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                                                                   Exhibit 10.39

                      DATED the 18th day of September 2004

                    HUTCHISON TELECOMMUNICATIONS LIMITED   (1)

                    WIDCOMBE LIMITED                       (2)

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

                ACKNOWLEDGMENT OF DEBT AND ASSIGNMENT OF ADVANCES
                                    AGREEMENT

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THIS AGREEMENT is made the 18th day of September 2004

BETWEEN

(1)  HUTCHISON TELECOMMUNICATIONS LIMITED, a company incorporated in Hong Kong
     whose registered office is at 22/F Hutchison House, 10 Harcourt Road, Hong
     Kong (the "HTL"); and

(2)  WIDCOMBE LIMITED, a company incorporated in British Virgin Islands whose
     registered office at P.O. Box 957, Offshore Incorporations Centre, Road
     Town, Tortola, British Virgin Islands (the "Widcombe").

WHEREAS:

(A)  Widcombe owes to HTL the Outstanding Debts (as defined below), which sum
     the parties have agreed is to be repaid to HTL on the terms and subject to
     the conditions set out herein.

(B)  HTL has made Advances (as defined below) to HTP and wishes to transfer to
     Widcombe, and Widcombe wishes to accept the assignment, of the Advances on
     the terms and subject to the conditions set out in this Agreement.

NOW THIS AGREEMENT WITNESSETH as follows:

Definitions

1.   In this Agreement, (including the Recitals), the words and expressions set
     out below shall have the respective meanings attributed to them below
     unless the context otherwise requires:

     "Debt" has the meaning given in Clause 2;

     "First Advance" means aggregate sum of US$14,868,227.63 advanced by HTL to
     HTP during the period from 1 January 2002 to 31 December 2002 (both days
     inclusive);

     "Second Advance" means the aggregate sum of US$8,778,598.60 advanced by HTL
     to HTP during the period from 1 January 2003 to 31 December 2003 (both days
     inclusive);

     "Third Advance" means the aggregate sum of US$3,960,000.00 advanced by HTL
     to HTP during the period from 1 January 2004 to 30 June 2004 (both days
     inclusive).

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Acknowledgement and Repayment of Debt

1.   HTL hereby confirms, and Widcombe hereby acknowledges that:

     (a)  On or about 31 December 2002, HTL assigned to Widcombe the First
          Advance for a consideration payable by Widcombe to HTL of
          US$14,868,227.63 (the "First Debt");

     (b)  on or about 31 December 2003, HTL assigned to Widcombe the Second
          Advance for a consideration payable by Widcombe to HTL of
          US$8,778,598.60 (the "Second Debt");

     (c)  that the First Debt and the Second Debt in the aggregate sum of
          US$23,646,826.23 (the "Outstanding Debts") is an outstanding debt owed
          by Widcombe to HTL as at the date of this Agreement.

2.   The Outstanding Debt shall be interest free and shall be repaid by Widcombe
     to HTL (or its nominee) upon demand by HTL.

Assignment of the Third Advance

3.   In consideration of the sum of US$3,960,000 payable by Widcombe to HTL, HTL
     as legal and beneficial owner of the Third Advance hereby assigns unto
     Widcombe absolutely all its rights, title and interest in the Third Advance
     together with all rights attaching thereto.

4.   HTL hereby warrants to Widcombe that:

     (a)  the Third Advance is valid and subsisting and free from all claims,
          charges, liens, encumbrances, options, equities of any kind,
          compromise, releases, waivers, defects, and any agreement for any of
          the same; and

     (b)  HTL has the right, authority and power to assign its benefit of and in
          the Third Advance in the manner set out in this Agreement.

Miscellaneous

5.   Each party hereto undertakes to the other parties that it will do all such
     things and execute all such documents as may be necessary or desirable to
     carry into effect or to give legal effect to the provisions of this
     Agreement and the transactions hereby contemplated.

6.   Each party undertakes that it shall not reveal, and shall cause its
     shareholders, directors, senior executives, employees and agents not to
     reveal, to any third party any information concerning the transactions
     contemplated hereunder and/or the contents hereof (collectively,
     "Confidential Information") without the prior

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     written approval of the other party hereto, save and except a disclosure of
     this Agreement to HTP.

     Nothing in this Clause 6 shall prevent a party hereto from using or
     disclosing any Confidential Information which (a) is already known by such
     party at the time it is disclosed to it; (b) has been rightfully received
     by such party from a third party without a breach of an obligation of
     confidentiality; (c) is in the public domain through no wrongful act of
     such party; (d) is independently developed by such party without use,
     directly or indirectly, of the Confidential Information; (e) is required to
     be disclosed by applicable law, regulation or legal process or by judicial
     order; or (f) is in connection with the proposed spin off and listing of
     Hutchison Telecommunications International Limited.

     Notwithstanding anything contained in this Agreement, each party
     acknowledges and agrees that the other party(ies) may be required by law or
     any competent regulatory body (including but without limitation to The
     Stock Exchange of Hong Kong Limited and the Securities and Futures
     Commission) to issue time sensitive and/or urgent announcements relating to
     this Agreement or matters contemplated under this Agreement. Each party
     shall procure to be provided to the other parties a copy of each drafts of
     such time sensitive and/or urgent announcements promptly, and shall
     consider in good faith any comments provided to it in a timely manner by
     the other parties to the extent reasonably practicable within the time
     frame stipulated by law or by the relevant competent regulatory body.

7.   Any notice required or permitted to be given by or under this Agreement
     shall be given in writing by delivering it to the party concerned to the
     address or facsimile number of that party below or such other address or
     facsimile number as the party concerned may have notified to the others in
     accordance with this Clause 5. Any such notice shall be deemed to be served
     if sent by hand at the time of delivery, or if sent by facsimile, on the
     date of complete transmission, or if sent by post, the third day after
     posting, or if sooner upon acknowledgement of receipt by or on behalf of
     the party to which it is addressed.

     Assignor:    Hutchison Telecommunications Limited
     Address:     22nd Floor, Hutchison House, 10 Harcourt Road, Hong Kong
     Attention:   The Company Secretary
     Fax No.:     (852) 2128 1778

     Assignee:    Widcombe Limited
     Address:     22nd Floor, Hutchison House, 10 Harcourt Road, Hong Kong
     Attention:   The Company Secretary
     Fax No.:     (852) 2128 1778

6.   This Agreement is governed by and shall be construed in accordance with the
     laws of the Hong Kong Special Administrative Region of the People's
     Republic of China ("Hong Kong") for the time being in force and the parties
     hereto hereby

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     irrevocably submit to the non-exclusive jurisdiction of the Hong Kong
     courts in relation to any proceedings arising out of or in connection with
     this Agreement.

IN WITNESS whereof this Agreement has been duly signed on the date first above
written.


Signed by Edith Shih           )
For and on behalf of           )
HUTCHISON TELECOMMUNICATIONS   )    /s/ Edith Shih
LIMITED                        )    ------------------------
in the presence of :           )


/s/ Steven P. Allen
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    Steven P. Allen


Signed by Ting Chan            )
For and on behalf of           )    /s/ Ting Chan
WIDCOMBE LIMITED               )    ------------------------
in the presence of :           )


/s/ Steven P. Allen
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