Exhibit 14.2

Hutchison 3G UK Holdings Limited



Consolidated Financial Statements



Years
Ended 31 December 2002 and 2001



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Contents



|                                               | 
|---------------------------------------------- | 
|Report of the Independent Accountants          | 
|                                               | 
|Consolidated Profit and Loss Accounts          | 
|                                               | 
|Balance Sheets                                 | 
|                                               | 
|Consolidated Cash Flow statements              | 
|                                               | 
|Notes to the Consolidated Financial Statements | 



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| |  | PricewaterhouseCoopers LLP 1
Embankment Place London WC2N 6RH
| |  | -------------------------------------------------------------



Report of
Independent Auditors



To the Board of Directors and Shareholders of

Hutchison 3G UK Holdings Limited



In our opinion, the accompanying consolidated balance sheets and the related consolidated profit and loss accounts and consolidated statements of cash flows present
fairly, in all material respects, the financial position of Hutchison 3G UK Holdings Limited and its subsidiary at 31 December 2002 and 31 December 2001, and the results of their operations and their cash flows for the years then ended, in
conformity with accounting principles which, as described in Note 1, are generally accepted in the United Kingdom. These consolidated financial statements are the responsibility of the Companys management; our responsibility is to express an
opinion on these consolidated financial statements based on our audits. We conducted our audits of these consolidated financial statements in accordance with auditing standards generally accepted in the United States of America, which require that
we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis
for our opinion.



Accounting principles generally accepted in the United
Kingdom vary in certain important respects from accounting principles generally accepted in the United States of America. The application of the latter would have affected the determination of the loss for the year for each of the two years in the
period ended 31 December 2002 and the determination of equity shareholders funds at 31 December 2002 and 2001 to the extent summarised in Note 26 to the consolidated financial statements.



As discussed in Note 1 to the consolidated financial statements, the Group changed its method
of accounting for deferred taxes in 2002 in accordance with accounting principles generally accepted in the United Kingdom. The adoption of FRS 19 had no impact on the results of the Group.



PricewaterhouseCoopers LLP

Chartered Accountants and Registered Auditors

London

England

15 May 2003, except for Note 27, as to which the date is 5 September
2003



Page 1



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Hutchison 3G UK Holdings Limited



Consolidated Profit and Loss Accounts



|                                            |  | Notes |  | 2002 £000 |   |  | 2001 £000 |  
|------------------------------------------- |  | ----- |  | --------- | - |  | --------- | -
|Turnover                                    |  |       |  |          |   |  |          |  
|                                            |  |       |  |           |   |  |           |  
|Administrative expenses                     |  | 2     |  | (125,627  | ) |  | (42,162   | )
|                                            |  |       |  |           |   |  |           |  
|Operating loss                              |  |       |  | (125,627  | ) |  | (42,162   | )
|Interest receivable and similar income      |  | 6     |  | 432       |   |  | 1,087     |  
|Interest payable and similar charges        |  | 7     |  | (23,702   | ) |  | (4,596    | )
|                                            |  |       |  |           |   |  |           |  
|Loss on ordinary activities before taxation |  |       |  | (148,897  | ) |  | (45,671   | )
|Tax on loss on ordinary activities          |  | 8     |  |          |   |  |          |  
|                                            |  |       |  |           |   |  |           |  
|Loss on ordinary activities after taxation  |  |       |  | (148,897  | ) |  | (45,671   | )
|                                            |  |       |  |           |   |  |           |  
|Loss for the year                           |  | 18    |  | (148,897  | ) |  | (45,671   | )
|                                            |  |       |  |           |   |  |           |  



The results relate to
activities, which are continuing. The principal activity of the subsidiary is the development of the infrastructure and services necessary to provide third generation mobile video multi media and communication services in the 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 5 to 26 form an integral part
of these financial statements.



Page 2



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Hutchison 3G UK Holdings Limited



Balance Sheets



|                                             |  |       |  | Group      |   |  | Company  
|-------------------------------------------- |  | ----- |  | ---------- | - |  | ---------
|                                             |  |       |  | 2002       |   |  | 2001     
|                                             |  | Notes |  | £000       |   |  | £000     
|Fixed assets                                 |  |       |  |            |   |  |          
|UMTS and other licences                      |  | 9     |  | 4,481,598  |   |  | 4,481,598
|Tangible fixed assets                        |  | 10    |  | 1,298,394  |   |  | 390,587  
|Investments                                  |  | 11    |  |           |   |  |         
|                                             |  |       |  |            |   |  |          
|                                             |  |       |  | 5,779,992  |   |  | 4,872,185
|                                             |  |       |  |            |   |  |          
|Current assets                               |  |       |  |            |   |  |          
|Stock                                        |  | 12    |  | 61,784     |   |  | 32,585   
|Debtors                                      |  | 13    |  | 115,416    |   |  | 42,456   
|Cash at bank and in hand                     |  |       |  |           |   |  | 544      
|                                             |  |       |  |            |   |  |          
|                                             |  |       |  | 177,200    |   |  | 75,585   
|                                             |  |       |  |            |  
|Creditors                                    |  |       |  |            |   |  |          
|Amounts falling due within one year          |  | 14    |  | (336,208   | ) |  | (135,941 
|                                             |  |       |  |            |   |  |          
|Net current liabilities                      |  |       |  | (159,008   | ) |  | (60,356  
|                                             |  |       |  |            |   |  |          
|Total assets less current liabilities        |  |       |  | 5,620,984  |   |  | 4,811,829
|                                             |  |       |  |            |  
|Creditors                                    |  |       |  |            |   |  |          
|Amounts falling due after more than one year |  | 15    |  | (1,398,358 | ) |  | (440,306 
|                                             |  |       |  |            |   |  |          
|Net assets                                   |  |       |  | 4,222,626  |   |  | 4,371,523
|                                             |  |       |  |            |   |  |          
|Capital and reserves                         |  |       |  |            |   |  |          
|Called up share capital                      |  | 17    |  | 4,445,487  |   |  | 4,445,487
|Profit and loss account                      |  | 18    |  | (222,861   | ) |  | (73,964  
|                                             |  |       |  |            |   |  |          
|Equity shareholders funds                   |  | 19    |  | 4,222,626  |   |  | 4,371,523
|                                             |  |       |  |            |   |  |          





Page 3



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Hutchison 3G UK Holdings Limited



Consolidated Cash Flow Statements



|                                                                      |  | Notes |  | 2002 £000  |   |  | 2001 £000 |  
|--------------------------------------------------------------------- |  | ----- |  | ---------- | - |  | --------- | -
|Net cash outflow from operating activities                            |  | 20    |  | (52,540    | ) |  | (50,833   | )
|                                                                      |  |       |  |            |   |  |           |  
|Returns on investments and servicing of finance                       |  |       |  |            |   |  |           |  
|Interest received                                                     |  |       |  | 432        |   |  | 1,095     |  
|Interest paid                                                         |  |       |  | (70,975    | ) |  | (30,530   | )
|Issue costs of loans                                                  |  |       |  |           |   |  | (70,685   | )
|                                                                      |  |       |  |            |   |  |           |  
|Net cash outflow from returns on investments and servicing of finance |  |       |  | (70,543    | ) |  | (100,120  | )
|                                                                      |  |       | 
|Capital expenditure and financial investment                          |  |       |  |            |   |  |           |  
|Purchase of tangible fixed assets                                     |  |       |  | (818,426   | ) |  | (307,088  | )
|                                                                      |  |       | 
|Purchase of licences                                                  |  |       |  | (10,800    | ) |  | (4,500    | )
|                                                                      |  |       |  |            |   |  |           |  
|Net cash outflow from capital expenditure and financial investment    |  |       |  | (829,226   | ) |  | (311,588  | )
|                                                                      |  |       |  |            |   |  |           |  
|Net cash outflow before financing                                     |  |       |  | (952,309   | ) |  | (462,541  | )
|                                                                      |  |       | 
|Financing                                                             |  |       |  |            |   |  |           |  
|Increase in borrowings                                                |  | 22    |  | 950,917    |   |  | 444,881   |  
|                                                                      |  |       |  |            |   |  |           |  
|Net cash inflow from financing                                        |  |       |  | 950,917    |   |  | 444,881   |  
|                                                                      |  |       |  |            |   |  |           |  
|Net decrease in cash                                                  |  | 21    |  | (1,392     | ) |  | (17,660   | )
|                                                                      |  |       |  |            |   |  |           |  
|                                                                      |  |       | 
|Reconciliation to net debt                                            |  |       |  | 2002 £000  |   |  | 2001 £000 |  
|Net debt at 1 January 2001                                            |  |       |  | (419,062   | ) |  | (24,577   | )
|Decrease in net cash                                                  |  | 21    |  | (1,392     | ) |  | (17,660   | )
|Other non-cash items                                                  |  | 21    |  | (20,635    | ) |  | (2,629    | )
|Movement in borrowings                                                |  | 21    |  | (950,917   | ) |  | (374,196  | )
|                                                                      |  |       |  |            |   |  |           |  
|Net debt at 31 December 2002                                          |  | 21    |  | (1,392,006 | ) |  | (419,062  | )
|                                                                      |  |       |  |            |   |  |           |  



The notes on pages 5
to 26 form an integral part of these financial statements.





Page 4



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Hutchison 3G UK Holdings Limited



Notes to the consolidated financial statements for the year ended 31
December 2002 and 31 December 2001



|1 |  | Accounting Policies
|- |  | -------------------



| | (a) |  | Basis of accounting
| | --- |  | -------------------



The consolidated financial statements have been prepared under the historical cost convention and in accordance with applicable UK accounting standards. A
summary of the significant accounting policies, which have been applied consistently, is set out below. In addition in 2002, the Group adopted Financial Reporting Standards (FRS) 19, Deferred Tax. The adoption of FRS 19 had no impact on
the results of the Group.



The basis of preparation of the
consolidated financial statements under UK Generally Accepted Accounting Principles (GAAP) differs in certain respects from US GAAP. The main differences between UK GAAP and US GAAP which affect the Groups consolidated net losses
and consolidated equity shareholders funds are set out in Note 26 to the consolidated financial statements.



| | (b) |  | Basis of consolidation
| | --- |  | ----------------------



The consolidated financial statements for the year ended 31 December 2002 and 31 December 2001 consolidate the accounts of Hutchison 3G UK Holdings
Limited (the Company) and its subsidiary undertaking, Hutchison 3G UK Limited, together named (the Group).



| | (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 2002 and 31 December 2001, no development expenditure
has been capitalised.



| | (d) |  | 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.



Page 5



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Hutchison 3G UK Holdings Limited



Notes to the consolidated financial statements for the year ended 31
December 2002 and 31 December 2001



| |  | Accounting Policies (continued)
| |  | -------------------------------



| | (e) |  | 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.



| | (f) |  | UMTS and other licences
| | --- |  | -----------------------



The Universal Mobile Telecommunication System (UMTS) and other licences are stated at cost less accumulated amortisation.



Amortisation is charged on a straight-line basis from the commencement of
service of the network determined in relation to the development of the network infrastructure.



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.



| | (g) |  | 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%                                      



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.



Page 6



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Hutchison 3G UK Holdings Limited



Notes to the consolidated financial statements for the year ended 31
December 2002 and 31 December 2001



| |  | Accounting Policies (continued)
| |  | -------------------------------



| | (h) |  | 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.



| | (i) |  | 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.



| | (j) |  | 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
charge.



| | (k) |  | Stock
| | --- |  | -----



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



Page 7



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Hutchison 3G UK Holdings Limited



Notes to the consolidated financial statements for the year ended 31
December 2002 and 31 December 2001



|2 |  | Administrative expenses (including amounts capitalised)
|- |  | -------------------------------------------------------



|                                                         |  | 2002 £000 |  | 2001 £000
|-------------------------------------------------------- |  | --------- |  | ---------
|Administrative expenses has been stated after charging:  |  |           |  |          
|                                                         |  |          
|Staff costs (note 4)                                     |  | 109,031   |  | 61,935   
|Auditors remuneration (Company: £11,000 (2001: £3,000)) |  | 210       |  | 296      
|Amounts paid to auditors in respect of non audit work    |  | 1,406     |  | 5,180    
|Depreciation (note 10)                                   |  | 16,355    |  | 6,083    
|Operating lease expenditure  plant & machinery          |  | 2,608     |  | 1,868    
|Operating lease expenditure  other                      |  | 34,838    |  | 14,536   
|Research and development                                 |  | 1,093     |  | 1,407    
|                                                         |  |           |  |          



A proportion of these
costs has been capitalised in accordance with the Groups accounting policies set out on pages 5 to 7.



Audit fees relating to the Company were borne by its subsidiary, Hutchison 3G UK Limited.



|3 |  | Directors emoluments
|- |  | ---------------------



|                      |  | 2002 £000 |  | 2001 £000
|--------------------- |  | --------- |  | ---------
|Aggregate emoluments  |  | 996       |  | 314      
|Pension contributions |  | 103       |  | 25       
|                      |  |           |  |          
|                      |  | 1,099     |  | 339      
|                      |  |           |  |          



The above emoluments,
including pension contributions under a money purchase scheme, were paid to one director, who was also the highest paid director.



|4 |  | Staff costs (including amounts capitalised)
|- |  | -------------------------------------------



|                      |  | 2002 £000 |  | 2001 £000
|--------------------- |  | --------- |  | ---------
|Wages and salaries    |  | 91,631    |  | 52,331   
|Social security costs |  | 11,408    |  | 6,380    
|Pension costs         |  | 5,992     |  | 3,224    
|                      |  |           |  |          
|                      |  | 109,031   |  | 61,935   
|                      |  |           |  |          



A proportion of these
costs has been capitalised in accordance with the Groups accounting policies set out on pages 5 to 7.



Page 8



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Hutchison 3G UK Holdings Limited



Notes to the consolidated financial statements for the year ended 31
December 2002 and 31 December 2001



|5 |  | Employee information
|- |  | --------------------



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



|               |  | 2002Number |  | 2001Number
|-------------- |  | ---------- |  | ----------
|Operations     |  | 1,614      |  | 1,176     
|Administration |  | 391        |  | 213       
|               |  |            |  |           
|               |  | 2,005      |  | 1,389     
|               |  |            |  |           



The average monthly
number of people employed during the year was 1,762 (2001: 937).



|6 |  | Interest receivable and similar income
|- |  | --------------------------------------



|                                       |  | 2002 £000 |  | 2001 £000
|-------------------------------------- |  | --------- |  | ---------
|Interest receivable from bank deposits |  | 432       |  | 1,087    
|                                       |  |           |  |          



|7 |  | Interest payable and similar charges
|- |  | ------------------------------------



|                                                      |  | 2002 £000 |   |  | 2001 £000 |  
|----------------------------------------------------- |  | --------- | - |  | --------- | -
|Interest payable on amount due to a group undertaking |  | 8,436     |   |  | 1,700     |  
|Interest payable on other loans                       |  | 20,455    |   |  | 3,434     |  
|Interest payable on bank loans and overdrafts         |  | 64,730    |   |  | 10,979    |  
|                                                      |  |           |   |  |           |  
|                                                      |  | 93,621    |   |  | 16,113    |  
|Finance costs capitalised                             |  | (69,919   | ) |  | (11,517   | )
|                                                      |  |           |   |  |           |  
|                                                      |  | 23,702    |   |  | 4,596     |  
|                                                      |  |           |   |  |           |  



|8 |  | Tax on loss on ordinary activities
|- |  | ----------------------------------



|                               |  | 2002 £000 |  | 2001 £000
|------------------------------ |  | --------- |  | ---------
|Provision for the year:        |  |           |  |          
|                               |  |          
|Corporation tax charged at 30% |  |          |  |         
|                               |  |           |  |          



Page 9



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Hutchison 3G UK Holdings Limited



Notes to the consolidated financial statements for the year ended 31
December 2002 and 31 December 2001



|8 |  | Tax on loss on ordinary activities (continued)
|- |  | ----------------------------------------------



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



The Group adopted FRS 19, Deferred Tax in 2002. The Group has an unrecognised deferred tax asset of approximately
£82,278,000 (2001: £38,906,000) in respect of losses which will be recoverable when sufficient future taxable profits have been earned.



|9 |  | UMTS and other licences
|- |  | -----------------------



|Group               |  | UMTS licence£000 |  | Otherlicences£000 |  | Total£000
|------------------- |  | ---------------- |  | ----------------- |  | ---------
|Cost                |  |                  |  |                   |  |          
|At 1 January 2002   |  | 4,445,598        |  | 36,000            |  | 4,481,598
|                    |  |                  |  |                   |  |          
|At 31 December 2002 |  | 4,445,598        |  | 36,000            |  | 4,481,598
|                    |  |                  |  |                   |  |          
|Amortisation        |  |                  |  |                   |  |          
|At 1 January 2002   |  |                 |  |                  |  |         
|Charge for the year |  |                 |  |                  |  |         
|                    |  |                  |  |                   |  |          
|At 31 December 2002 |  |                 |  |                  |  |         
|                    |  |                  |  |                   |  |          
|Net book value      |  |                  |  |                   |  |          
|At 31 December 2002 |  | 4,445,598        |  | 36,000            |  | 4,481,598
|                    |  |                  |  |                   |  |          
|At 31 December 2001 |  | 4,445,598        |  | 36,000            |  | 4,481,598
|                    |  |                  |  |                   |  |          



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.



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 2002.



Page 10



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Hutchison 3G UK Holdings Limited



Notes to the consolidated financial statements for the year ended 31
December 2002 and 31 December 2001



|10 |  | Tangible fixed assets
|-- |  | ---------------------



|                    |  | Leasehold improvements £000 |   |  | Plant and equipment £000 |   |  | Payments on account and assets in the course ofconstruction £000 |  | Total £000 |  
|------------------- |  | --------------------------- | - |  | ------------------------ | - |  | ---------------------------------------------------------------- |  | ---------- | -
|Cost                |  |                             |   |  |                          |   |  |                                                                  |  |            |  
|At 1 January 2002   |  | 14,645                      |   |  | 23,321                   |   |  | 359,065                                                          |  | 397,031    |  
|Additions           |  | 18,827                      |   |  | 19,163                   |   |  | 886,172                                                          |  | 924,162    |  
|Disposals           |  |                            |   |  |                         |   |  |                                                                 |  |           |  
|                    |  |                             |   |  |                          |   |  |                                                                  |  |            |  
|At 31 December 2002 |  | 33,472                      |   |  | 42,484                   |   |  | 1,245,237                                                        |  | 1,321,193  |  
|                    |  |                             |   |  |                          |   |  |                                                                  |  |            |  
|Depreciation        |  |                             |   |  |                          |   |  |                                                                  |  |            |  
|At 1 January 2002   |  | (573                        | ) |  | (5,871                   | ) |  |                                                                 |  | (6,444     | )
|Charge for the year |  | (1,747                      | ) |  | (14,608                  | ) |  |                                                                 |  | (16,355    | )
|Disposals           |  |                            |   |  |                         |   |  |                                                                 |  |           |  
|                    |  |                             |   |  |                          |   |  |                                                                  |  |            |  
|At 31 December 2002 |  | (2,320                      | ) |  | (20,479                  | ) |  |                                                                 |  | (22,799    | )
|                    |  |                             |   |  |                          |   |  |                                                                  |  |            |  
|Net book value      |  |                             |   |  |                          |   |  |                                                                  |  |            |  
|At 31 December 2002 |  | 31,152                      |   |  | 22,005                   |   |  | 1,245,237                                                        |  | 1,298,394  |  
|                    |  |                             |   |  |                          |   |  |                                                                  |  |            |  
|At 31 December 2001 |  | 14,072                      |   |  | 17,450                   |   |  | 359,065                                                          |  | 390,587    |  
|                    |  |                             |   |  |                          |   |  |                                                                  |  |            |  



Assets in the course
of construction include assets held under a capital lease with a cost on 31 December 2002 of £32,000,000 (31 December 2001: £32,000,000). Aggregate finance costs capitalised relating to expenditure incurred on construction and
development of tangible fixed assets amounts to £81,436,000 (2001: £11,517,000).



|11 |  | Investments
|-- |  | -----------



Investments in subsidiary undertakings



|Company                                   |  | Shares   |  | Loans     |  | Total    
|----------------------------------------- |  | -------- |  | --------- |  | ---------
|                                          |  | 2002£000 |  | 2002£000  |  | 2002£000 
|Cost                                      |  |          |  |           |  |          
|                                          |  |          |  |           |  |          
|At 1 January 2002 and at 31 December 2002 |  |         |  | 4,445,487 |  | 4,445,487
|                                          |  |          |  |           |  |          



The Company owns 100%
of the issued ordinary shares of Hutchison 3G UK Limited.



The
principal activity of the subsidiary is the development of the infrastructure and services necessary to provide third generation mobile video multi media and communication services in the UK.



Page 11



---

Hutchison 3G UK Holdings Limited



Notes to the consolidated financial statements for the year ended 31
December 2002 and 31 December 2001



|12 |  | Stock
|-- |  | -----



|                    |  | 2002£000 |  | 2001£000
|------------------- |  | -------- |  | --------
|Group               |  |          |  |         
|Finished goods      |  | 122      |  |        
|Payments on account |  | 61,662   |  | 32,585  
|                    |  |          |  |         
|                    |  | 61,784   |  | 32,585  
|                    |  |          |  |         



|13 |  | Debtors - due within one year
|-- |  | -----------------------------



|                                     |  | 2002£000 |  | 2001£000
|------------------------------------ |  | -------- |  | --------
|Group                                |  |          |  |         
|Amounts owed by group undertakings   |  | 25,923   |  | 1,740   
|Other debtors                        |  | 41,573   |  | 12,620  
|Prepayments and deferred expenditure |  | 47,920   |  | 28,096  
|                                     |  |          |  |         
|                                     |  | 115,416  |  | 42,456  
|                                     |  |          |  |         



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



|14 |  | Creditors - amounts falling due within one year
|-- |  | -----------------------------------------------



|                                  |  | 2002£000 |  | 2001£000
|--------------------------------- |  | -------- |  | --------
|Group                             |  |          |  |         
|Bank loans and overdraft          |  | 848      |  |        
|Trade creditors                   |  | 124,690  |  | 35,182  
|Amounts due to group undertakings |  | 16,743   |  | 2,317   
|Taxation and social security      |  | 4,034    |  | 3,008   
|Other creditors                   |  | 49,904   |  | 6,784   
|Accruals                          |  | 139,989  |  | 88,650  
|                                  |  |          |  |         
|                                  |  | 336,208  |  | 135,941 
|                                  |  |          |  |         



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



Page 12



---

Hutchison 3G UK Holdings Limited



Notes to the consolidated financial statements for the year ended 31
December 2002 and 31 December 2001



|15 |  | Creditors  amounts falling due after more than one year
|-- |  | --------------------------------------------------------



|                                  |  | 2002£000  |  | 2001£000
|--------------------------------- |  | --------- |  | --------
|Group                             |  |           |  |         
|Amount due to a group undertaking |  | 162,002   |  | 46,542  
|Bank loans                        |  | 895,204   |  | 276,625 
|Other loans                       |  | 333,952   |  | 96,439  
|Other creditors                   |  | 7,200     |  | 20,700  
|                                  |  |           |  |         
|                                  |  | 1,398,358 |  | 440,306 
|                                  |  |           |  |         



The Group has reached
agreement with its lenders to extend the current £3.2 billion interim finance facility for an additional year. The facility is available through to March 2005. See note 27 for further details.



Bank loans, other loans and amount due to a group undertaking are secured by
fixed and floating charges over the assets of Hutchison 3G UK Holdings Limited.



Other creditors include:



£7,200,000 payable in more than one year, but not more than two years



|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 and cash.

It is, and has been throughout the
year to 31 December 2002, 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 consolidated financial statements for the year ended 31
December 2002 and 31 December 2001



|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                                     |  | 2002 £000 |  | 2001 £000
|---------------------------------------------------- |  | --------- |  | ---------
|Amounts due to a group undertaking                   |  |           |  |          
|In more than two years, but not more than five years |  | 162,002   |  | 46,542   
|Bank and other loans                                 |  |           |  |          
|In more than two years, but not more than five years |  | 1,229,156 |  | 373,064  
|                                                     |  |           |  |          
|                                                     |  | 1,391,158 |  | 419,606  
|                                                     |  |           |  |          



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.



Loans and other borrowings payable on 30 March 2005 as set out above carry an interest rate of LIBOR plus 2%. (2001: LIBOR plus 1.75%).



Currency Risk



The Group has minimal currency exposure as its financing and operations are
denominated in sterling. Currency exposures will be hedged when it is considered appropriate.



The currency exposure of the Groups financial liabilities, including short-term debtors and creditors was:



|Currency              |  | 2002 £000 |   |  | 2001 £000 |  
|--------------------- |  | --------- | - |  | --------- | -
|United States Dollars |  | 8,348     |   |  | (40,890   | )
|Euro                  |  | (310      | ) |  |          |  
|Other                 |  | (8        | ) |  | (10       | )
|                      |  |           |   |  |           |  
|                      |  | 8,030     |   |  | (40,900   | )
|                      |  |           |   |  |           |  



Page 14



---

Hutchison 3G UK Holdings Limited



Notes to the consolidated financial statements for the year ended 31
December 2002 and 31 December 2001



|16 |  | Loans, other borrowings and financial instruments (continued)
|-- |  | -------------------------------------------------------------



Concentrations of credit risk



Financial instruments which potentially subject the Group to concentration of credit risk consist principally of cash. Management believes the
concentration of credit risk associated with the Groups cash 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. The fair value of other creditors is equivalent to its carrying value, as it does not incur interest.



|17 |  | Called up share capital
|-- |  | -----------------------



|                                         |  | 2002 £000 |  | 2001 £000
|---------------------------------------- |  | --------- |  | ---------
|Group and Company                        |  |           |  |          
|Authorised:                              |  |           |  |          
|5,000,000,000 ordinary shares of £1 each |  | 5,000,000 |  | 5,000,000
|Allotted and fully paid:                 |  |           |  |          
|4,445,486,753 ordinary shares of £1 each |  | 4,445,487 |  | 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 years in which they may be exercised are given below:



|Year ofgrant |  | Exerciseprice |  | 2002 Number |  | 2001 Number
|------------ |  | ------------- |  | ----------- |  | -----------
|2001         |  | 100p          |  | 27,998,500  |  | 33,605,500 
|2001         |  | 135p          |  | 109,170,000 |  | 138,296,000
|2002         |  | 135p          |  | 13,696,750  |  |           



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.



Page 15



---

Hutchison 3G UK Holdings Limited



Notes to the consolidated financial statements for the year ended 31
December 2002 and 31 December 2001



|18 |  | Profit and loss account
|-- |  | -----------------------



|                                     |  | 2002 £000 |   |  | 2001 £000 |  
|------------------------------------ |  | --------- | - |  | --------- | -
|Group                                |  |           |   |  |           |  
|Balance at the beginning of the year |  | (73,964   | ) |  | (28,293   | )
|Loss for the year                    |  | (148,897  | ) |  | (45,671   | )
|                                     |  |           |   |  |           |  
|Retained losses at 31 December 2002  |  | (222,861  | ) |  | (73,964   | )
|                                     |  |           |   |  |           |  



|19 |  | Reconciliation of movements in equity shareholders funds
|-- |  | ---------------------------------------------------------



|                                               |  | 2002 £000 |   |  | 2001 £000 |  
|---------------------------------------------- |  | --------- | - |  | --------- | -
|Group                                          |  |           |   |  |           |  
|Balance at the beginning of the year           |  | 4,371,523 |   |  | 4,417,194 |  
|Loss for the year                              |  | (148,897  | ) |  | (45,671   | )
|                                               |  |           |   |  |           |  
|Equity shareholders funds at 31 December 2002 |  | 4,222,626 |   |  | 4,371,523 |  
|                                               |  |           |   |  |           |  
|Company                                        |  |           |   |  |           |  
|Balance at the beginning of the year           |  | 4,445,487 |   |  | 4,445,487 |  
|Loss for the year                              |  |          |   |  |          |  
|                                               |  |           |   |  |           |  
|Equity shareholders funds at 31 December 2002 |  | 4,445,487 |   |  | 4,445,487 |  
|                                               |  |           |   |  |           |  



|20 |  | Reconciliation of operating loss to net cash outflow from operating activities
|-- |  | ------------------------------------------------------------------------------



|                                           |  | 2002£000 |   |  | 2001£000 |  
|------------------------------------------ |  | -------- | - |  | -------- | -
|Group                                      |  |          |   |  |          |  
|Operating loss                             |  | (125,627 | ) |  | (42,162  | )
|Depreciation                               |  | 16,355   |   |  | 6,083    |  
|Increase in stocks                         |  | (29,220  | ) |  | (32,585  | )
|Increase in debtors                        |  | (74,426  | ) |  | (17,973  | )
|Increase in creditors                      |  | 160,378  |   |  | 35,804   |  
|                                           |  |          |   |  |          |  
|Net cash outflow from operating activities |  | (52,540  | ) |  | (50,833  | )
|                                           |  |          |   |  |          |  



Page 16



---

Hutchison 3G UK Holdings Limited



Notes to the consolidated financial statements for the year ended 31
December 2002 and 31 December 2001



|21 |  | Analysis of movement in net debt
|-- |  | --------------------------------



|                          |  | At 1 January2002 £000 |   |  | Cash flow£000 |   |  | Othernon-cashcharges£000 |   |  | At 31 December2002£000 |  
|------------------------- |  | --------------------- | - |  | ------------- | - |  | ------------------------ | - |  | ---------------------- | -
|Cash at bank and in hand  |  | 544                   |   |  | (1,392        | ) |  |                         |   |  | (848                   | )
|                          |  |                       |   |  |               |   |  |                          |   |  |                        |  
|Debts due after one year  |  | (419,606              | ) |  | (950,917      | ) |  | (20,635                  | ) |  | (1,391,158             | )
|Debts due within one year |  |                      |   |  |              |   |  |                         |   |  |                       |  
|                          |  |                       |   |  |               |   |  |                          |   |  |                        |  
|Net debt                  |  | (419,062              | ) |  | (952,309      | ) |  | (20,635                  | ) |  | (1,392,006             | )
|                          |  |                       |   |  |               |   |  |                          |   |  |                        |  



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



Fair value of financial instruments



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



|22 |  | Movement in borrowings
|-- |  | ----------------------



|                       |  | £000   
|---------------------- |  | -------
|Group                  |  |        
|Due within one year    |  |       
|Due after one year     |  | 950,917
|                       |  |        
|Increase in borrowings |  | 950,917
|                       |  |        
|Cash inflow            |  | 950,917
|                       |  |        



Page 17



---

Hutchison 3G UK Holdings Limited



Notes to the consolidated financial statements for the year ended 31
December 2002 and 31 December 2001



|23 |  | Operating lease commitments
|-- |  | ---------------------------



At 31 December 2002, 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 &buildings2002£000 |  | Officeequipment2002£000 |  | Motorvehicles2002£000 |  | Total2002£000 |  | Land &buildings2001£000 |  | Officeequipment2001£000 |  | Motorvehicles2001£000 |  | Total2001£000
|------------------------------------------------------------------- |  | ----------------------- |  | ----------------------- |  | --------------------- |  | ------------- |  | ----------------------- |  | ----------------------- |  | --------------------- |  | -------------
|Annual commitments under non cancellable operating leases expiring: |  |                         |  |                         |  |                       |  |               |  |                         |  |                         |  |                       |  |              
|Within one year                                                     |  | 997                     |  | 4                       |  | 132                   |  | 1,133         |  | 3,429                   |  |                        |  | 7                     |  | 3,436        
|Within two to five years                                            |  | 616                     |  | 6                       |  | 1,710                 |  | 2,332         |  | 260                     |  | 8                       |  | 1,234                 |  | 1,502        
|After five years                                                    |  | 34,984                  |  |                        |  |                      |  | 34,984        |  | 11,743                  |  |                        |  |                      |  | 11,743       
|                                                                    |  |                         |  |                         |  |                       |  |               |  |                         |  |                         |  |                       |  |              
|                                                                    |  | 36,597                  |  | 10                      |  | 1,842                 |  | 38,449        |  | 15,432                  |  | 8                       |  | 1,241                 |  | 16,681       
|                                                                    |  |                         |  |                         |  |                       |  |               |  |                         |  |                         |  |                       |  |              



|24 |  | 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.



|              |  | 2002£000 |  | 2001£000
|------------- |  | -------- |  | --------
|Pension costs |  | 5,992    |  | 3,224   
|              |  |          |  |         



At 31 December 2002,
the pension contribution payable was £519,000 (2001: £974,000).



|25 |  | Capital commitments
|-- |  | -------------------



At 31 December 2002, the Group had contracted capital commitments of £367,323,000 (2001: £487,713,000) 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 18



---

Hutchison 3G UK Holdings Limited



Notes to the consolidated financial statements for the year ended 31
December 2002 and 31 December 2001



|26 |  | Differences between UK GAAP and US GAAP
|-- |  | ---------------------------------------



The 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



|                                                                               |  | 2002 £000 |           |   | 2001 £000 |  
|------------------------------------------------------------------------------ |  | --------- | --------- | - | --------- | -
|Loss for year under U.K. GAAP                                                  |  |           | (148,897  | ) |           |  
|U.S. GAAP adjustments:                                                         |  |           |           |   |           |  
|Software development costs (i)                                                 |  |           | (4,609    | ) |           |  
|Network rollout costs (ii)                                                     |  |           | (37,407   | ) |           |  
|Capitalised finance costs (iii)                                                |  |           | (8,274    | ) |           |  
|Finance costs (iv)                                                             |  |           | (262      | ) |           |  
|                                                                               |  |           |           |   |           |  
|Loss for year under U.S. GAAP                                                  |  |           | (199,449  | ) |           |  
|                                                                               |  |           |           |   |           |  
|Ordinary shares used in calculation of basic and diluted loss per share (000) |  |           | 4,445,487 |   |           |  
|                                                                               |  |           |           |   |           |  
|Basic and diluted loss per share                                               |  | £         | (0.04     | ) |           | £
|                                                                               |  |           |           |   |           |  



|                                           |  | 2002 £000 |   |  | 2001 £000 |  
|------------------------------------------ |  | --------- | - |  | --------- | -
|Equity shareholders funds under U.K. GAAP |  | 4,222,626 |   |  | 4,371,523 |  
|U.S. GAAP adjustments:                     |  |           |   |  |           |  
|Software development costs (i)             |  | (9,006    | ) |  | (4,397    | )
|Network rollout costs (ii)                 |  | (45,721   | ) |  | (8,314    | )
|Capitalised finance costs (iii)            |  | (9,115    | ) |  | (841      | )
|Finance costs (iv)                         |  | 2,523     |   |  | 2,785     |  
|                                           |  |           |   |  |           |  
|Equity shareholders funds under U.S. GAAP |  | 4,161,307 |   |  | 4,360,756 |  
|                                           |  |           |   |  |           |  



Page 19



---

Hutchison 3G UK Holdings Limited



Notes to the consolidated financial statements for the year ended 31
December 2002 and 31 December 2001



|(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. Hence, relevant costs incurred in development of
software for internal use are capitalised under UK GAAP.



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. Both UK and US GAAP require amortisation of amounts capitalised once the internal use software enters service.



The total amount of software developed for internal use under US GAAP was
£9,006,000 at 31 December 2002 (2001: £4,397,000). As noted above, under UK GAAP these costs are classified as tangible fixed assets. Under US GAAP these costs are capitalised as intangible fixed assets.



|(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.



|(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. This may be determined from specific new borrowings associated with the asset or at a rate determined by a weighted average technique. However, capitalisation of finance costs associated
with undrawn facilities, such as commitment fees, do not qualify for capitalisation under US GAAP.



Page 20



---

Hutchison 3G UK Holdings Limited



Notes to the consolidated financial statements for the year ended 31
December 2002 and 31 December 2001



|(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 £47,420,000 at 31 December 2002 (2001: £68,056,000).



|(v) |  | 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.



|(vi) |  | Development stage company
|---- |  | -------------------------



Hutchison 3G UK Holdings Limited is a development stage company as defined by FAS 7, Accounting and Reporting by Development Stage Enterprises. The
additional disclosure of cumulative data required by FAS 7 does not form part of the core financial statement requirements and accordingly has not been included within this reconciliation. The principal activities of the Group to date have been the
development and rollout of its third generation (3G) network and the integration of its systems. The key focus of the business in 2002 has been to finalise the deployment of the network, integrate the systems, complete final user testing and prepare
for commercial launch and operation of its 3G business in 2003.



Page 21



---

Hutchison 3G UK Holdings Limited



Notes to the consolidated financial statements for the year ended 31
December 2002 and 31 December 2001



| |  |  | Consolidated statement of cash flows
| |  |  | ------------------------------------



The Consolidated Statements of Cash Flows presented under UK GAAP have been prepared in accordance with FRS 1 (revised) Cash Flow Statements, and present
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 statements 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:



|                                           |  | 2002 £000 |   |  | 2001 £000 |  
|------------------------------------------ |  | --------- | - |  | --------- | -
|Net cash outflow-from operating activities |  | (123,083  | ) |  | (150,953  | )
|Net cash used in investing activities      |  | (829,226  | ) |  | (311,588  | )
|Net cash provided by financing activities  |  | 950,917   |   |  | 444,881   |  
|                                           |  |           |   |  |           |  
|Net decrease in cash and cash equivalents  |  | (1,392    | ) |  | (17,660   | )
|                                           |  |          
|Cash at beginning of period                |  | 544       |   |  | 18,204    |  
|                                           |  |           |   |  |           |  
|Cash at end of period                      |  | (848      | ) |  | 544       |  
|                                           |  |           |   |  |           |  



Page 22



---

| |  |  | Hutchison 3G UK Holdings Limited
| |  |  | --------------------------------



| |  |  | Notes to the consolidated financial statements for the year ended 31 December 2002 and 31 December 2001
| |  |  | -------------------------------------------------------------------------------------------------------



| |  |  | 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.



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. Deferred tax assets are recognised only if their realisation is considered more likely
than not. 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:



|                                                       |  | 2002 £000 |   |  | 2001 £000 |  
|------------------------------------------------------ |  | --------- | - |  | --------- | -
|Deferred tax asset in financial statements (U.K. GAAP) |  |           |   |  |           |  
|Tax effects of timing differences:                     |  |           |   |  |           |  
|Tax losses                                             |  | 82,278    |   |  | 38,906    |  
|Capital allowances and other timing differences        |  |          |   |  |          |  
|                                                       |  |           |   |  |           |  
|Gross deferred tax assets under U.S. GAAP              |  | 82,278    |   |  | 38,906    |  
|Deferred tax valuation allowance                       |  | (82,278   | ) |  | (38,906   | )
|                                                       |  |           |   |  |           |  
|Net deferred tax assets under U.S. GAAP                |  |          |   |  |          |  
|                                                       |  |           |   |  |           |  



Page 23



---

Hutchison 3G UK Holdings Limited



Notes to the consolidated financial statements for the year ended 31
December 2002 and 31 December 2001



|27 |  | Post balance sheet events
|-- |  | -------------------------



The Group has reached agreement with its lenders to extend the current £3.2 billion interim finance facility for an additional year. The facility is
available through to March 2005. At the same time as the Group agreed the extension of its banking facility, it also renegotiated its banking covenants from 2003 to the end of the banking facility.



Additionally, in May 2003, the Group has received an additional £1
billion funding as loans from certain of its shareholders.



On
2 June 2003, Hutchison Whampoa Limited (HWL), the Groups ultimate parent company instituted court proceedings in the UK against KPN Mobile N.V. (KPNM), one of the Groups minority shareholders over a dispute
regarding KPNMs breach of contract in its failure to advance the sum of £150 million to Hutchison 3G UK Holdings Limited, being KPNMs pro rata contribution to a funding call for an aggregate amount of £1 billion made by
Hutchison 3G UK Holdings Limited on its shareholders dated 11 March 2003. HWL seeks declaratory orders from the court that Hutchison 3G UK Holding Limiteds funding call was valid and that KPNM is in breach of its obligations under the
shareholders agreement between HWL and KPNM dated 12 July 2000 in failing to comply with the call on it. HWL also claims damages against KPNM. KPNM disputes the validity of the funding call. KPNM further asserts that HWL has breached the
shareholders agreement by approving, and providing funding in response to, the funding call of 11 March 2003, and seeks to require HWL to purchase all of KPNMs shares in Hutchison 3G UK Holdings Limited. The hearing of the dispute is
scheduled to start in November 2003.



Hutchison 3G UK Holdings
Limited has been joined in this action taken by KPNM as a matter of form for the purposes of providing full disclosure in the proceedings. No relief is sought against Hutchison 3G UK Holdings Limited and the directors do not believe that the Group
will face any material financial exposure from this litigation.



Page 24



---

Hutchison 3G UK Holdings Limited



Notes to the consolidated financial statements for the year ended 31
December 2002 and 31 December 2001



|28 |  | Related party transactions
|-- |  | --------------------------



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



|                                                        |  | Balances at31 Dec 2001£000 |   |  | Profit & loss account transactions £000 |  | Balance sheettransactions £000 |   |  | Balances at31 Dec 2002£000 |  
|------------------------------------------------------- |  | -------------------------- | - |  | --------------------------------------- |  | ------------------------------ | - |  | -------------------------- | -
|Company                                                 |  |                            |   |  |                                         |  |                                |   |  |                            |  
|Hutchison Whampoa Limited                               |  | 64                         |   |  |                                        |  |                               |   |  |                           |  
|Hutchison International Limited                         |  |                           |   |  |                                        |  | (3,600                         | ) |  | (3,374                     | )
|Hutchison Telecommunications International Limited      |  | 12                         |   |  |                                        |  | 18                             |   |  | 31                         |  
|Hutchison 3G Europe Investments S.à r.l.                |  | (53,271                    | ) |  | 2,030                                   |  | (109,654                       | ) |  | (164,956                   | )
|Hutchison 3G Austria GmbH                               |  | 206                        |   |  |                                        |  | 9                              |   |  | 9                          |  
|Hutchison 3G Italia S.p.A.                              |  | (29                        | ) |  |                                        |  | 45                             |   |  | 75                         |  
|Hi3G Access AB                                          |  | 164                        |   |  |                                        |  | 5                              |   |  | 158                        |  
|Hutchison Whampoa Europe Investments S.à r.l.           |  | 35                         |   |  |                                        |  | 25                             |   |  | 55                         |  
|Hutchison Telecommunications (Australia) Limited        |  | 43                         |   |  |                                        |  | (18                            | ) |  |                           |  
|Hutchison 3G Australia Pty Limited                      |  |                           |   |  |                                        |  | 274                            |   |  | 274                        |  
|Hutchison Whampoa 3G IP S.à r.l.                        |  | (8,167                     | ) |  |                                        |  | 28,285                         |   |  | 20,118                     |  
|Hutchison Whampoa (Europe) Limited                      |  | (2,287                     | ) |  |                                        |  |                               |   |  | (2,287                     | )
|Hutchison Whampoa 3G Procurement S.à r.l.               |  | (32,585                    | ) |  |                                        |  | (22,705                        | ) |  | (10,415                    | )
|Hutchison 3G Enterprises S.à r.l.                       |  |                           |   |  |                                        |  | 3,328                          |   |  | 3,328                      |  
|Hutchison Whampoa Three G Enterprises (Bahamas) Limited |  | 1,039                      |   |  |                                        |  | (372                           | ) |  | 667                        |  
|Hutchison Whampoa 3G Content S.à r.l.                   |  |                           |   |  |                                        |  | (358                           | ) |  | (358                       | )
|Hutchison 3G Ireland Limited                            |  |                           |   |  |                                        |  | 56                             |   |  | 56                         |  
|Hutchison CAT Wireless MultiMedia Limited               |  |                           |   |  |                                        |  | (41                            | ) |  | (41                        | )
|Hutchison Tele-Services (India) Pvt Limited             |  |                           |   |  |                                        |  | (1,998                         | ) |  | (267                       | )
|Hutchison Whampoa Properties (Europe) Limited           |  |                           |   |  |                                        |  | (64                            | ) |  |                           |  
|Powwow Limited                                          |  |                           |   |  | 8                                       |  |                               |   |  |                           |  



Within Hutchison 3G
Europe Investments S.à r.l. is a loan of £166,107,000 to the Group (2001: £54,423,000) which is part of the £3.2 billion interim financing facility comprising financing from banks, vendors and internal resources from
Hutchison Whampoa Limited group. Included in the finance costs of £8,182,000 (2001: £9,377,000) paid to Hutchison 3G Europe Investments S.à r.l., £2,030,000 (2001: £1,700,000) has been recognised as profit and loss
transactions during the year.



Page 25



---

Hutchison 3G UK Holdings Limited



Notes to the consolidated financial statements for the year ended 31
December 2002 and 31 December 2001



|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.



Hutchison
Whampoa Limited, 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 Hutchison Whampoa Limited group companies, 65% of the share capital and voting rights of this Group.



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



Page 26



---

Hutchison 3G UK Holdings Limited



Unaudited Consolidated Financial Statements



Period Ended 31 December 2000





---

Hutchison 3G UK Holdings Limited



Consolidated Profit and Loss Account

for the Period Ended 31 December 2000 (Unaudited)



|                                            |  | Notes |  | 2000 £000 |  
|------------------------------------------- |  | ----- |  | --------- | -
|Turnover                                    |  |       |  |          |  
|Gross profit                                |  |       |  |          |  
|Administrative expenses                     |  |       |  | (24,992   | )
|                                            |  |       |  |           |  
|Operating loss                              |  |       |  | (24,992   | )
|Interest receivable and similar income      |  | 6     |  | 14        |  
|Interest payable and similar charges        |  | 7     |  | (3,315    | )
|                                            |  |       |  |           |  
|Loss on ordinary activities before taxation |  | 2     |  | (28,293   | )
|Tax on loss on ordinary activities          |  | 8     |  |          |  
|                                            |  |       |  |           |  
|Retained loss for the period                |  | 15    |  | (28,293   | )
|                                            |  |       |  |           |  



The results relate to
activities commenced in the period, which are continuing.



The
Group has no recognised gains or losses other than the loss for the period 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 period stated
above and their historical cost equivalents.



The notes on
pages 4 to 14 form an integral part of these financial statements.



Page 1



---

Hutchison 3G UK Holdings Limited



Balance Sheets as at 31 December 2000 (Unaudited)



|                                                |  |       |  | Group     |   |  | Company  
|----------------------------------------------- |  | ----- |  | --------- | - |  | ---------
|                                                |  | Notes |  | 2000 £000 |   |  | 2000 £000
|Fixed assets                                    |  |       |  |           |   |  |          
|UMTS licence                                    |  | 9     |  | 4,445,598 |   |  |          
|Tangible assets                                 |  | 10    |  | 10,398    |   |  |          
|Investments                                     |  | 11    |  |          |   |  |          
|                                                |  |       |  |           |   |  |          
|                                                |  |       |  |           |   |  | 4,455,996
|Current assets                                  |  |       |  |           |   |  |          
|Debtors                                         |  | 12    |  | 7,151     |   |  |          
|Cash at bank and in hand                        |  |       |  | 18,204    |   |  |          
|                                                |  |       |  |           |   |  |          
|                                                |  |       |  |           |   |  | 25,355   
|                                                |  |       |  |           |  
|Creditors (amounts falling due within one year) |  | 13    |  |           |   |  | (64,157  
|                                                |  |       |  |           |   |  |          
|Net current (liabilities)/assets                |  |       |  |           |   |  | (38,802  
|                                                |  |       |  |           |   |  |          
|Total assets less current liabilities           |  |       |  |           |   |  | 4,417,194
|                                                |  |       |  |           |   |  |          
|Net assets                                      |  |       |  |           |   |  | 4,417,194
|                                                |  |       |  |           |   |  |          
|Capital and reserves                            |  |       |  |           |   |  |          
|Called up share capital                         |  | 14    |  | 4,445,487 |   |  |          
|Profit and loss account                         |  | 15    |  | (28,293   | ) |  |          
|                                                |  |       |  |           |   |  |          
|Equity shareholders funds                      |  | 16    |  |           |   |  | 4,417,194
|                                                |  |       |  |           |   |  |          



Page 2



---

Hutchison 3G UK Holdings Limited



Consolidated Cash Flow Statement for the Period Ended 31 December 2000 (Unaudited)



|                                                                      |  | Notes |  | 2000 £000 |   |  | 2000 £000 |  
|--------------------------------------------------------------------- |  | ----- |  | --------- | - |  | --------- | -
|Net cash outflow from operating activities                            |  | 17    |  |           |   |  | (12,202   | )
|                                                                      |  |       | 
|Returns on investments and servicing of finance                       |  |       |  |           |   |  |           |  
|                                                                      |  |       | 
|Interest received                                                     |  |       |  | 14        |   |  |           |  
|Interest paid                                                         |  |       |  | (3,223    | ) |  |           |  
|                                                                      |  |       |  |           |   |  |           |  
|Net cash outflow from returns on investments and servicing of finance |  |       |  |           |   |  | (3,209    | )
|                                                                      |  |       | 
|Taxation                                                              |  |       |  |           |   |  |          |  
|                                                                      |  |       | 
|Capital expenditure and financial investment                          |  |       |  |           |   |  |           |  
|Purchase of tangible fixed assets                                     |  |       |  | (9,166    | ) |  |           |  
|                                                                      |  |       |  |           |   |  |           |  
|Net cash outflow from capital expenditure and financial investment    |  |       |  |           |   |  | (9,166    | )
|                                                                      |  |       | 
|Acquisitions                                                          |  |       |  |           |   |  |           |  
|Purchase of subsidiary undertaking                                    |  | 11    |  |           |   |  |          |  
|                                                                      |  |       |  |           |   |  |           |  
|Net cash outflow before financing                                     |  |       |  |           |   |  | (24,577   | )
|                                                                      |  |       | 
|Financing                                                             |  |       |  |           |   |  |           |  
|Increase in borrowings                                                |  |       |  | 42,781    |   |  |           |  
|                                                                      |  |       |  |           |   |  |           |  
|Net cash inflow from financing                                        |  |       |  |           |   |  | 42,781    |  
|                                                                      |  |       |  |           |   |  |           |  
|Net increase in cash at 31 December 2000                              |  |       |  |           |   |  | 18,204    |  
|                                                                      |  |       |  |           |   |  |           |  
|                                                                      |  |       | 
|Reconciliation to net debt (Unaudited)                                |  |       |  |           |   |  |           |  
|                                                                      |  |       | 
|                                                                      |  |       |  |           |   |  | 2000 £000 |  
|Net cash at 2 February 2000                                           |  |       |  |           |   |  |          |  
|Increase in net cash                                                  |  |       |  |           |   |  | 18,204    |  
|Movement in borrowings                                                |  |       |  |           |   |  | (42,781   | )
|                                                                      |  |       |  |           |   |  |           |  
|Net debt at 31 December 2000                                          |  | 18    |  |           |   |  | (24,577   | )
|                                                                      |  |       |  |           |   |  |           |  



Page 3



---

Hutchison 3G UK Holdings Limited



Notes to the Financial Statements - 31 December 2000 (Unaudited)



|1 |  | Accounting policies
|- |  | -------------------



| | (1) |  | Basis of accounting
| | --- |  | -------------------



The financial statements have been prepared under the historical cost convention and in accordance with applicable UK accounting standards.



| | (2) |  | Principles of consolidation
| | --- |  | ---------------------------



The consolidated financial statements incorporate the financial statements of the Company and its subsidiary undertaking. Intercompany transactions and
balances have been eliminated. Acquisitions made by the Group are included under the acquisition method of accounting and the consolidated financial statements include the results of such subsidiary from the relevant date of acquisition.



| | (3) |  | Research and development
| | --- |  | ------------------------



Expenditure on research and development is charged to the profit and loss account in the period in which it is incurred with the exception of expenditure
on the development of products and services where the outcome of those products is assessed as being reasonably certain as regards commercial viability and technical feasibility.



At the period end, no development expenditure had been capitalised.



| | (4) |  | Pension costs
| | --- |  | -------------



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



| | (5) |  | 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 period, are translated at the period-end rate of exchange. Exchange differences on monetary items are taken to the profit and loss account.



| | (6) |  | Financial instruments
| | --- |  | ---------------------



The element of facility arrangement fees relating to amounts of a facility drawn down in the same period are netted off the liability at draw down and
amortised over the period of the arrangement. Other fees are written off in the period incurred.



| | (7) |  | UMTS licence
| | --- |  | ------------



The UMTS licence is stated at cost less accumulated amortisation.



Licence fees are capitalised at cost and are amortised over the period of the licence. Amortisation is charged on a straight line basis from the
commencement of service of the network determined in relation to the development of the network infrastructure.



Page 4



---

Hutchison 3G UK Holdings Limited



Notes to the Financial Statements - 31 December 2000 (Unaudited)



Regular reviews are conducted on the licences carrying value 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.



| | (8) |  | Fixed assets and depreciation
| | --- |  | -----------------------------



Tangible fixed assets are stated at 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.



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
|---------------------- |  | -------------------
|Plant and equipment    |  | 10% - 33.3%        



Regular reviews are
conducted on assets 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.



| | (9) |  | 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 in equal instalments over the periods of the leases.



| | (10) |  | Deferred taxation
| | ---- |  | -----------------



Provision is made for deferred taxation, using the liability method, on all material timing differences to the extent that it is probable that a liability
or asset will crystallise in the foreseeable future.



Page 5



---

Hutchison 3G UK Holdings Limited



Notes to the Financial Statements - 31 December 2000 (Unaudited)



|2 |  | Loss on ordinary activities before taxation
|- |  | -------------------------------------------



|                                                                                |  | 2000 £000
|------------------------------------------------------------------------------- |  | ---------
|The loss on ordinary activities before taxation has been stated after charging: |  |          
|                                                                                | 
|Staff costs (Note 4)                                                            |  | 5,861    
|Auditors remuneration (Company : £nil)                                         |  | 49       
|Amounts paid to auditors in respect of non audit work                           |  | 281      
|Depreciation (Note 10)                                                          |  | 361      
|Operating lease expenditure  plant & machinery                                 |  | 7        
|Operating lease expenditure  other                                             |  | 2,357    
|Research and development                                                        |  | 213      
|                                                                                |  |          



Audit fees relating to
the Company were borne by the subsidiary, Hutchison 3G UK Limited.



|3 |  | Directors emoluments
|- |  | ---------------------



|                              |  | 2000 £000
|----------------------------- |  | ---------
|Aggregate emoluments          |  |         
|Company pension contributions |  |         
|                              |  |          



None of the Directors
received emoluments for services provided to the Group.



|4 |  | Staff costs
|- |  | -----------



|                |  | 2000 £000
|--------------- |  | ---------
|Salaries        |  | 4,979    
|Social Security |  | 604      
|Pension costs   |  | 278      
|                |  |          
|                |  | 5,861    
|                |  |          



Page 6



---

Hutchison 3G UK Holdings Limited



Notes to the Financial Statements - 31 December 2000 (Unaudited)



|5 |  | Employee information
|- |  | --------------------



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



|               |  | 2000Number
|-------------- |  | ----------
|Operations     |  | 102       
|Administration |  | 149       
|               |  |           
|               |  | 251       
|               |  |           



The average number of
people employed during the period was 70.



|6 |  | Interest receivable and similar income
|- |  | --------------------------------------



|                                       |  | 2000 £000
|-------------------------------------- |  | ---------
|Interest receivable from bank deposits |  | 14       
|                                       |  |          



|7 |  | Interest payable and similar charges
|- |  | ------------------------------------



|                               |  | 2000 £000
|------------------------------ |  | ---------
|Interest payable on bank loans |  | 315      
|Other charges                  |  | 3,000    
|                               |  |          
|                               |  | 3,315    
|                               |  |          

|8 |  | Tax on loss on ordinary activities
|- |  | ----------------------------------



|                               |  | 2000 £000
|------------------------------ |  | ---------
|Provision for the period:      |  |          
|Corporation tax charged at 30% |  |         
|                               |  |          



There is no tax charge
arising in the period as no chargeable profits were made. No deferred tax asset has been recognised in the financial statements.



The expenses recorded in the profit and loss account of the Companys subsidiary, Hutchison 3G UK Limited, may be tax deductible when the Company
commences to trade. To the extent they are tax deductible, they will constitute a deferred tax asset.



Page 7



---

Hutchison 3G UK Holdings Limited



Notes to the Financial Statements - 31 December 2000 (Unaudited)



|9 |  | UMTS licence
|- |  | ------------



|                      |  | Total 2000 £000
|--------------------- |  | ---------------
|Group                 |  |                
|Cost                  |  |                
|At 2 February 2000    |  |               
|Acquisitions          |  | 4,445,598      
|                      |  |                
|At 31 December 2000   |  | 4,445,598      
|                      |  |                
|Amortisation          |  |                
|At 2 February 2000    |  |               
|Charge for the period |  |               
|                      |  |                
|At 31 December 2000   |  |               
|                      |  |                
|Net book value        |  |                
|At 31 December 2000   |  | 4,445,598      
|                      |  |                



Included in the above
are the cost of a UK UMTS licence (the licence) and associated bid costs.



|10 |  | Tangible fixed assets
|-- |  | ---------------------



|                      |  | LeaseholdImprovements£000 |   |  | Plant andEquipment£000 |   |  | Assets in thecourse ofConstruction£000 |  | Total£000 |  
|--------------------- |  | ------------------------- | - |  | ---------------------- | - |  | -------------------------------------- |  | --------- | -
|Group                 |  |                           |   |  |                        |   |  |                                        |  |           |  
|Cost                  |  |                           |   |  |                        |   |  |                                        |  |           |  
|At 2 February 2000    |  |                          |   |  |                       |   |  |                                       |  |          |  
|Additions             |  | 236                       |   |  | 3,219                  |   |  | 7,304                                  |  | 10,759    |  
|                      |  |                           |   |  |                        |   |  |                                        |  |           |  
|At 31 December 2000   |  | 236                       |   |  | 3,219                  |   |  | 7,304                                  |  | 10,759    |  
|                      |  |                           |   |  |                        |   |  |                                        |  |           |  
|Depreciation          |  |                           |   |  |                        |   |  |                                        |  |           |  
|At 2 February 2000    |  |                          |   |  |                       |   |  |                                       |  |          |  
|Charge for the period |  | (68                       | ) |  | (293                   | ) |  |                                       |  | (361      | )
|                      |  |                           |   |  |                        |   |  |                                        |  |           |  
|At 31 December 2000   |  | (68                       | ) |  | (293                   | ) |  |                                       |  | (361      | )
|                      |  |                           |   |  |                        |   |  |                                        |  |           |  
|Net book value        |  |                           |   |  |                        |   |  |                                        |  |           |  
|At 31 December 2000   |  | 168                       |   |  | 2,926                  |   |  | 7,304                                  |  | 10,398    |  
|                      |  |                           |   |  |                        |   |  |                                        |  |           |  



Page 8



---

Hutchison 3G UK Holdings Limited



Notes to the Financial Statements - 31 December 2000 (Unaudited)



|11 |  | Investments
|-- |  | -----------



| |  |  | Investments in subsidiary undertakings
| |  |  | --------------------------------------



|Company                 |  | Shares2000£000 |  | Loans 2000 £000 |  | Total 2000 £000
|----------------------- |  | -------------- |  | --------------- |  | ---------------
|Cost                    |  |                |  |                 |  |                
|At 2 February 2000      |  |               |  |                |  |               
|Additions in the period |  |               |  | 4,445,487       |  | 4,445,487      
|                        |  |                |  |                 |  |                
|At 31 December 2000     |  |               |  | 4,445,487       |  | 4,445,487      
|                        |  |                |  |                 |  |                



The Company owns 100%
of the issued ordinary shares of Hutchison 3G UK Limited.



The
principal activity of the subsidiary is the development of the infrastructure and services necessary to provide third generation mobile multi media services in the UK. As part of a wider agreement between the Companys ultimate parent and
Telesystem International Wireless Inc, the subsidiary was acquired on 29 June 2000 and its accounts have been included in the consolidated financial statements.



The post acquisition results and cashflows of the subsidiary represent the only results and cash flows of the Group.



From the date of incorporation of the subsidiary to the date
of its acquisition by the Group, the subsidiarys accounting records show:



|                     |  | £000    |  
|-------------------- |  | ------- | -
|Turnover             |  |        |  
|                     | 
|Operating loss       |  |        |  
|                     |  |         |  
|Loss before taxation |  | (59,874 | )
|                     | 
|Taxation             |  |        |  
|                     |  |         |  



On 29 June 2000 the
Company acquired TIW UMTS UK Limited (the subsidiary), subsequently renamed Hutchison 3G UK Limited, for £1. At the date of acquisition the subsidiarys balance sheet contained the UMTS licence fee and associated bid costs of
£4,385million and liabilities of £4,445million representing the financing of these costs plus associated interest up to 29 June 2000. For the purpose of acquisition accounting, the fair value of the UMTS licence to the Group represents
the total costs of £4,445million incurred by the subsidiary up to 29 June 2000.



Page 9



---

Hutchison 3G UK Holdings Limited



Notes to the Financial Statements - 31 December 2000 (Unaudited)



|12 |  | Debtors
|-- |  | -------



|                                    |  | 2000£000
|----------------------------------- |  | --------
|Group                               |  |         
|Due within one year:                |  |         
|Other debtors                       |  | 3,655   
|Prepayments                         |  | 2,808   
|Amounts due from group undertakings |  | 688     
|                                    |  |         
|                                    |  | 7,151   
|                                    |  |         



|13 |  | Creditors - amounts falling due within one year
|-- |  | -----------------------------------------------



|                                  |  | 2000£000
|--------------------------------- |  | --------
|Group                             |  |         
|Bank loans                        |  | 42,781  
|Trade creditors                   |  | 7,896   
|Amounts due to group undertakings |  | 2,283   
|Taxation and social security      |  | 496     
|Other creditors                   |  | 173     
|Accruals and deferred income      |  | 10,528  
|                                  |  |         
|                                  |  | 64,157  
|                                  |  |         



Bank loans of
£42,781,000 relate to an interim facility held with the subsidiarys bankers and for which the ultimate parent company acts as guarantor. The loans were repaid in April 2001.



|14 |  | Called up share capital
|-- |  | -----------------------



|                                         |  | 2000£000 
|---------------------------------------- |  | ---------
|Group and Company                        |  |          
|Authorised:                              |  |          
|5 billion ordinary shares of £1 each     |  | 5,000,000
|                                         | 
|Allotted and fully paid:                 |  |          
|4,445,486,753 ordinary shares of £1 each |  | 4,445,487
|                                         |  |          



During the period
4,445,486,753 ordinary shares were issued at par value.



Page 10



---

Hutchison 3G UK Holdings Limited



Notes to the Financial Statements - 31 December 2000 (Unaudited)



|15 |  | Profit and loss account
|-- |  | -----------------------



|                               |  | 2000£000 |  
|------------------------------ |  | -------- | -
|Group                          |  |          |  
|At 2 February 2000             |  |         |  
|Loss for the period            |  | (28,293  | )
|                               |  |          |  
|Retained losses at 31 December |  | (28,293  | )
|                               |  |          |  



The Company has not
presented its own profit and loss account as permitted by Section 230 of the Companies Act 1985. The Companys loss for the period was £nil.



|16 |  | Reconciliation of movements in shareholders funds
|-- |  | --------------------------------------------------



|                                     |  | 2000£000  |  
|------------------------------------ |  | --------- | -
|Group                                |  |           |  
|Loss for the period                  |  | (28,293   | )
|Proceeds of issue of ordinary shares |  | 4,445,487 |  
|                                     |  |           |  
|Shareholders funds at 31 December   |  | 4,417,194 |  
|                                     |  |           |  
|Company                              |  |           |  
|Loss for the period                  |  |          |  
|Proceeds of issue of ordinary shares |  | 4,445,487 |  
|                                     |  |           |  
|Shareholders funds at 31 December   |  | 4,445,487 |  
|                                     |  |           |  



|17 |  | Reconciliation of operating loss to net cash outflow from operating activities
|-- |  | ------------------------------------------------------------------------------



|                                           |  | 2000£000 |  
|------------------------------------------ |  | -------- | -
|Group                                      |  |          |  
|Operating loss                             |  | (24,992  | )
|Depreciation                               |  | 361      |  
|(Increase) in debtors                      |  | (7,151   | )
|Increase in creditors                      |  | 19,580   |  
|                                           |  |          |  
|Net cash outflow from operating activities |  | (12,202  | )
|                                           |  |          |  



Page 11



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Hutchison 3G UK Holdings Limited



Notes to the Financial Statements - 31 December 2000 (Unaudited)



|18 |  | Reconciliation of movement in net debt
|-- |  | --------------------------------------



|                          |  | At2 February 2000£000 |  | Cash flow£000 |   |  | At31 December2000£000 |  
|------------------------- |  | --------------------- |  | ------------- | - |  | --------------------- | -
|Group                     |  |                       |  |               |   |  |                       |  
|Cash at bank and in hand  |  |                      |  | 18,204        |   |  | 18,204                |  
|Bank loans and overdrafts |  |                      |  | (42,781       | ) |  | (42,781               | )
|                          |  |                       |  |               |   |  |                       |  
|Net debt                  |  |                      |  | (24,577       | ) |  | (24,577               | )
|                          |  |                       |  |               |   |  |                       |  



|19 |  | Major non-cash transactions
|-- |  | ---------------------------



On 29 June 2000, the Company acquired a subsidiary which had gross assets and liabilities of £4.4 billion. The Company issued 4.4 billion ordinary
shares at the par value of £1 per share. The consideration for the shares was directed by the Company to be paid to Hutchison 3G UK Limited as an advance by the Company under a loan between the Company and Hutchison 3G UK Limited. Hutchison 3G
UK Limited in turn directed that the consideration be paid to its creditors in discharge of liabilities of an equivalent amount owed by it to such creditors.



|20 |  | Operating lease commitments
|-- |  | ---------------------------



At 31 December 2000, the Group had lease agreements in respect of buildings, office equipment, and motor vehicles for which the payments extend over a
number of years.



|                                                                    |  | Buildings£000 |  | OfficeEquipment£000 |  | Motor Vehicles£000 |  | Total£000
|------------------------------------------------------------------- |  | ------------- |  | ------------------- |  | ------------------ |  | ---------
|Annual commitments under non cancellable operating leases expiring: |  |               |  |                     |  |                    |  |          
|Within one year                                                     |  | 3,351         |  |                    |  |                   |  | 3,351    
|Within two to five years                                            |  | 123           |  | 14                  |  | 195                |  | 332      
|After five years                                                    |  | 4,154         |  |                    |  |                   |  | 4,154    
|                                                                    |  |               |  |                     |  |                    |  |          
|                                                                    |  | 7,628         |  | 14                  |  | 195                |  | 7,837    
|                                                                    |  |               |  |                     |  |                    |  |          



Page 12



---

Hutchison 3G UK Holdings Limited



Notes to the Financial Statements - 31 December 2000 (Unaudited)



|21 |  | 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.



Employees who join the
scheme contribute a minimum of 6% of salary per annum into the employees chosen scheme, whilst the employer contributes a minimum of 8% into the scheme.



|              |  | 2000£000
|------------- |  | --------
|Pension costs |  | 278     
|              |  |         



No payments due to
the plan by the Group were outstanding at the balance sheet date.



|22 |  | Capital commitments
|-- |  | -------------------



The Group entered into material capital contracts subsequent to the period end, the details of which are disclosed in note 23. At 31 December 2000, the
Group had no material contracted capital commitments (Company: £nil).



|23 |  | Post balance sheet events
|-- |  | -------------------------



On 23 February 2001 the Group agreed to lease space on 4,000 sites managed by Crown Castle UK Limited for a period of 25 years. An option to lease an
additional 2,536 sites was also taken. These sites are to be used to construct the infrastructure required to operate the Groups third generation mobile multi media services in the UK.



On 30 March 2001 the Group secured a £3.2billion interim bank facility
to be made available over a three-year period and which may be extended for an additional year, raised from a combination of bank, vendor finance, and Hutchison Whampoa Limited group sources. The facility is secured by a combination of fixed and
floating charges over the assets of the Group.



Also on 30
March 2001 Nokia UK Limited was selected as the core network provider. The radio access network contract was awarded jointly to Nokia UK Limited and NEC (UK) Limited.



During April 2001 the Company established, subject to relevant regulatory compliance, an unapproved share option scheme, for
eligible employees. 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.



Page 13



---

Hutchison 3G UK Holdings Limited



Notes to the Financial Statements - 31 December 2000 (Unaudited)



|24 |  | Related party transactions
|-- |  | --------------------------



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



|                                                                             |  | Profit & Loss Account transactions £000 |   |  | Balance Sheettransactions £000 |  | Balances atperiod end2000 £000 |  
|---------------------------------------------------------------------------- |  | --------------------------------------- | - |  | ------------------------------ |  | ------------------------------ | -
|Company                                                                      |  |                                         |   |  |                                |  |                                |  
|Hutchison Whampoa (Europe) Limited                                           |  | (2,283                                  | ) |  |                               |  | (2,283                         | )
|Hutchison Telecommunications International Limited                           |  |                                        |   |  | 18                             |  | 18                             |  
|Hutchison 3G Austria GmbH                                                    |  |                                        |   |  | 41                             |  | 41                             |  
|Hi3G Access AB                                                               |  |                                        |   |  | 321                            |  | 321                            |  
|Hutchison Whampoa Europe Investments S.à r.l. (formerly Symphonium S.à r.l.) |  |                                        |   |  | 308                            |  | 308                            |  
|                                                                             |  |                                         |   |  |                                |  |                                |  



Transactions relate to
operating expenses incurred on behalf of, or by, other group companies.



|25 |  | Ultimate Parent Undertaking
|-- |  | ---------------------------



The immediate parent company is Hutchison 3G UK Investments S.à r.l., a company incorporated in Luxembourg, which owns 50.099% of the share capital
and voting rights of the Company.



Hutchison Whampoa Limited,
incorporated in Hong Kong, is the parent undertaking and 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
Hutchison Whampoa Limited group companies, 65% of the share capital and voting rights of this Group.



Copies of the group accounts of Hutchison Whampoa Limited may be obtained from the Company Secretary at 22/F Hutchison House, 10 Harcourt Road, Hong Kong.



Page 14