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                                                                   Exhibit 10.64


               HUTCHISON TELECOMMUNICATIONS INTERNATIONAL LIMITED


                               SHARE OPTION SCHEME

        I, CHOW WOO Mo Fong Susan, a director of Hutchison Telecommunications
        International Limited, hereby certify that, pursuant to paragraph 2.4 of
        the rules of the Share Option Scheme hereto attached, the conditions set
        out in paragraph 2.1 of such rules were satisfied on the date set out
        below and that such date is the "Adoption Date" as defined in such
        rules:

        Adoption Date: 17 September 2004

                                                   /s/ Chow Woo Mo Fong Susan
                                                 -------------------------------
                                                 Name: CHOW WOO Mo Fong Susan
                                                 Position:  Director

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                                    I N D E X

Clause no.   Heading                                                    Page no.
----------   -------                                                    --------

     1       Definitions ......................................................1

     2       Conditions .......................................................4

     3       Purpose and administration .......................................4

     4       Grant of Options .................................................5

     5       Subscription Price ...............................................8

     6       Exercise of Options ..............................................8

     7       Early termination of Option Period ..............................10

     8       Maximum number of Shares available for subscription .............11

     9       Adjustments to the Subscription Price ...........................13

    10       Cancellation of Options .........................................14

    11       Share capital ...................................................15

    12       Disputes ........................................................15

    13       Alteration of this Scheme .......................................15

    14       Termination .....................................................16

    15       Miscellaneous ...................................................16

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1.      DEFINITIONS

1.1     In this Scheme the following expressions shall have the following
        meanings:

        "ADOPTION DATE"
                the date on which this Scheme becomes unconditional upon
                fulfilment of the conditions set out in paragraph 2.1;

        "ASSOCIATE"
                shall bear the meaning as defined in the Listing Rules;

        "AUDITORS"

                the auditors for the time being of the Company;

        "BUSINESS DAY"
                any day on which the Stock Exchange is open for the business of
                dealing in securities;

        "COMPANY"
                Hutchison Telecommunications International Limited, a company
                incorporated in the Cayman Islands with limited liability;

        "CONNECTED PERSON"
                shall bear the meaning as defined in the Listing Rules;

        "DIRECTORS"
                the directors of the Company for the time being or a duly
                authorised committee thereof;

        "ELIGIBLE PARTICIPANTS"
                the persons who may be invited by the Directors to take up
                Options as referred to in paragraph 4.1;

        "ELIGIBLE EMPLOYEE"
                any employee or consultant (as to functional areas of finance,
                business or personnel administration or information technology)
                (whether full time or part time, including any executive
                director but excluding any non-executive director) of the
                Company, any Subsidiary or any Invested Entity;

        "GRANTEE"
                any Eligible Participant who accepts the Offer in accordance
                with the terms of this Scheme or (where the context so permits
                and as referred to in paragraph 6.4(a)) his Personal
                Representative;

        "GROUP"
                the Company and its Subsidiaries;

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

        "INVESTED ENTITY"
                any entity in which any member of the Group holds an equity
                interest;

        "LISTING RULES"
                the Rules Governing the Listing of Securities on the Stock
                Exchange;

        "OFFER"
                an offer for the grant of an Option made in accordance with
                paragraph 4.3;

        "OFFER DATE"
                the date, which must be a Business Day, on which an Offer is
                made to an Eligible Participant or, in the case of an Offer for
                a further grant of Option under paragraph 8.3, the date, which
                must be a Business Day, of the meeting of the Directors for
                proposing such further grant;

        "OPTION"
                an option to subscribe for the Shares granted pursuant to this
                Scheme;

        "OPTION PERIOD"
                in respect of any particular Option, a period (which may not
                expire later than 10 years from the Offer Date of that Option)
                to be determined and notified by the Directors to the Grantee
                thereof and, in the absence of such determination, from the date
                of acceptance of the Offer of such Option to the earlier of (i)
                the date on which such Option lapses under the provisions of
                paragraph 7 and (ii) the date falling 10 years from the Offer
                Date of that Option;

        "PERSONAL REPRESENTATIVE(s)"
                the person or persons who, in accordance with the laws of
                succession applicable in respect of the death of a Grantee
                (being an individual), is or are entitled to exercise the Option
                granted to such Grantee (to the extent not already exercised);

        "SCHEME"
                this Share Option Scheme in its present form or as may be
                amended in accordance with paragraph 13;

        "SHARES"

                shares of HK$0.25 each in the Company, or, if there has been a
                subdivision, consolidation, reclassification or reconstruction
                of the share capital of the Company, shares forming part of the
                ordinary equity share capital of the Company of such other
                nominal amount as shall result from any such subdivision,
                consolidation, reclassification or reconstruction;

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        "STOCK EXCHANGE"
                The Stock Exchange of Hong Kong Limited or other principal stock
                exchange in Hong Kong for the time being or such other stock
                exchange which is the principal stock exchange (as determined by
                the Directors) on which the Shares are for the time being listed
                or traded;

        "SUBSCRIPTION PRICE"
                the price per Share at which a Grantee may subscribe for the
                Shares on the exercise of an Option pursuant to paragraph 6;

        "SUBSIDIARY"
                a company which is for the time being and from time to time a
                subsidiary (within the meaning of the Companies Ordinance
                (Chapter 32 of the Laws of Hong Kong)) of the Company, whether
                incorporated in Hong Kong, the Cayman Islands or elsewhere;

        "SUBSTANTIAL SHAREHOLDER"
                shall bear the meaning as defined in the Listing Rules;

         "Termination Date"
                close of business of the Company on the date which falls ten
                (10) years after the Adoption Date; and

        "HK$"
                Hong Kong dollars.

1.2     In this Scheme :

        (a)     paragraph headings are for ease of reference only and shall be
                ignored in construing this Scheme;

        (b)     references to paragraphs or sub-paragraphs are references to
                paragraphs or sub-paragraphs hereof;

        (c)     words importing the singular include the plural and vice versa;

        (d)     words importing one gender include both genders and the neuter
                and vice versa;

        (e)     references to persons include bodies corporate and
                unincorporated;

        (f)     references to any statutory provisions or rules prescribed by
                any statutory bodies shall include the same as from time to time
                amended, consolidated and re-enacted; and

        (g)     references to any statutory body shall include the successor
                thereof and any body established to replace or assume the
                functions of the same.

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2.      CONDITIONS

2.1     This Scheme is conditional upon:

        (a)     the Listing Committee of the Stock Exchange granting approval of
                the listing of and permission to deal in any Shares to be
                allotted and issued by the Company pursuant to the exercise of
                Options in accordance with the terms and conditions of this
                Scheme, and the commencement of dealings in the Shares on the
                Stock Exchange;

        (b)     the passing of the necessary resolution to approve and adopt
                this Scheme in general meeting or by way of written resolution
                of the shareholder(s) of the Company; and

        (c)     the passing of the necessary resolution to approve this Scheme
                in general meeting of the shareholder(s) of Hutchison Whampoa
                Limited.

2.2     If the conditions referred to in paragraph 2.1 are not satisfied within
a reasonable period (as determined by the Board), this Scheme shall forthwith
determine and no person shall be entitled to any rights or benefits or be under
any obligations under or in respect of this Scheme.

2.3     Reference in paragraph 2.1 to the Listing Committee of the Stock
Exchange formally granting the listing and permission referred to therein shall
include any such listing and permission which are granted subject to the
fulfilment of any condition precedent or condition subsequent.

2.4     A certificate of a Director that the conditions set out in paragraph 2.1
have been satisfied and the date on which such conditions were satisfied or that
such conditions have not been satisfied as of any particular date and the exact
date of the "Adoption Date" shall be conclusive evidence of the matters
certified.

3.      PURPOSE AND ADMINISTRATION

3.1     The purpose of this Scheme is to enable the Group to grant Options to
the Eligible Participants as incentives or rewards for their contribution to the
Group, to continue and/or render improved service with the Group, and/or to
establish a stronger business relationship between the Group and such
participants.

3.2     This Scheme shall be subject to the administration of the Directors
whose decision on all matters arising in relation to this Scheme or their
interpretation or effect shall (save for the grant of Options referred to in
paragraph 4.11 and the change of the terms of an Option referred to in paragraph
8.5 which shall be approved in the manner referred to therein and save as
otherwise provided herein) be final and binding on all persons who may be
affected thereby.

3.3     Subject to paragraphs 2 and 14, this Scheme shall be valid and effective
until the Termination Date, after which period no further Options may be issued
but the provisions of

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this Scheme shall remain in full force and effect to the extent necessary to
give effect to the exercise of any Options granted or exercised prior thereto or
otherwise as may be required in accordance with the provisions of this Scheme.

3.4     A Grantee shall ensure that the acceptance of an Offer, the holding and
exercise of his Option in accordance with this Scheme, the allotment and issue
of Shares to him upon the exercise of his Option and the holding of such Shares
are valid and comply with all laws, legislation and regulations including all
applicable exchange control, fiscal and other laws to which he is subject. The
Directors may, as a condition precedent of making an Offer and allotting Shares
upon an exercise of an Option, require an Eligible Participant to produce such
evidence as it may reasonably require for such purpose.

4.      GRANT OF OPTIONS

4.1     Subject to paragraphs 4.11 and 8, the Directors shall, in accordance
with the provisions of this Scheme, be entitled but shall not be bound at any
time within a period of ten (10) years commencing from the Adoption Date to make
an Offer to any person belonging to the following classes of participants to
subscribe, and no person other than the Eligible Participant named in such Offer
may subscribe for such number of Shares (being a board lot for dealings in the
Shares on the Stock Exchange or an integral multiple thereof) at such
Subscription Price as the Directors shall, subject to paragraph 9, determine:

        (a)     any Eligible Employee;

        (b)     any non-executive directors (including independent non-executive
                directors) of the Company, any Subsidiary or any Invested
                Entity;

        (c)     any supplier of goods or services to any member of the Group or
                any Invested Entity;

        (d)     any customer of any member of the Group or any Invested Entity;

        (e)     any person or entity that provides research, development or
                other technological support to any member of the Group or any
                Invested Entity;

        (f)     any shareholder of any member of the Group or any Invested
                Entity or any holder of any securities issued by any member of
                the Group or any Invested Entity;

        (g)     any other group or classes of participants contributing by way
                of joint venture, business alliance or other business
                arrangement to the development and growth of the Group; and

        (h)     for the purposes of this Scheme, any company wholly owned by any
                one or more persons belonging to any one or more of the above
                classes of Eligible Participants.

For the avoidance of doubt, the grant of any options by the Company for the
subscription of

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Shares or other securities of the Group to any person who falls within any of
the above classes of Eligible Participants shall not, by itself, unless the
Directors otherwise determine, be construed as a grant of Option under this
Scheme.

4.2     The eligibility of any of the Eligible Participants to an Offer shall be
determined by the Directors from time to time on the basis of their contribution
to the development and growth of the Group.

4.3     An Offer shall be made to an Eligible Participant in writing (and unless
so made shall be invalid) in such form as the Directors may from time to time
determine, either generally or on a case-by-case basis, specifying the number of
Shares and the Option Period in respect of which the Offer is made and further
requiring the Eligible Participant to undertake to hold the Option on the terms
on which it is to be granted and to be bound by the provisions of this Scheme
and shall remain open for acceptance by the Eligible Participant concerned (and
by no other person) for a period of up to 21 days from the Offer Date.

4.4     An Offer shall state, in addition to the matters specified in paragraph
4.3, the following:

        (a)     the name, address, position and company of the Eligible
                Participant;

        (b)     the number of Shares in respect of which the Offer is made and
                the Subscription Price for such Shares;

        (c)     the Option Period in respect of which the Offer is made or, as
                the case may be, the Option Period in respect of separate
                parcels of Shares comprised in the Offer;

        (d)     the last date by which the Offer must be accepted (which may not
                be later than 21 days from the Offer Date);

        (e)     the procedure for acceptance;

        (f)     the performance target(s) (if any) that must be attained by the
                Eligible Participant before any Option can be exercised;

        (g)     such other terms and conditions of the Offer as may be imposed
                by the Directors as are not inconsistent with this Scheme; and

        (h)     a statement requiring the Eligible Participant to undertake to
                hold the Option on the terms on which it is to be granted and to
                be bound by the provisions of this Scheme including, without
                limitation, the conditions specified in paragraphs 3.4, 6.1 and
                15.8 to 15.10, inclusive.

4.5     An Offer shall have been accepted by an Eligible Participant in respect
of all Shares which are offered to such Eligible Participant when the duplicate
letter comprising acceptance of the Offer duly signed by the Eligible
Participant together with a payment to the Company of HK$1.00 by way of
consideration for the grant thereof is received by the

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Company within such time as may be specified in the Offer (which shall not be
later than 21 days from the Offer Date). Such payment shall in no circumstances
be refundable.

4.6     Any Offer may be accepted by an Eligible Participant in respect of less
than the number of Shares which are offered provided that it is accepted in
respect of a board lot for dealing in the Shares on the Stock Exchange or an
integral multiple thereof (or if the number of Shares so indicated in the
duplicate letter is not an integral multiple of a board lot, the number shall be
deemed to be rounded down to the nearest integral number of a board lot) and
such number is clearly stated in the duplicate letter comprising acceptance of
the Offer duly signed by such Eligible Participant and received by the Company
together with a payment to the Company of HK$1.00 by way of consideration for
the grant thereof within such time as may be specified in the Offer (which may
not be later than 21 days from the Offer Date).

4.7     Upon an Offer being accepted by an Eligible Participant in whole or in
part in accordance with paragraph 4.5 or 4.6, an Option in respect of the number
of Shares in respect of which the Offer was so accepted will be deemed to have
been granted by the Company to such Eligible Participant on the date of such
acceptance. To the extent that the Offer is not accepted within the time
specified in the Offer in the manner indicated in paragraph 4.5 or 4.6, it will
be deemed to have been irrevocably declined.

4.8     The Option Period of an Option may not end later than ten (10) years
after the Offer Date of that Option.

4.9     The Options will not be listed or dealt in on the Stock Exchange.

4.10    For so long as the Shares are listed on the Stock Exchange:

        (a)     an Offer may not be made after a price sensitive event has
                occurred or a price sensitive matter has been the subject of a
                decision until such price sensitive information has been
                announced in accordance with the requirements of the Listing
                Rules. In particular, during the period commencing one month
                immediately preceding the earlier of:

                (i)     the date of the board meeting (as such date is first
                        notified to the Stock Exchange in accordance with the
                        Listing Rules) for the approval of the Company's results
                        for any year, half-year, quarterly or any other interim
                        period (whether or not required under the Listing
                        Rules); and

                (ii)    the last date on which the Company must publish an
                        announcement of its results for any year or half-year
                        under the Listing Rules, or quarterly or any other
                        interim period (whether or not required under the
                        Listing Rules),

                and ending on the date of the results announcement, no Offer may
                be made; and

        (b)     the Directors may not make any Offer to an Eligible Participant
                who is a

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                Director during the periods or times in which the Directors are
                prohibited from dealing in Shares pursuant to the Model Code for
                Securities Transactions by Directors of Listed Companies
                prescribed by the Listing Rules or any corresponding code of
                securities dealing restrictions adopted by the Company.

4.11    Without prejudice to paragraph 8.4, the making of an Offer to any
Director, chief executive or substantial shareholder of the Company, or any of
their respective associates must be approved by the independent non-executive
Directors (excluding any independent non-executive Director who or whose
associate is the proposed Grantee of an Option).

4.12    The Company shall include in its annual report a summary of the terms of
this Scheme and in its annual and half-year report information on the Options
granted, in each case in accordance with the requirements of the Listing Rules.

5.      SUBSCRIPTION PRICE

The Subscription Price in respect of any Option shall, subject to any
adjustments made pursuant to paragraph 9, be at the discretion of the Directors,
provided that it shall be not less than the highest of:

        (a)     the closing price of the Shares as stated in the Stock
                Exchange's daily quotations sheet for trade in one or more board
                lots of the Shares on the Offer Date; thereto

        (b)     the average closing price of the Shares as stated in the Stock
                Exchange's daily quotations sheets for trade in one or more
                board lots of the Shares for the five Business Days immediately
                preceding the Offer Date; and

        (c)     the nominal value of a Share.

For the purpose of calculating the Subscription Price where the Shares have been
listed for less than five Business Days, the new issue price shall be used as
the closing price for any Business Day falling within the period before listing.

6.      EXERCISE OF OPTIONS

6.1     An Option shall be personal to the Grantee and shall not be assignable
and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or
otherwise dispose of or create any interest whatsoever in favour of any third
party over or in relation to any Option or enter into any agreement so to do
except for the transmission of an Option on the death of a Grantee to his
Personal Representative(s). Any breach of the foregoing by a Grantee shall
entitle the Company to cancel any Option granted to such Grantee to the extent
not already exercised.

6.2     Unless otherwise determined by the Directors and stated in the Offer to
a Grantee, a Grantee is not required to achieve any performance targets before
the exercise of an Option granted to him.

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6.3     Subject to paragraphs 3.4 and 15.8 and the fulfillment of all terms and
conditions set out in the Offer, including the attainment of any performance
targets stated therein, an Option shall be exercisable in whole or in part in
the circumstances and in the manner as set out in paragraphs 6.4 and 6.5 by
giving notice in writing to the Company stating that the Option is thereby
exercised and the number of Shares in respect of which it is so exercised
(which, except where the number of Shares in respect of which the Option remains
unexercised is less than one board lot or where the Option is exercised in full,
must be for a board lot for dealings in Shares on the Stock Exchange or an
integral multiple thereof). Each such notice must be accompanied by a payment
for the full amount of the Subscription Price for Shares in respect of which the
notice is given. Within 21 days (7 days in the case of an exercise pursuant to
paragraph 6.4(c)) after receipt of the notice, the Company shall accordingly
allot the relevant number of Shares to the Grantee (or, in the event of an
exercise of Option by a Personal Representative pursuant to paragraph 6.4(a), to
the estate of the Grantee) fully paid and issue to the Grantee (or his estate in
the event of an exercise by his Personal Representative as aforesaid) a share
certificate for every board lot of Shares so allotted and a share certificate
for the balance (if any) of the Shares so allotted which do not constitute a
board lot.

6.4     Subject as hereinafter provided, an Option may (and may only) be
exercised by the Grantee at any time or times during the Option Period provided
that:

        (a)     if the Grantee is an Eligible Employee and in the event of his
                ceasing to be an Eligible Employee by reason of his death,
                ill-health or retirement in accordance with his contract of
                employment before exercising the Option in full, his Personal
                Representative(s) or, as appropriate, the Grantee may exercise
                the Option (to the extent not already exercised) in whole or in
                part in accordance with the provisions of paragraph 6.3 within a
                period of 12 months following the date of cessation of
                employment which date shall be the last day on which the Grantee
                was at work with the Company or the relevant Subsidiary or the
                Invested Entity whether salary is paid in lieu of notice or not,
                or such longer period as the Directors may determine or, if any
                of the events referred to in paragraph 6.4(c) or 6.4(d) occur
                during such period, exercise the Option pursuant to paragraph
                6.4(c) or 6.4(d) respectively;

        (b)     if the Grantee is an Eligible Employee and in the event of his
                ceasing to be an Eligible Employee for any reason other than his
                death, ill-health or retirement in accordance with his contract
                of employment or the termination of his employment on one or
                more of the grounds specified in paragraph 7.1(c) before
                exercising the Option in full, the Grantee may exercise the
                Option (to the extent not already exercised) in whole or in part
                in accordance with the provisions of paragraph 6.3 within a
                period of 30 days or such longer period as the Directors may
                determine following the date of such cessation or termination
                or, if any of the events referred to in sub-paragraph 6.4(c) or
                6.4(d) occur during such period, exercise the Option pursuant to
                paragraph 6.4(c) or 6.4(d) respectively. The date of cessation
                or termination as aforesaid shall be the last day on which the
                Grantee was actually at work with the Company or the relevant
                Subsidiary or the Invested Entity whether salary

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                is paid in lieu of notice or not;

        (c)     if a general or partial offer, whether by way of take-over
                offer, share repurchase offer, or scheme of arrangement or
                otherwise in like manner is made to all the holders of the
                Shares, or all such holders other than the offeror and/or any
                person controlled by the offeror and/or any person acting in
                association or concert with the offeror, the Company shall use
                all reasonable endeavours to procure that such offer is extended
                to all the Grantees on the same terms, mutatis mutandis, and
                assuming that they will become, by the exercise in full of the
                Options granted to them, shareholders of the Company. If such
                offer becomes or is declared unconditional or such scheme of
                arrangement is formally proposed to shareholders in the Company,
                the Grantee shall, notwithstanding any other terms on which his
                Options were granted (provided that any condition stated in the
                Offer pursuant to paragraph 4.4(f) must first be satisfied), be
                entitled to exercise the Option (to the extent not already
                exercised) to its full extent or to the extent specified in the
                Grantee's notice to the Company in accordance with the
                provisions of paragraph 6.3 at any time thereafter and up to the
                close of such offer (or any revised offer) or the record date
                for entitlements under scheme of arrangement, as the case may
                be. Subject to the above, an option (to the extent not already
                exercised) will lapse automatically on the date on which such
                offer (or, as the case may be, revised offer), closes; and

        (d)     in the event of an effective resolution being proposed for the
                voluntary winding-up of the Company during the Option Period,
                the Grantee may, subject to the provisions of all applicable
                laws, by notice in writing to the Company at any time prior to
                the date on which such resolution is passed, exercise his Option
                (to the extent not already exercised) either to its full extent
                or to the extent specified in such notice in accordance with the
                provisions of paragraph 6.3 and shall accordingly be entitled,
                in respect of the Shares falling to be allotted and issued upon
                the exercise of his Option, to participate in the distribution
                of the assets of the Company available in liquidation pari passu
                with the holders of the Shares in issue on the day prior to the
                date of such resolution.

6.5     Shares to be allotted and issued upon the exercise of an Option will be
subject to all the provisions of the Articles of Association of the Company for
the time being in force and will, subject to the completion of the registration
referred to below, rank pari passu in all respects with the then existing fully
paid Shares in issue on the date on which the Option is duly exercised or, if
that date falls on a day when the register of members of the Company is closed,
the first day of the re-opening of the register of members ("Exercise Date") and
accordingly will entitle the holders thereof to participate in all dividends or
other distributions paid or made on or after the Exercise Date other than any
dividend or other distribution previously declared or recommended or resolved to
be paid or made if the record date therefor shall be before the Exercise Date. A
Share allotted and issued upon the exercise of an Option shall not carry voting
rights until the name of the Grantee has been duly entered on the register of
members of the Company as the holder thereof.

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7.      EARLY TERMINATION OF OPTION PERIOD

7.1     The Option Period in respect of any Option shall automatically terminate
and that Option (to the extent not already exercised) shall lapse on the
earliest of:

        (a)     the expiry of the Option Period;

        (b)     the expiry of any of the periods referred to in paragraph 6.4;

        (c)     unless the Directors otherwise resolve in their absolute
                discretion, in respect of a Grantee who is an Eligible Employee,
                the date on which the Grantee ceases to be an Eligible Employee
                by reason of a termination of his employment on the grounds that
                he has been guilty of persistent or serious misconduct, or has
                committed any act of bankruptcy or has become insolvent or has
                made any arrangement or composition with his creditors
                generally, or has been convicted of any criminal offence (other
                than an offence which in the opinion of the Directors does not
                bring the Grantee or the Group or the Invested Entity into
                disrepute), or on any other ground which his employer would be
                entitled to terminate his contract of employment by summary
                dismissal;

        (d)     in respect of a Grantee other than an Eligible Employee, the
                date on which the Directors shall at their absolute discretion
                determine that (i) the Grantee or his associate has committed
                any breach of any contract entered into between the Grantee or
                his associate on the one part and the Group or any Invested
                Entity on the other part or that the Grantee has committed any
                act of bankruptcy or has become insolvent or is subject to any
                winding-up, liquidation or analogous proceedings or has made any
                arrangement or composition with his creditors generally; and
                (ii) the Option shall lapse; and

        (e)     the date on which the Directors shall exercise the Company's
                right to cancel the Option by reason of a breach of paragraph
                6.1 by the Grantee in respect of that or any other Option.

7.2     A resolution of the Directors to the effect that the employment of a
Grantee has or has not been terminated on one or more of the grounds specified
in paragraph 7.1(c) or that any event referred to in paragraph 7.1(d)(i) has
occurred shall be conclusive.

8.      MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION

8.1     The maximum number of Shares which may be allotted and issued upon
exercise of all outstanding Options granted and yet to be exercised under this
Scheme and any other share option schemes adopted by the Group shall not exceed
30 per cent. of the relevant class of securities of the Company (or the
Subsidiary) in issue from time to time. The maximum number of Shares the subject
of all Options shall include all Shares falling to be issued upon the exercise
of any Option by any Grantee (to the extent not already exercised) together with
all Shares which have already been issued pursuant to the exercise of any
Option, including options granted under any other employee share option schemes
of the Group. No options

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may be granted under this Scheme or any other share option scheme adopted by the
Group if the grant of such option will result in the limit referred to in this
paragraph 8.1 being exceeded.

8.2     The total number of Shares which may be allotted and issued upon
exercise of all Options (excluding, for this purpose, options which have lapsed
in accordance with the terms of this Scheme and any other share option scheme of
the Group) to be granted under this Scheme and any other share option scheme of
the Group must not in aggregate exceed 10 per cent. of relevant class of
securities of the Company (or the Subsidiary) in issue as at the date on which
the Shares are first listed and from which dealings therein are permitted to
take place on the Stock Exchange ("General Scheme Limit") provided that:

        (a)     subject to paragraph 8.1 and without prejudice to paragraph
                8.2(b), the Company may, in compliance with paragraph 8.6, seek
                approval of its shareholders in general meeting to refresh the
                General Scheme Limit provided that the total number of Shares
                which may be allotted and issued upon exercise of all Options to
                be granted under this Scheme and any other share option scheme
                of the Group must not exceed 10 per cent. of the relevant class
                of securities of the Company (or the Subsidiary) in issue as at
                the date of approval of the limit and for the purpose of
                calculating the limit, options (including those outstanding,
                cancelled, lapsed or exercised in accordance with this Scheme
                and any other share option scheme of the Group) previously
                granted under this Scheme and any other share option scheme of
                the Group will not be counted; and

        (b)     subject to paragraph 8.1 and without prejudice to paragraph
                8.2(a), the Company may, in compliance with paragraph 8.6, seek
                separate shareholders' approval in general meeting to grant
                Options under this Scheme beyond the General Scheme Limit or, if
                applicable, the extended limit referred to in paragraph 8.2(a)
                to Eligible Participants specifically identified by the Company
                before such approval is sought.

8.3     Subject to paragraph 8.4, the total number of Shares issued and which
may fall to be issued upon exercise of the Options and the options granted under
any other share option scheme of the Group (including both exercised or
outstanding options) to each Grantee in any 12-month period shall not exceed one
(1) per cent. of the issued share capital of the Company for the time being.
Where any further grant of Options to a Grantee under this Scheme would result
in the Shares issued and to be issued upon exercise of all options granted and
proposed to be granted to such person (including exercised, cancelled and
outstanding options) under this Scheme and any other share option schemes of the
Group in the 12-month period up to and including the date of such further grant
representing in aggregate over one (1) per cent. of the Shares in issue, such
further grant must, subject to paragraph 8.6, be separately approved by
shareholders of the Company in general meeting with such Grantee and his
associates abstaining from voting. The number and terms (including the
Subscription Price) of the Options to be granted (and Options previously granted
to such Grantee) must be fixed before the approval of the shareholders of the
Company and the date of the meeting of the Directors proposing such further
grant should be taken as the date of grant for the purpose of calculating the
Subscription Price.

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<PAGE>

8.4     Without prejudice to paragraph 4.11 and subject to paragraph 8.6, where
any grant of Options to a substantial shareholder or an independent
non-executive Director, or any of their respective associates, would result in
the Shares issued and to be issued upon exercise of all options already granted
and to be granted (including options exercised, cancelled and outstanding) to
such person in the 12-month period up to and including the date of such grant:

        (a)     representing in aggregate over 0.1 per cent. of the Shares in
                issue; and

        (b)     having an aggregate value, based on the closing price of the
                Shares at the Offer Date of each Offer, in excess of HK$5
                million;

such further grant of Options must be approved by shareholders of the Company in
general meeting.

8.5     Any change in the terms of an Option granted to any Grantee who is a
substantial shareholder or an independent non-executive director of the Company,
or any of their respective associates, must, subject to paragraph 8.6, be
approved by shareholders of the Company in general meeting.

8.6     For the purpose of seeking the approval of the shareholders of the
Company under paragraphs 8.2, 8.3, 8.4 and 8.5, the Company shall send a
circular to the shareholders containing the information required under the
Listing Rules and where the Listing Rules shall so require, the vote at the
shareholders' meeting convened to obtain the requisite approval shall be taken
on a poll with the following persons abstaining from voting:

        (a)     in the case of a further grant of Option under paragraph 8.3,
                the proposed Grantee and his associates; and

        (b)     in the case of a grant of Option under paragraph 8.4 and/or any
                proposed change in the terms of an Option granted as referred to
                in paragraph 8.5, all connected persons of the Company, except
                that any connected person must abstain from voting in favour at
                the general meeting.

9.      ADJUSTMENTS TO THE SUBSCRIPTION PRICE

9.1     In the event of any alteration in the capital structure of the Company
whilst any Option remains exercisable or this Scheme remains in effect, and such
event arises from a capitalisation of profits or reserves, rights issue of
securities to holders of the Shares (including any securities convertible into
share capital or warrants or options to subscribe for any share capital of the
Company, but excluding Options under this Scheme and options under any other
similar share option scheme of the Group), consolidation, subdivision or
reduction of the share capital of the Company, then, in any such case the
Company shall make an adjustment, if any, to:

        (a)     the number or nominal amount of Shares to which this Scheme or
                any Option(s) relates (insofar as it is/they are unexercised);
                and/or

                                     - 13 -

<PAGE>

        (b)     the Subscription Price of any Option; and/or

        (c)     (unless the relevant Grantee elects to waive such adjustment)
                the number of Shares comprised in an Option or which remain
                comprised in an Option; and/or

        (d)     the method of exercise of any Option; and/or

        (e)     the maximum number of Shares referred to in paragraph 8 above,

        provided that:

        (aa)    any such adjustment shall give the Grantee the same proportion
                of the issued share capital of the Company for which such
                Grantee would have been entitled to subscribe had he exercised
                all the Options held by him immediately prior to such
                adjustment;

        (bb)    any such adjustment shall be made on the basis that the
                aggregate Subscription Price payable by a Grantee on the full
                exercise of any Option shall remain as nearly as possible the
                same (but shall not be greater than) as it was before such
                event;

        (cc)    no such adjustment shall be made the effect of which would be to
                enable a Share to be issued at less than its nominal value;

        (dd)    the issue of Shares or other securities of the Group as
                consideration in a transaction shall not be regarded as a
                circumstance requiring any such adjustment.

In respect of any adjustment referred to in this paragraph 9.1, other than any
made on a capitalisation issue, the Auditors or such independent financial
adviser must confirm to the Directors in writing that the adjustments satisfy
the requirements of the relevant provisions of the Listing Rules.

9.2     If there has been any alteration in the capital structure of the Company
as referred to in paragraph 9.1, the Company shall, upon receipt of a notice
from a Grantee in accordance with paragraph 6.3, inform the Grantee of such
alteration and shall inform the Grantee of the adjustment to be made.

9.3     In giving any confirmation under this paragraph 9, the Auditors or the
independent financial adviser appointed under paragraph 9.1 shall be deemed to
be acting as experts and not as arbitrators and their confirmation shall, in the
absence of manifest error, be final, conclusive and binding on the Company and
all persons who may be affected thereby.

10.     CANCELLATION OF OPTIONS

10.1    Subject to paragraph 6.1, any Option granted but not exercised may not
        be cancelled

                                     - 14 -

<PAGE>

except with the written consent of the relevant grantee and the prior approval
of the Directors at their absolute discretion.

10.2    Where the Company cancels any Option granted to a Grantee but not
        exercised and issues new Option(s) to the same Grantee, the issue of
        such new Option(s) may only be made with available unissued Options
        (excluding, for this purpose, the Options so cancelled) within the
        General Scheme Limit or the limits approved by the shareholders of the
        Company pursuant to paragraph 8.2(a) or 8.2(b).

11.     SHARE CAPITAL

The exercise of any Option shall be subject to the members of the Company in
general meeting approving any necessary increase in the authorised share capital
of the Company. Subject thereto, the Directors shall make available sufficient
authorised but unissued share capital of the Company to allot the Shares on the
exercise of any Option.

12.     DISPUTES

Any dispute arising in connection with the number of Shares the subject of an
Option, or any adjustment under paragraph 9.1 shall be referred to the decision
of the Auditors who shall act as experts and not as arbitrators and whose
decision shall, in the absence of manifest error, be final, conclusive and
binding on all persons who may be affected thereby.

13.     ALTERATION OF THIS SCHEME

13.1    Subject to paragraphs 13.2 and 13.4 this Scheme may be altered in any
        respect by a resolution of the Directors except that:

        (a)     the provisions of this Scheme as to the definitions of "Eligible
                Participants", "Grantee", "Option Period" and "Termination Date"
                set out in paragraph 1.1;

        (b)     the provisions of this Scheme relating to the matters governed
                by Rule 17.03 of the Listing Rules;

shall not be altered to the advantage of Grantees or prospective Grantees except
with the prior sanction of a resolution of the Company in general meeting,
provided that no such alteration shall operate to affect adversely the terms of
issue of any Option granted or agreed to be granted prior to such alteration
except with the consent or sanction of such majority of the Grantees as would be
required of the holders of the Shares under the Articles of Association for the
time being of the Company for a variation of the rights attached to the Shares.

13.2    Subject to paragraph 13.3, any alterations to the terms and conditions
of this Scheme which are of a material nature shall be approved by the
shareholders of the Company except where the alterations take effect
automatically under the existing terms of this Scheme.

13.3    Any change to the authority of the Directors or the administrators of
this Scheme in relation to any alteration to the terms of this Scheme must be
approved by the shareholders

                                     - 15 -

<PAGE>

of the Company in general meeting.

13.4    The terms of this Scheme and/or any Options amended pursuant to this
paragraph 13 must comply with the applicable requirements of the Listing Rules.

14.     TERMINATION

The Company by resolution in general meeting may at any time terminate the
operation of this Scheme and in such event no further Options will be offered
but in all other respects the provisions of this Scheme shall remain in force to
the extent necessary to give effect to the exercise of any Options (to the
extent not already exercised) granted prior thereto or otherwise as may be
required in accordance with the provisions of this Scheme and Options (to the
extent not already exercised) granted prior to such termination shall continue
to be valid and exercisable in accordance with this scheme.

15.     MISCELLANEOUS

15.1    This Scheme shall not form part of any contract of employment between
the Company, any Subsidiary or any Invested Entity and any Eligible Employee and
the rights and obligations of any Eligible Employee under the terms of his
office or employment shall not be affected by his participation in this Scheme
or any right which he may have to participate in it and this Scheme shall afford
such an Eligible Employee no additional rights to compensation or damages in
consequence of the termination of such office or employment for any reason.

15.2    This Scheme shall not confer on any person any legal or equitable rights
(other than those constituting the Options themselves) against the Company
directly or indirectly or give rise to any cause of action at law or in equity
against the Company.

15.3    The Company shall bear the costs of establishing and administering this
Scheme, including any costs of the Auditors or any independent financial adviser
in relation to the preparation of any confirmation by them or provision of any
other service in relation to this Scheme.

15.4    A Grantee shall be entitled to receive copies of all notices and other
documents sent by the Company to holders of the Shares at the same time or
within a reasonable time of any such notices or documents being sent to holders
of Shares.

15.5    Any notice or other communication between the Company and a Grantee may
be given by sending the same by prepaid post or by personal delivery to, in the
case of the Company, its principal place of business in Hong Kong and, in the
case of the Grantee, his address in Hong Kong as notified to the Company from
time to time or, if none or incorrect or out of date, his last place of
employment with the Company, Subsidiary or Invested Entity or the Company's,
Subsidiary's or Invested Entity's principal place of business in Hong Kong from
time to time.

15.6    Any notice or other communication if sent by the Grantee shall be
irrevocable and shall not be effective until actually received by the Company.

                                     - 16 -

<PAGE>

15.7    Any notice or other communication if sent to the Grantee shall be deemed
to be given or made:

        (a)     one (1) day after the date of posting, if sent by mail; and

        (b)     when delivered, if delivered by hand.

15.8    A Grantee shall, before accepting an Offer or exercising his Option,
obtain all necessary consents that may be required to enable him to accept the
Offer or to exercise the Option and the Company to allot and issue to him in
accordance with the provisions of this Scheme the Shares falling to be allotted
and issued upon the exercise of his Option. By accepting an Offer or exercising
his Option, the Grantee thereof is deemed to have represented to the Company
that he has obtained all such consents. Compliance with this paragraph shall be
a condition precedent to an acceptance of an Offer by a Grantee and an exercise
by a Grantee of his Options.

15.9    A Grantee shall pay all tax and discharge all other liabilities to which
he may become subject as a result of his participation in this Scheme or the
exercise of any Option.

15.10   By accepting an Offer, an Eligible Participant shall be deemed
irrevocably to have waived any entitlement, by way of compensation for loss of
office or otherwise howsoever, to any sum or other benefit to compensate him for
loss of any rights under this Scheme.

15.11   Where these Rules require matters to be approved by the shareholders or
independent non-executive Director of the Company, such matters must be
simultaneously be approved by the shareholders or independent non-executive
directors of Hutchison Whampoa Limited where such approval by the shareholders
or independent non-executive directors of Hutchison Whampoa Limited is required
under Chapter 17 of the Listing Rules.

15.12   This Scheme and all Options granted hereunder shall be governed by and
construed in accordance with the laws of Hong Kong.


                          * * * END OF THE SCHEME * * *

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