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                                                                   Exhibit 10.60

                             Dated 24 September 2004


                            HUTCHISON WHAMPOA LIMITED

                                       and

               HUTCHISON TELECOMMUNICATIONS INTERNATIONAL LIMITED


                            NON-COMPETITION AGREEMENT



Linklaters

10th Floor, Alexandra House
Chater Road
Hong Kong

Telephone (852) 2842 4888
Facsimile (852) 2810 8133/2810 1695

Ref: RHG/CMYG

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                            NON-COMPETITION AGREEMENT

This Agreement is made on 24 September 2004 between:

(1)     HUTCHISON WHAMPOA LIMITED a company incorporated under the laws of Hong
        Kong whose registered office is at 22nd Floor, Hutchison House, 10
        Harcourt Road, Central, Hong Kong ("HWL"); and

(2)     HUTCHISON TELECOMMUNICATIONS INTERNATIONAL LIMITED a company
        incorporated under the laws of the Cayman Islands whose business address
        in Hong Kong is at 18/F, Two Harbourfront, 22 Tak Fung Street, Hunghom,
        Kowloon, Hong Kong ("HTIL"),

each a "Party" and together the "Parties".

WHEREAS:

(A)     HTIL has applied for permission to list its ordinary shares on the Main
        Board of The Stock Exchange of Hong Kong Limited and for permission to
        list American depositary shares (the "ADS"), representing its ordinary
        shares, on the New York Stock Exchange, Inc. (together the "Listings").

(B)     Prior to the Listings, HTIL is a wholly-owned subsidiary of HWL.

(C)     HTIL and HWL have agreed to enter into this Agreement to clearly
        delineate their respective geographical markets, and their businesses
        within those markets, and to regulate their ongoing relationship upon
        completion of the Listings.

Now it is agreed as follows:

1       INTERPRETATION

        In this Agreement, unless the context otherwise requires, the provisions
        in this Clause 1 apply:

1.1     DEFINITIONS

        "ADS" has the meaning given in Recital A;

        "Business Day" means a day on which banks in Hong Kong are open for
        business (excluding Saturday and Sunday);

        "Competing Entity" means an entity which is engaged in any part of the
        Defined Businesses;

        "Competing Portion" has the meaning given in Clause 3.4.4(iv);

        "Competing Portion Offer Procedure" means the procedure described in
        Clause 3.6;

        "Competing Portion Offer" has the meaning given in Clause 3.4.4(iv);

        "Competing Portion Offeree" has the meaning given in Clause 3.6.1;

        "Competing Portion Offeror" has the meaning given in Clause 3.6.1;

        "Counter-Notice" has the meaning given in Clause 3.5.3;

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        "Defined Businesses" means the business of the provision of
        telecommunications services for voice, data and/or video, whether
        between fixed locations and/or moving locations, whether by wireline or
        wireless means, and the establishment, operation and maintenance of
        related facilities including the business of reselling such facilities
        and services but does not include:

        (a)     the business of providing satellite-based telecommunication
                services including but not limited to the ownership and
                operation of satellites, VSAT services, satellite, radio or
                television services, services provided through global satellite
                systems and global positioning services;

        (b)     radio or television broadcasting for simultaneous reception by
                the general public in a territory, whether free or for a charge;
                or

        (c)     cable television services.

        "Fair Value" has the meaning given in Clause 3.6.3;

        "Fair Value Determination Date" has the meaning given in paragraph 1.4.1
        of Schedule 2;

        "Fixed Telecommunications Business" means the business of the provision
        of telecommunication services for voice, data and/or video between fixed
        locations and/or locations with limited mobility around fixed points,
        whether by wireline or wireless means and the establishment, operation
        and maintenance of related facilities including the business of
        reselling such facilities and services, and which falls within the
        definition of Defined Businesses;

        "Group" means the HWL Group or the HTIL Group, as the case may be;

        "HKSE" means The Stock Exchange of Hong Kong Limited, being an
        internationally recognised stock exchange;

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

        "HTIL Affected Party" means any Subsidiary of HTIL and any company which
        is accounted for and consolidated in the audited consolidated accounts
        of HTIL, and "HTIL Affected Parties" shall be construed accordingly;

        "HTIL Group" means HTIL and the HTIL Affected Parties;

        "HTIL Territory" means all areas of the world other than the territories
        which comprise the HWL Territory;

        "HWL Affected Party" means any Subsidiary of HWL and any company which
        is accounted for and consolidated in the audited consolidated accounts
        of HWL, but excluding any member of the HTIL Group and "HWL Affected
        Parties" shall be construed accordingly;

        "HWL Group" means HWL and the HWL Affected Parties;

        "HWL Territory" means Western Europe, Australia, New Zealand, the United
        States, Canada and, unless and until HTIL has completed the purchase of
        shares in Hutchison Telecommunications Argentina S.A. pursuant to the
        exercise of the Option, Argentina;

        "Investment Purposes" means, in relation to the holding of shares in a
        company, a holding of such shares principally for the purpose of
        generating revenue or capital

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        appreciation and not conferring any direct or indirect board, management
        or other control over such company;

        "Listings" has the meaning given in Recital A;

        "New Opportunities" means any business opportunity offered to a member
        of the HWL Group or the HTIL Group, as the case may be, after the date
        of this Agreement which relates to the Defined Businesses;

        "Notice of Interest" has the meaning given in Clause 3.5.1;

        "Notice of Offer" has the meaning given in Clause 3.6.1;

        "Offeree" has the meaning given in Clause 3.5.1;

        "Offeror" has the meaning given in Clause 3.5.1;

        "Option" means the option granted to HTIL pursuant to an agreement dated
        on or around the date hereof to acquire the HWL Group's interest in
        Hutchison Telecommunications Argentina S.A. and any rights and
        obligations of any company within the HWL Group relating to Hutchison
        Telecommunications Argentina S.A.;

        "Right of First Refusal Procedure" means the procedure described in
        Clause 3.5;

        "Subsidiary" shall bear the meaning as defined in the Companies
        Ordinance, Chapter 32 of the laws of Hong Kong;

        "Territory" means the HWL Territory or the HTIL Territory, as the case
        may be;

        "VSAT" means Very Small Aperture Terminal; and

        "Western Europe" shall mean the member countries of the European Union
        (prior to its enlargement in 2004), Vatican City, San Marino, the
        Channel Islands, Monaco, Switzerland, Norway, Greenland and
        Liechtenstein.

1.2     SINGULAR, PLURAL, GENDER

        References to one gender include all genders and references to the
        singular include the plural and vice versa.

1.3     REFERENCES TO PERSONS AND COMPANIES

        References to:

        1.3.1   a person include any company, partnership or unincorporated
                association (whether or not having separate legal personality);
                and

        1.3.2   a company shall include any company, corporation or any body
                corporate, wherever incorporated.

1.4     SCHEDULES ETC.

        References to this Agreement shall include any Recitals and the
        Schedules to it and references to Clauses, Recitals and the Schedules
        are to Clauses of, and the Recitals and Schedules to, this Agreement.

1.5     HEADINGS

        Headings shall be ignored in interpreting this Agreement.

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2       CONDITION AND DURATION

2.1     CONDITION PRECEDENT

        The undertakings and obligations contained in Clauses 3.1 to 3.6 are
        conditional upon completion of either of the two Listings. If this
        condition is not satisfied on or before 31 December 2004, or such later
        date as the Parties may agree, this Agreement shall lapse and neither
        Party shall have any claims against the other, or any rights or
        obligations, under it.

2.2     Subject to the provisions of Clause 2.1, the restrictions in Clause 3
        shall continue in full force and effect without limit in point of time
        until the earlier of:

        2.2.1   the date which is one year after HWL ceases to control, directly
                or indirectly, more than 30% of HTIL's issued ordinary share
                capital, unless upon such cessation of HWL's interests, another
                party controls, directly or indirectly, 30% or more of HTIL's
                issued ordinary share capital, in which case the restrictions
                will terminate upon such cessation of HWL's interests; and

        2.2.2   the date upon which HTIL's shares and the ADS (or whichever of
                the HTIL shares and the ADS is listed if only one of the
                Listings is completed) cease to be listed on any internationally
                recognised stock exchange (provided that such delisting is
                voluntary and at the instigation of HTIL).

3       BUSINESS OPPORTUNITIES AND CROSS-REFERRALS

3.1     RESTRICTIONS ON COMPETITION

        3.1.1   HWL shall not solely or jointly or through representation of any
                person, enterprise or company, carry on, engage in or make any
                investment in any Defined Businesses within the HTIL Territory
                without HTIL's prior consent or, in the case of New
                Opportunities, compliance with the Right of First Refusal
                Procedure. Nothing in the foregoing shall restrict the continued
                holding of an interest in HTIL's issued share capital by HWL,
                whether directly or indirectly.

        3.1.2   HTIL shall not solely or jointly or through representation of
                any person, enterprise or company, carry on, engage in or make
                any investment in any Defined Businesses within the HWL
                Territory without HWL's prior consent or, in the case of New
                Opportunities, compliance with the Right of First Refusal
                Procedure.

        3.1.3   For the purpose of Clauses 3.1.1 and 3.1.2, the consent of HWL
                or HTIL means an affirmative vote of directors in the case of
                HWL or independent non-executive directors in the case of HTIL
                who do not have and are not deemed to have a material interest
                in the relevant matter, and such consent shall be given if the
                relevant Party is engaging in or proposing to engage in Defined
                Businesses which, in the opinion of the relevant directors of
                the other Party, the other Party is prevented from pursuing by
                itself for regulatory, commercial or other reasons, provided
                that the relevant Party engaging in or proposing to engage in
                such Defined Businesses negotiates in good faith the manner in
                which such opportunities may be pursued jointly in order to
                maximise the commercial benefit for both Parties, subject to
                compliance with all applicable regulatory requirements and
                ensuring that any joint participation does not infringe, nor is
                likely to infringe, any anti-trust, fair trading or similar
                legislation in any jurisdiction.

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3.2     RIGHTS OF FIRST REFUSAL FOR NEW OPPORTUNITIES

        3.2.1   HWL shall use its reasonable endeavours to procure that any New
                Opportunities arising from time to time, within the HTIL
                Territory, in which a member of the HWL Group is offered the
                chance to participate, are first offered to HTIL in accordance
                with the Right of First Refusal Procedure.

        3.2.2   HTIL shall use its reasonable endeavours to procure that any New
                Opportunities arising from time to time, within the HWL
                Territory, in which a member of the HTIL Group is offered the
                chance to participate, are first offered to HWL in accordance
                with the Right of First Refusal Procedure.

3.3     HWL AND HTIL AFFECTED PARTIES

        3.3.1   HWL agrees to use reasonable commercial endeavours to procure
                that each HWL Affected Party shall comply with the provisions of
                Clauses 3.1.1, 3.2.1, 3.5 and 3.6 as though they applied to such
                party.

        3.3.2   HTIL agrees to use reasonable commercial endeavours to procure
                that each HTIL Affected Party shall comply with the provisions
                of Clauses 3.1.2, 3.2.2, 3.5 and 3.6 as though they applied to
                such party.

3.4     EXCEPTIONS

        Nothing in this Agreement shall prevent any member of the HTIL Group or
        HWL Group from:

        3.4.1   carrying on, engaging in or making an investment in a business
                which is limited to the manufacture, sale, distribution or
                marketing of telecommunications equipment or accessories,
                whether or not such equipment or accessories are used in
                conjunction with the Defined Businesses, in any part of the
                world;

        3.4.2   providing roaming services to its own customers in the other
                Party's Territory as long as such services arise from and are
                directly connected to the provision of wireless or mobile
                telecommunications services offered by itself in its own
                Territory;

        3.4.3   carrying on, engaging in or making an investment in Fixed
                Telecommunications Business in the other Party's Territory
                provided that such business emanates from and is an integral
                part of its ordinary course of business and has its substantial
                operations and headquarters in its own Territory;

        3.4.4   the acquisition or holding of shares in a Competing Entity
                within the other Party's Territory provided that:

                (i)     such shares are held for Investment Purposes and are, or
                        are proposed to be, listed on any internationally
                        recognised stock exchange and such investment does not
                        exceed 15% of the outstanding voting stock of such
                        Competing Entity; or

                (ii)    the consolidated revenues of such Competing Entity from
                        any service or activity constituting part of the Defined
                        Businesses do not exceed 15% of the total consolidated
                        revenues of such Competing Entity at the date of
                        investment; or

                (iii)   such shares are held for Investment Purposes and do not
                        confer rights to be involved directly or indirectly with
                        the operations of such Competing

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                        Entity and are disclosed in writing by HWL or HTIL (as
                        the case may be) as holder of the shares to the other
                        Party prior to the date of the prospectus issued in
                        connection with the Listings; or

                (iv)    immediately after such acquisition or becoming the
                        holder of the shares in such Competing Entity or
                        acquiring a business which makes an existing entity a
                        Competing Entity within the other Party's Territory, the
                        other Party shall be given the right to buy the portion
                        of the Competing Entity's business that is in direct
                        competition (the "Competing Portion") in accordance with
                        the Competing Portion Offer Procedure (the "Competing
                        Portion Offer"); or

        3.4.5   providing services incidental to a business solution/service
                where the revenue derived from such services is less than 15% of
                the combined revenue derived from providing the business
                solution/service.

3.5     RIGHT OF FIRST REFUSAL PROCEDURE

        The Right of First Refusal Procedure shall be as follows:

        3.5.1   The Party required to make the right of first refusal offer (the
                "Offeror") shall serve a notice (the "Notice of Interest") on
                the other Party (the "Offeree") of its intended interest in the
                New Opportunity prior to it having such actual interest.

        3.5.2   The Notice of Interest shall include, or offer to provide
                reasonable access to, in so far as the Offeror is able, such
                information, documents, records and management as is reasonably
                necessary for the Offeree to make an informed assessment of the
                New Opportunity which is the subject of the Notice of Interest.

        3.5.3   If the Offeree is interested in pursuing the New Opportunity, it
                shall serve a notice on the Offeror (the "Counter-Notice")
                within 7 Business Days of receipt of the Notice of Interest
                indicating its interest and the Offeror shall as soon as
                reasonably practicable thereafter provide or procure the
                provision of information pertinent to consideration of the New
                Opportunity to the Offeree (to the extent that such information
                has not been provided pursuant to Clause 3.5.2).

        3.5.4   The Offeror shall use its reasonable endeavours to procure that
                the New Opportunity shall remain available for pursuit by the
                Offeree for at least 45 days from (i) the date all reasonable
                information pertinent to consideration of the New Opportunity
                has been provided to the Offeree pursuant to Clause 3.5.3 or
                (ii) the date of the Counter Notice if all reasonable
                information pertinent to consideration of the New Opportunity
                has been provided prior to the date of the Counter-Notice. The
                Offeror acknowledges that if the New Opportunity is in a market
                in which the Offeree has an existing business and, in the
                opinion of the Offeree, would compete with such existing
                business and, due to such competition the Offeree does not wish
                to pursue such New Opportunity, the Offeree will have to seek
                approval of its board comprising directors in the case of HWL or
                independent non-executive directors in the case of HTIL who do
                not, and are not deemed to, have a material interest in the
                matter for consideration of whether to reject the New
                Opportunity and whether to grant its consent to the Offeror
                pursuing the New Opportunity. The Offeree shall promptly notify
                the Offeror of any decision taken to reject the New Opportunity
                and to grant consent to the Offeror pursuing the New Opportunity
                or of any decision taken to withhold consent to the Offeror
                pursuing the New Opportunity.

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        3.5.5   The Offeror shall be deemed to have complied with the Right of
                First Refusal Procedure and shall be free to pursue its interest
                in the New Opportunity if prior to such pursuit:

                (i)     the Offeror has received a Counter-Notice from the
                        Offeree in the form described in Clause 3.5.3 but the
                        Offeree has not taken such reasonable steps as are
                        necessary to pursue the New Opportunity by the end of
                        the 45-day period referred to in Clause 3.5.4;or

                (ii)    the Offeror has received a notice from the Offeree
                        stating that it does not wish to pursue the New
                        Opportunity and consenting to the Offeror pursuing the
                        New Opportunity pursuant to Clause 3.5.4; or

                (iii)   the Offeror has not received any notice from the Offeree
                        concerning the New Opportunity within a period of 45
                        days from serving the Notice of Interest on the Offeree,
                        in which case the Offeree shall be deemed to have given
                        its consent to the Offeror pursuing such New
                        Opportunity.

        3.5.6   Notwithstanding the above, the Parties hereby agree that where
                the New Opportunity must be pursued faster than the time frame
                set out in this Clause 3.5 due to third party limitations, the
                Parties shall agree to such reasonable time frame to achieve and
                complete the Right of First Refusal Procedure to ensure that the
                New Opportunity may be duly pursued.

3.6     COMPETING PORTION OFFER PROCEDURE

        The Competing Portion Offer Procedure shall be as follows:

        3.6.1   The Party required to make the offer (the "Competing Portion
                Offeror") shall serve a notice on the other Party (the
                "Competing Portion Offeree") setting out the offer to purchase
                the Competing Portion (referred to in this Clause 3.6 as the
                "Notice of Offer").

        3.6.2   The Notice of Offer shall include, or offer to provide
                reasonable access to, such information, documents, records and
                management as is reasonably necessary to enable the Competing
                Portion Offeree to make an informed assessment of the Competing
                Portion which is the subject of the Notice of Offer.

        3.6.3   The consideration to be paid by the Competing Portion Offeree
                for the Competing Portion shall be the fair market value of the
                Competing Portion (the "Fair Value") which shall be determined
                in accordance with Schedule 2.

        3.6.4   The Competing Portion Offeree shall serve a notice on the
                Competing Portion Offeror, within 30 Business Days after the
                Fair Value Determination Date indicating either:

                (i)     that the Competing Portion Offeree wishes to acquire the
                        Competing Portion; or

                (ii)    that the Competing Portion Offeree does not wish to
                        acquire the Competing Portion.

        3.6.5   If the Competing Portion Offeree serves a notice described in
                Clause 3.6.4 (i), the Competing Portion Offeror and the
                Competing Portion Offeree shall execute such agreements as may
                be reasonably necessary and on such terms as the Parties may
                agree to effect the transfer of the Competing Portion to the
                Offeree, provided

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                that the Competing Portion Offeror shall furnish to the
                Competing Portion Offeree, such representations, warranties and
                undertakings as have been provided to the Competing Portion
                Offeror in its acquisition of the relevant Competing Entity in
                so far as they are referable to the Competing Portion and
                subject to appropriate limitations and disclosures.

        3.6.6   If the Competing Portion Offeree serves a notice of the kind
                described in Clause 3.6.4 (ii) or does not serve any notice of
                the kind described in Clause 3.6.4 within the 30 Business Day
                period referred to in Clause 3.6.4, the Competing Portion Offer
                shall lapse.

3.7     REASONABLENESS OF RESTRICTIONS

        Each Party agrees that the restrictions contained in Clauses 3.1 and 3.2
        are no greater than is reasonable and necessary for the protection of
        their interests but if any such restriction shall be held to be void but
        would be valid if deleted in part or reduced in application, such
        restriction shall apply with such deletion or modification as may be
        necessary to make it valid and enforceable.

3.8     RE-NEGOTIATION OF RESTRICTIONS

        If technological developments in relation to the Defined Businesses or
        changes in the competitive landscape for the Defined Businesses after
        the date of this Agreement are such that the underlying philosophy of
        delineating each Party's respective markets along geographical lines set
        out in this Agreement, when applied in accordance with the terms of this
        Agreement, becomes commercially impractical or unreasonable, either
        Party may by giving notice to the other Party request that this Clause 3
        be re-negotiated. The Parties shall thereafter co-operate with each
        other and undertake such re-negotiation in good faith.

4       OTHER PROVISIONS

4.1     FURTHER ASSURANCE

        At any time after the date of this Agreement each Party shall execute
        such documents and do such acts and things as the other Party may
        reasonably require for the purpose of giving to such other Party the
        full benefit of all the provisions of this Agreement.

4.2     WHOLE AGREEMENT

        This Agreement contains the whole agreement between the Parties relating
        to the subject matter of this Agreement at the date of this Agreement to
        the exclusion of any terms implied by law which may be excluded by
        contract and supersedes any previous written or oral agreement between
        the Parties in relation to the matters dealt with in this Agreement.

4.3     REASONABLENESS

        Each of the Parties confirms it has received independent legal advice
        relating to all the matters provided for in this Agreement and agrees
        that the provisions of this Agreement are fair and reasonable.

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4.4     ASSIGNMENT

        This Agreement is personal to the Parties. Accordingly neither Party
        may, without the prior written consent of the other, assign the benefit
        of all or any of the other's obligations under this Agreement, or any
        benefit arising under or out of this Agreement.

4.5     VARIATION

        No variation of this Agreement shall be effective unless in writing and
        signed by or on behalf of each of the Parties.

4.6     TIME OF THE ESSENCE

        Time shall be of the essence of this Agreement both as regards any dates
        and periods mentioned and as regards any dates and periods which may be
        substituted for them in accordance with this Agreement or by agreement
        in writing between the Parties.

4.7     COSTS

        Except as agreed otherwise, each Party shall bear its own costs which it
        incurs in connection with the preparation, negotiation, entry into and
        performance of this Agreement.

4.8     NOTICES

        4.8.1   Any notice or other communication in connection with this
                Agreement shall be in writing in English, delivered by fax,
                pre-paid first class post or courier.

        4.8.2   A notice shall be sent to the relevant address specified in
                Schedule 1, or such other address as may be notified to all the
                Parties;

        4.8.3   A notice shall be effective upon receipt and shall be deemed to
                have been received at the time of delivery if delivered by
                pre-paid first class post or courier or at the time of
                transmission if delivered by fax.

4.9     INVALIDITY

        If any provision in this Agreement shall be held to be illegal, invalid
        or unenforceable, in whole or in part, the provision shall apply with
        whatever deletion or modification is necessary so that the provision is
        legal, valid and enforceable and gives effect to the commercial
        intention of the Parties.

4.10    COUNTERPARTS

        This Agreement may be entered into in any number of counterparts, all of
        which taken together shall constitute one and the same instrument. The
        Parties may enter into this Agreement by signing any such counterpart.

4.11    CONFIDENTIALITY

        4.11.1  Each Party shall treat as strictly confidential and not disclose
                or use any information received or obtained as a result of
                entering into this Agreement and not disclose the terms of this
                Agreement.

        4.11.2  Clause 4.11.1 shall not prohibit disclosure or use if and to the
                extent:

                (i)     the disclosure or use is required by law, any regulatory
                        body or the rules and regulations of any internationally
                        recognised stock exchange (including

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                        but not limited to disclosure of this agreement in any
                        offering document prepared by either Party in connection
                        with its listing on any internationally recognised stock
                        exchange);

                (ii)    the disclosure or use is required to vest the full
                        benefit of this Agreement in either Party;

                (iii)   the disclosure or use is required for the purpose of any
                        judicial proceedings arising out of this Agreement or
                        any other agreement entered into under or pursuant to
                        this Agreement or the disclosure is reasonably required
                        to be made to a taxation authority in connection with
                        the taxation affairs of the disclosing Party;

                (iv)    the disclosure is made to professional advisers of the
                        disclosing Party on terms that such professional
                        advisers undertake to comply with the provisions of
                        Clause 4.11.1 in respect of such information as if they
                        were a party to this Agreement;

                (v)     the information or the terms of the Agreement become
                        publicly available (other than by breach of this
                        Agreement);

                (vi)    the other Party has given prior written approval to the
                        disclosure or use;

                (vii)   the information is independently developed by either
                        Party,

                provided that prior to disclosure or use of any information
                pursuant to Clause 4.11.2(i), (ii), (iii) (except in the case of
                disclosure to a taxation authority) or (iv), the Party concerned
                shall promptly notify the other Party of such requirement with a
                view to providing the other Party with the opportunity to
                contest such disclosure or use or otherwise to agree the timing
                and content of such disclosure or use.

4.12    GOVERNING LAW AND DISPUTE RESOLUTION

        4.12.1  This Agreement shall be governed by and construed in accordance
                with the laws of Hong Kong.

        4.12.2  The Parties irrevocably agree that the courts of Hong Kong are
                to have exclusive jurisdiction to settle any dispute which may
                arise out of or in connection with this Agreement. The Parties
                irrevocably submit to the jurisdiction of such courts and waive
                any objection to proceedings in any such court on the ground of
                venue or on the ground that proceedings have been brought in an
                inconvenient forum.

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In witness whereof this Agreement has been duly executed.

SIGNED by

for and on behalf of
HUTCHISON WHAMPOA
LIMITED:


SIGNED by

for and on behalf of
HUTCHISON
TELECOMMUNICATIONS
INTERNATIONAL LIMITED:

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                                   SCHEDULE 1

                                     NOTICES

PARTY                                      CONTACT DETAILS
----------------------------------------   -------------------------------------
Hutchison Whampoa Limited                  22nd Floor, Hutchison House
                                           10 Harcourt Road
                                           Central
                                           Hong Kong

                                           Fax:        +852 2128 1778
                                           Attention:  The Company Secretary

Hutchison Telecommunications               18/F, Two Harbourfront
International Limited                      22 Tak Fung Street
                                           Hunghom
                                           Kowloon
                                           Hong Kong

                                           Fax:        +852 2827-3001
                                           Attention:  The Company Secretary

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                                   SCHEDULE 2

                           PRICE OF COMPETING PORTION

1.1     The Fair Value shall be determined in accordance with this Schedule 2.

1.2     In this Schedule,

        "Investment Bank" shall mean any one of the largest five international
        investment banks with a recognised area of expertise of valuing
        companies of the type that carry on the business comprising the
        Competing Portion, as agreed by the Parties, or failing such agreement,
        such international investment bank chosen by the President of the Law
        Society of Hong Kong;

1.3     Determination of Fair Value

        1.3.1   Appointment of expert

                The Fair Value shall be determined by the Investment Bank, which
                shall be jointly appointed by the Parties, in accordance with
                the provisions below or as the Parties may otherwise agree. The
                Investment Bank shall be appointed within 14 Business Days after
                the date on which the Competing Portion Offeror has served the
                Notice of Offer. The fees of the Investment Bank shall be borne
                by the Parties equally.

        1.3.2   Method and adjustments

                The Investment Bank shall determine the Fair Value of the
                Competing Portion on the following assumptions and bases:

                (a)     valuing the sale of the Competing Portion as an arm's
                        length sale between a willing seller and a willing
                        buyer;

                (b)     if the Competing Portion comprises a business carried on
                        as a going concern, the continuing of the Competing
                        Portion as a going concern and assuming that the
                        Competing Portion Offeree would be able to continue to
                        enjoy all rights and benefits accruing to the Competing
                        Portion as at the date immediately prior to the
                        completion of the proposed sale; and

                (c)     valuing the Competing Portion as a rateable proportion
                        of the total value of the Competing Entity without any
                        premium or discount being attached.

        1.3.3   The Investment Bank shall determine the Fair Value to reflect
                any other factors which the Investment Bank reasonably believes
                should be taken into account.

        1.3.4   If any difficulty arises in applying any of these assumptions or
                bases then the Investment Bank shall resolve that difficulty in
                such manner as it shall in its absolute discretion think fit.

1.4     Determination

        1.4.1   The Investment Bank shall be instructed to determine the Fair
                Value within 30 Business Days of its appointment or prior to
                such other date as may be agreed in writing by the Parties and
                shall notify the Parties of its determination in

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                accordance with such time-frame (the date of notification being
                the "Fair Value Determination Date").

        1.4.2   The Investment Bank shall act as expert and not as arbitrator
                and its determination shall be final and binding on the Parties
                (in the absence of fraud or manifest error).

        1.4.3   In determining Fair Value pursuant to this Schedule, the
                Competing Portion Offeror shall, subject to any confidentiality
                obligations to which the Competing Portion Offeror is subject,
                grant the Investment Bank access to all accounting records or
                other relevant documents of the Competing Entity and the
                Competing Portion and shall procure that the Competing Entity
                shall instruct its agents, representatives, employees, directors
                and executives to give such assistance to the Investment Bank as
                the Investment Bank reasonably requests in order to determine
                the Fair Value.

        1.4.4   In determining Fair Value pursuant to this Schedule, the Parties
                may make representations to the Investment Bank which the
                Investment Bank may, in its sole discretion, choose to take
                account of, provided that the taking into account of any such
                representations shall not delay the time frame for determining
                Fair Value set out in this Schedule.

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                                TABLE OF CONTENTS

CONTENTS                                                                    PAGE

1       Interpretation.........................................................1

2       Condition and Duration.................................................4

3       Business Opportunities and Cross-Referrals.............................4

4       Other Provisions.......................................................8

Schedule 1 Notices............................................................12

Schedule 2 Price of Competing Portion.........................................13