,968   |  
|Depreciation including loss on disposal    |  | 107,074   |  
|Decrease in stocks                         |  | 5,192     |  
|Decrease in debtors                        |  | 5,574     |  
|Decrease in creditors                      |  | (54,478   | )
|                                           |  |           |  
|Net cash outflow from operating activities |  | (589,827  | )
|                                           |  |           |  



22 Analysis of movement in net debt



|                                |  |                        |   |  |               |   |  |                              |   |  |                          |   |  |                         |  
|------------------------------- |  | ---------------------- | - |  | ------------- | - |  | ---------------------------- | - |  | ------------------------ | - |  | ----------------------- | -
|                                |  | At 1 January 2003 £000 |   |  | Cash flow£000 |   |  | ForeignExchangeMovements£000 |   |  | Othernon-cashcharges£000 |   |  | At 31 December2003 £000 |  
|Cash at bank and in hand        |  | (848                   | ) |  | 4,538         |   |  |                             |   |  |                         |   |  | 3,690                   |  
|Investments in liquid resources |  |                       |   |  | 353,218       |   |  | (10,134                      | ) |  |                         |   |  | 343,084                 |  
|Debts due after one year        |  | (1,391,158             | ) |  | (1,315,921    | ) |  |                             |   |  | (50,239                  | ) |  | (2,757,318              | )
|Debts due within one year       |  |                       |   |  |              |   |  |                             |   |  |                         |   |  |                        |  
|                                |  |                        |   |  |               |   |  |                              |   |  |                          |   |  |                         |  
|Net debt                        |  | (1,392,006             | ) |  | (958,165      | ) |  | (10,134                      | ) |  | (50,239                  | ) |  | (2,410,544              | )
|                                |  |                        |   |  |               |   |  |                              |   |  |                          |   |  |                         |  



Page 17



---

Hutchison 3G UK Holdings Limited



Notes to the unaudited special purpose financial statements for the year ended 31 December 2003



22 Analysis of movement in net debt (continued)



Other non-cash charges represents the amortisation of the banking facility application fees
paid in 2001 and accrued interest.



Investments in liquid resources comprise
short-term money market deposits with banks which mature within three months of the date of inception.



Fair value of financial instruments



The fair value of investments in liquid resources and cash at bank and in hand is equivalent to the carrying value reported in the balance sheet.



23 Movement in borrowings



|                       |  |          
|---------------------- |  | ---------
|                       |  | 2003 £000
|Due within one year    |  |         
|Due after one year     |  | 1,315,921
|                       |  |          
|Increase in borrowings |  | 1,315,921
|                       |  |          
|Cash inflow            |  | 1,315,921
|                       |  |          



24 Operating lease commitments



At 31 December 2003, the Group had lease agreements in respect of land
and buildings, office equipment, and motor vehicles for which the payments extend over a number of years.



|                                                                    |  |                         |  |               |  |              
|------------------------------------------------------------------- |  | ----------------------- |  | ------------- |  | -------------
|                                                                    |  | Land &buildings2003£000 |  | Other2003£000 |  | Total2003£000
|Annual commitments under non cancellable operating leases expiring: |  |                         |  |               |  |              
|Within one year                                                     |  | 357                     |  | 460           |  | 817          
|Within two to five years                                            |  | 1,013                   |  | 569           |  | 1,582        
|After five years                                                    |  | 47,365                  |  |              |  | 47,365       
|                                                                    |  |                         |  |               |  |              
|                                                                    |  | 48,735                  |  | 1,029         |  | 49,764       
|                                                                    |  |                         |  |               |  |              



Page 18



---

Hutchison 3G UK Holdings Limited



Notes to the unaudited special purpose financial statements for the year ended 31 December 2003



25 Pensions



The Group operates a defined contribution personal pension plan. The pension plan is voluntary. Group employees have the option to join the
scheme on the commencement date of employment.



|              |  |          
|------------- |  | ---------
|              |  | 2003 £000
|Pension costs |  | 8,023    
|              |  |          



At 31 December 2003, the pension
contribution payable was £767,000.



26 Capital commitments



At 31 December 2003, the Group had contracted capital commitments of
£247,600,000 which relate to the development of the infrastructure and services to provide third generation mobile video multi-media and communication services in the UK.



Page 19



---

Hutchison 3G UK Holdings Limited



Notes to the unaudited special purpose financial statements for the year ended 31 December 2003



27 Differences between UK GAAP and US GAAP



The unaudited special purpose financial statements of the Group have been prepared in
conformity with UK GAAP which differs in certain significant respects from US GAAP. These differences have a significant effect on the net loss and the composition of shareholders equity and are described below.



Summary of adjustments to net loss and equity shareholders funds



|                                                     |  |           |  
|---------------------------------------------------- |  | --------- | -
|                                                     |  | 2003 £000 |  
|Loss for year under UK GAAP                          |  | (972,496  | )
|US GAAP adjustments:                                 |  |           |  
|Software development costs, net of depreciation (i)  |  | (520      | )
|Network rollout costs, net of depreciation (ii)      |  | (11,476   | )
|Capitalised finance costs, net of depreciation (iii) |  | (11,511   | )
|Finance costs (iv)                                   |  | (636      | )
|Inventory (v)                                        |  | 3,908     |  
|                                                     |  |           |  
|Loss for year under US GAAP                          |  | (992,731  | )
|                                                     |  |           |  
|                                                     | 
|                                                     |  | 2003 £000 |  
|Equity shareholders funds under UK GAAP             |  | 3,250,130 |  
|US GAAP adjustments:                                 |  |           |  
|Software development costs, net of depreciation (i)  |  | (9,526    | )
|Network rollout costs, net of depreciation (ii)      |  | (57,197   | )
|Capitalised finance costs, net of depreciation (iii) |  | (20,626   | )
|Finance costs (iv)                                   |  | 1,887     |  
|Inventory (v)                                        |  | 3,908     |  
|Deferred taxation                                    |  | 360,000   |  
|Tax effect of US GAAP adjustments                    |  | 6,071     |  
|Valuation allowance                                  |  | (366,071  | )
|                                                     |  |           |  
|Equity shareholders funds under US GAAP             |  | 3,168,576 |  
|                                                     |  |           |  



Page 20



---

Hutchison 3G UK Holdings Limited



Notes to the unaudited special purpose financial statements for the year ended 31 December 2003



27 Differences between UK GAAP and US GAAP (continued)



(i) Software development costs



Under UK GAAP, FRS 10, Goodwill and Intangible Assets, provides that internal costs
incurred in the development of computer software for internal use should be capitalised as part of the cost of the related hardware where they are directly attributable to bringing a computer system into working condition for its intended use in the
business.



AICPA Statement of Position 98-1, Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use (SoP 98-1) requires costs that are incurred in the preliminary project stage to be expensed as incurred. Once certain criteria relating to the development of the software have
been met, external direct costs of materials and services consumed in developing or obtaining internal-use computer software; payroll and payroll-related costs for employees who are directly associated with and who devote time to the internal-use
computer software project (to the extent of the time spent directly on the project); and interest costs incurred when developing computer software for internal use should be capitalised. It is not permitted to capitalise costs incurred in the
preliminary stage once the project has moved into the development stage. The difference relates to the capitalisation under UK GAAP of directly attributable costs incurred in the preliminary stage on projects which have progressed to the development
stage.



The total additional amount of software developed for internal use that
was capitalised during the preliminary stage at 31 December 2003 was £12,174,000. The associated reduction in depreciation for the year was £2,648,000.



(ii) Network rollout costs



In accordance with FRS 15, Tangible Fixed Assets, those costs which are directly incremental and attributable to bringing fixed assets into working condition for
their intended use are capitalised as part of the cost of constructing the tangible fixed asset. Under US GAAP the guidance in respect of fixed assets is similar. However, it is industry practice that certain costs which are capitalised under UK
GAAP are expensed as incurred. In particular, costs associated with the acquisition of real estate site related costs and certain other administrative costs associated with the rollout of the network are expensed as incurred. Accordingly, those real
estate site related costs and administrative costs have been expensed for the purposes of US GAAP. The total amount of related costs capitalised at 31 December 2003 was £61,207,000. The associated reduction in depreciation for the year was
£4,010,000.



(iii) Capitalised finance costs



Under UK GAAP, FRS 15 permits finance costs that are directly attributable to the
construction of tangible fixed assets to be capitalised as part of the cost of those assets. As set out in note 1, the Group has allocated a proportion of the periods finance costs incurred in relation to relevant spend on fixed assets in the
course of construction. The total finance costs include a component relating to commitment fees.



Under US GAAP, Statement of Financial Accounting Standards 34 (FAS 34) permits the capitalisation of finance costs as an element of the historic cost of an asset when a period of time is required to bring
it to the condition and location necessary for its intended use. However, finance costs associated with undrawn facilities, such as commitment fees; do not qualify for capitalisation under US GAAP.



The total amount of commitment fees capitalised at 31 December 2003 was £21,785,000.
The associated reduction in depreciation in the year was £1,159,000.



Page 21



---

Hutchison 3G UK Holdings Limited



Notes to the unaudited special purpose financial statements for the year ended 31 December 2003



27 Differences between UK GAAP and US GAAP (continued)



(iv) Finance costs



In connection with arranging financing for the purchase of the 3G licence the company incurred a co-ordination fee of £3,000,000 in
November 2000. The UK Companies Act prohibits carrying forward issuance costs as an asset. They may only be capitalised and offset against debt. Accordingly, during the year ended 31 December 2000, this fee was expensed because the loan was not
finalised until March 2001. Under US GAAP, this co-ordination fee should be capitalised and amortised over the life of the loan.



In addition, in accordance with FAS 34 as set out under note (iii) above, a proportion of these finance costs are capitalised as part of the cost of bringing the asset
into the condition and location necessary for its intended use.



Under UK GAAP
unamortised issue costs are netted against the associated funding. Under US GAAP unamortised issue costs are disclosed as a debtor. The total amount of issuance costs netted against debt for UK GAAP purposes was £28,438,000 at 31 December
2003.



(v) Inventory



The Groups current business model includes selling certain handsets to third party
dealers or end user customers at prices below the amount paid to the handset supplier. Under UK GAAP, in accordance with SSAP 9, stocks of handsets are recorded at the lower of cost and estimated net realisable value, which takes into account the
expectation that certain handsets will be sold below cost. Under US GAAP, the loss on sale of handsets, which do not have obsolescence or impairment issues, is recognised at the point of sale. Accordingly, the carrying value of handset stocks under
US GAAP at 31 December 2003 was £3,908,000 higher than under UK GAAP.



Classification of amounts paid to third party distributors



The Group incurs commissions, paid to third party distributors, for the acquisition of new customers as set out in note 1(d). Under UK GAAP such commissions paid to distributors, net of handset subsidies, that result in an identifiable
benefit to the Group in the form of incremental network revenues are included in Cost of sales.



Under US GAAP, EITF 01-9, Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendors Products) (EITF 01-9), states that amounts paid to third party distributors
are presumed to be a reduction in revenue unless certain conditions can be met. At the present time, it has not been possible for the Group to determine the fair value of distributor commissions. Hence, for US GAAP purposes, commissions paid to
third party distributors in the amount of £31,228,000 have been classified as a reduction in turnover.



As a result of these reclassifications, under US GAAP turnover for the period ended 31 December 2003 would have been £60,792,000. This reclassification of expenditure has no impact on the Groups reported
losses under UK and US GAAP.



Page 22



---

Hutchison 3G UK Holdings Limited



Notes to the unaudited special purpose financial statements for the year ended 31 December 2003



27 Differences between UK GAAP and US GAAP (continued)



Consolidated statement of cash flows



The Consolidated Statement of Cash Flows presented under UK GAAP has been prepared in
accordance with FRS 1 (revised), Cash Flow Statements, and presents substantially the same information as required under FAS 95, Statement of Cash Flows. There are certain differences from UK GAAP with regard to the classification of
items within the cash flow statement and with regard to the definition of cash and cash equivalents.



In accordance with FRS 1 (revised), cash flows are prepared separately for operating activities, returns on investments and servicing of finance, taxation, capital expenditure and financial investment, acquisitions
and disposals, equity dividends paid, management of liquid resources and financing. US GAAP, however, requires only three categories of cash flow activity to be reported. Under FAS 95 cash flows are classified under operating activities (including
cash flows from taxation and returns on investments and servicing of finance), investing activities and financing activities.



Under FRS 1 (revised) cash is defined as cash on hand and deposits repayable on demand, less overdrafts repayable on demand. Under FAS 95, cash and cash equivalents are
defined as cash and investments with original maturities of three months or less. Cash and cash equivalents do not include bank overdrafts.



A summary of the Groups operating, investing and financing activities classified in accordance with US GAAP is presented below:



|                                                             |  |           |  
|------------------------------------------------------------ |  | --------- | -
|                                                             |  | 2003 £000 |  
|Net cash outflow from operating activities                   |  | (690,455  | )
|Net cash used in investing activities                        |  | (267,710  | )
|Net cash provided by financing activities                    |  | 1,315,921 |  
|Effects of exchange differences on cash and cash equivalents |  | (10,134   | )
|                                                             |  |           |  
|Net increase in cash and cash equivalents                    |  | 347,622   |  
|                                                             | 
|Cash at beginning of period                                  |  | (848      | )
|                                                             |  |           |  
|Cash at end of period                                        |  | 346,774   |  
|                                                             |  |           |  



Deferred tax



Under UK GAAP in accordance with FRS 19, Deferred Tax, deferred tax is provided in
full on all timing differences, which result in an obligation at the balance sheet date to pay more tax, or a right to pay less tax, at a future date, at rates expected to apply when they crystallise, based on current tax rates and law. Timing
differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the financial statements. Deferred tax assets are recognised to the extent that it is
regarded as more likely than not that they will be recovered. It is the Companys policy that deferred tax assets and liabilities are not discounted.



Page 23



---

Hutchison 3G UK Holdings Limited



Notes to the unaudited special purpose financial statements for the year ended 31 December 2003



27 Differences between UK GAAP and US GAAP (continued)



Deferred tax (continued)



Under US GAAP, deferred tax is provided for on a full liability basis. Under the full
liability method, deferred tax assets or liabilities are recognised for all differences between the financial and tax bases of assets and liabilities and for tax loss carry forwards at the statutory rate when they are expected to be utilised,
including the enacted change in future rates. Valuation allowances are provided against all deferred tax assets to the extent that realisation of the assets is not likely.



A summary of the Groups deferred tax position in accordance with UK and US GAAP is presented below:



|                                                     |  |           |  
|---------------------------------------------------- |  | --------- | -
|                                                     |  | 2003 £000 |  
|Deferred tax asset in financial statements (UK GAAP) |  |           |  
|Tax effects of timing differences:                   |  |           |  
|Tax losses                                           |  | 360,000   |  
|Tax effect of US GAAP adjustments                    |  | 6,071     |  
|Capital allowances and other timing differences      |  |          |  
|                                                     |  |           |  
|Gross deferred tax assets under US GAAP              |  | 366,071   |  
|Deferred tax valuation allowance                     |  | (366,071  | )
|                                                     |  |           |  
|Net deferred tax asset under US GAAP                 |  |          |  
|                                                     |  |           |  



Page 24



---

Hutchison 3G UK Holdings Limited



Notes to the unaudited special purpose financial statements for the year ended 31 December 2003



28 Related party transactions



Transactions with companies in the Hutchison Whampoa Limited (HWL) group, all of
which are under common control, are shown below.



|                                                        |  |                                         |   |  |                                |   |  |                            |  
|------------------------------------------------------- |  | --------------------------------------- | - |  | ------------------------------ | - |  | -------------------------- | -
|                                                        |  | Profit & loss account transactions £000 |   |  | Balance sheettransactions £000 |   |  | Balances at31 Dec 2003£000 |  
|Company                                                 |  |                                         |   |  |                                |   |  |                            |  
|Hutchison Network Services UK Limited                   |  | (2,123                                  | ) |  |                               |   |  | (2,123                     | )
|Hutchison International Limited                         |  |                                        |   |  | 5                              |   |  | (78                        | )
|Hutchison Telecommunications International Limited      |  |                                        |   |  |                               |   |  |                           |  
|Hutchison Europe Telecommunications S.à r.l.            |  | (37,437                                 | ) |  | (837,054                       | ) |  | (1,028,351                 | )
|Hutchison 3G Austria GmbH                               |  |                                        |   |  | 102                            |   |  | 102                        |  
|Hutchison 3G Italia S.p.A.                              |  |                                        |   |  | 5,144                          |   |  | (107                       | )
|Hi3G Access AB                                          |  |                                        |   |  | (158                           | ) |  | (3                         | )
|Hutchison Whampoa Europe Investments S.à r.l.           |  |                                        |   |  | (27,347                        | ) |  | (26,533                    | )
|Hutchison 3G Australia Pty Limited                      |  |                                        |   |  | 3                              |   |  |                           |  
|Hutchison Whampoa 3G IP S.à r.l.                        |  |                                        |   |  | (11,880                        | ) |  | 7,327                      |  
|Hutchison Whampoa (Europe) Limited                      |  |                                        |   |  |                               |   |  | (2,287                     | )
|Hutchison Whampoa 3G Procurement S.à r.l.               |  | (10,894                                 | ) |  |                               |   |  | (8,772                     | )
|Hutchison 3G Enterprises S.à r.l.                       |  |                                        |   |  | 3,745                          |   |  | 3,745                      |  
|Hutchison Whampoa Three G Enterprises (Bahamas) Limited |  |                                        |   |  | (3,328                         | ) |  | 667                        |  
|Hutchison Whampoa 3G Content S.à r.l.                   |  |                                        |   |  | (1,384                         | ) |  | (1,601                     | )
|Hutchison 3G Ireland Limited                            |  | 2,574                                   |   |  |                               |   |  | 230                        |  
|Hutchison CAT Wireless MultiMedia Limited               |  |                                        |   |  |                               |   |  |                           |  
|Hutchison Tele-Services (India) Pvt Limited             |  |                                        |   |  | 4,050                          |   |  | 3,783                      |  
|Savers Health & Beauty Limited                          |  | 2,301                                   |   |  |                               |   |  |                           |  
|Superdrug Stores plc                                    |  | (2,236                                  | ) |  |                               |   |  | (1,174                     | )



Within Hutchison Europe
Telecommunications S.à r.l. (formerly Hutchison 3G Europe Investments S.à r.l.) is a loan of £1,003,161,000 plus accrued interest to the Group (see note 16). Included in profit and loss transactions is £37,437,000 of
finance costs paid and payable to Hutchison Europe Telecommunications S.à r.l.



Page 25



---

Hutchison 3G UK Holdings Limited



Notes to the unaudited special purpose financial statements for the year ended 31 December 2003



28 Related party transactions (continued)



The amounts owed to Superdrug Stores plc represent payments due in respect of store space
occupied by the Group. In March 2003, the Group entered into an agreement with Superdrug Stores plc for the provision of consulting services. Turnover in the amount of £3.5 million was recognised in 2003 in respect of this transaction. Amounts
due to the Group were paid in full in 2003.



In December 2003, the Group
entered into agreements with Superdrug Stores plc, Savers Health & Beauty Limited, Hutchison 3G Ireland Limited and Hutchison Whampoa 3G Procurement S.à r.l., for the supply of mobile handsets and accessories. All four companies are
subsidiaries of HWL, (see note 29). Turnover in the amount of £13.6 million was recorded in 2003 in respect of these transactions. All amounts due in respect of these transactions were paid in full in December 2003.



The Group acquires and provides certain services and assets to/from other HWL controlled
companies including Hutchison Whampoa Europe Investments S.à r.l., Hutchison Whampoa 3G IP S.à r.l. and Hutchison Whampoa 3G Procurement S.à r.l., as shown above.



Transactions undertaken during the year with NTT DoCoMo, Inc., the Companys minority shareholder, are disclosed in Note 16.



29 Ultimate parent undertaking



The immediate parent company is Hutchison 3G UK Investments S.à r.l. a company
incorporated in Luxembourg, which owns approximately 50.1% of the share capital and voting rights of the Company.



HWL, a company listed on The Stock Exchange of Hong Kong Limited and incorporated in Hong Kong, is the smallest and largest group to consolidate these accounts, and is
the Companys ultimate parent undertaking and owns, through Hutchison 3G UK Investments S.à r.l. and other HWL group companies, 65% of the share capital and voting rights of the Company.



Copies of the group accounts of HWL may be obtained from the Company Secretary at
22ndFloor, Hutchison House, 10 Harcourt Road, Hong Kong.



During the year, HWL and KPN Mobile N.V. (KPN) settled their disputes and HWL
entered into an agreement providing for the purchase of KPNs 15% interest in the Company.



30 Post balance sheet events



On 8
April 2004, the Groups £3.2 billion credit facility (see note 16) was novated to a Hutchison Whampoa Limited group company (HWL Company). HWL Company paid cash consideration equal to the face value of amounts drawn on the
facility at 8 April 2004. The pledge on the shares of the Company was released on that date.



The Group has since reached agreement with HWL Company to extend the current £3.2 billion credit facility for an additional year through to March 2006.



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Hutchison 3G UK Holdings Limited



Notes to the unaudited special purpose financial statements for the year ended 31 December 2003



30 Post balance sheet events (continued)



In June 2004, HWL and NTT DoCoMo, Inc. entered into an agreement whereby HWL has a right to
purchase or procure the purchase of NTT DoCoMo, Inc.s 20% investment in the Company. This right is exercisable and the purchase will be completed subject to HWL paying all three payments due between now and 2006.



Under the agreements in the preceding paragraph, HWL purchased from DoCoMo its £200
million loan to the Group (see note 16) for an aggregate cash consideration of £200 million in June 2004. The Group is now wholly funded by HWL.



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