<PAGE>
                                                                   EXHIBIT 10.49


                                                                  EXECUTION COPY



                               DATED 27 JULY 2004





                  CHINA NETCOM CORPORATION (HONG KONG) LIMITED
                                 (AS GUARANTOR)




                                  IN FAVOR OF




             INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED
                             (AS SECURITY TRUSTEE)






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

                            GUARANTEE AND INDEMNITY

                        IN RESPECT OF THE OBLIGATIONS OF
                        ASIA NETCOM CORPORATION LIMITED

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







                                RICHARDS BUTLER
                                   HONG KONG
<PAGE>
                               TABLE OF CONTENTS



CLAUSE                                                           PAGE NO.

<Table>
<S>  <C>                                                         <C>
1.   DEFINITIONS AND CONSTRUCTION....................................1

2.   GUARANTEE AND INDEMNITY.........................................4

3.   CONTINUING GUARANTEE............................................5

4.   REPRESENTATIONS AND WARRANTIES..................................7

5.   TAXES AND OTHER DEDUCTIONS......................................9

6.   COSTS, CHARGES AND EXPENSES....................................11

7.   UNDERTAKINGS...................................................11

8.   CLAIMS BY GUARANTOR............................................21

9.   FURTHER INDEMNITIES............................................22

10.  GUARANTOR IPO DATE.............................................22

11.  SUSPENSE ACCOUNT...............................................23

12.  SET OFF........................................................23

13.  FURTHER ASSURANCE..............................................23

14.  NOTICES........................................................23

15.  WAIVERS, AMENDMENTS AND CONSENTS, REMEDIES, SEVERABILITY,
     ASSIGNMENT, COUNTERPARTS AND DEED..............................24

16.  GOVERNING LAW AND JURISDICTION.................................26

SCHEDULE 1..........................................................27

FORM OF CONFIDENTIALITY UNDERTAKING.................................27

SIGNATURE PAGE......................................................28

</Table>




_______________________________________________________________________________
[Guarantee and Indemnity]

                                      -i-
<PAGE>

THIS DEED OF GUARANTEE AND INDEMNITY (this "Deed") is made on 27 July, 2004
between:

(1)      CHINA NETCOM CORPORATION (HONG KONG) LIMITED, a company incorporated
         and existing under the laws of Hong Kong, whose registered office is
         situated at 59/F., Bank of China Tower, 1 Garden Road, Central, Hong
         Kong (the "GUARANTOR"); and

(2)      INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED, a company
         incorporated under the laws of Hong Kong acting through its head office
         at 10/F, ICBC Asia Building, 122-126 Queen's Road Central, Hong Kong
         acting on its own behalf and as security trustee for and on behalf of
         itself and the Finance Parties (the "SECURITY TRUSTEE").

WHEREAS:

(A)      By a facility agreement signed on 2 December, 2003 (but held undated in
         escrow) as released from escrow and amended and restated by the
         Supplemental and Amendment Deed (the "FACILITY AGREEMENT") entered into
         by (1) Asia Netcom Corporation Limited, as borrower (the "BORROWER");
         (2) the banks and financial institutions named therein as lenders (the
         "LENDERS"); (3) Industrial and Commercial Bank of China (Asia) Limited
         as arranger (the "ARRANGER"); and (4) Industrial and Commercial Bank of
         China (Asia) Limited as facility agent (the "FACILITY AGENT"), the
         Lenders have agreed, upon and subject to the terms of the Facility
         Agreement, to make available to the Borrower a term loan facility of up
         to US$150,000,000 (the "FACILITY") for the purposes more particularly
         specified therein.

(B)      It is a condition precedent to the Lenders making the Facility
         available to the Borrower that the Guarantor executes and delivers this
         Deed.

NOW THIS DEED WITNESSES as follows:

1.       DEFINITIONS AND CONSTRUCTION

1.1      TERMS DEFINED

         In this Deed, unless the context otherwise requires, terms and
         expressions used or defined in the Facility Agreement shall have the
         same meaning and construction and:

         "BALANCE SHEET" means the audited balance sheet of the Guarantor as of
         31 December, 2003 prepared in accordance with GAAP, or if as of a later
         date, the then latest audited or unaudited (as the case may be)
         consolidated balance sheet of the Guarantor, as required to be
         delivered by the Guarantor to the Security Trustee pursuant to Clause
         7.2 and prepared in accordance with the terms of Clause 7.2.

         "BALANCE SHEET DATE" means with respect to a Balance Sheet, the date up
         to and in

_______________________________________________________________________________
[Guarantee and Indemnity]

                                      -1-
<PAGE>
         respect of which that Balance Sheet has been prepared.

         "CITIBANK LIEN" means the lien created by the Guarantor in favour of
         Citibank,N.A. acting through its branches in Beijing and Hong Kong
         ("CITIBANK") pursuant to a security agreement dated as of 15 April 2002
         between Citibank and the Guarantor in respect of, among other things,
         (a) the obligations owed by China Netcom Corporation Limited to
         Citibank, N.A. acting through its branch in Beijing pursuant to a
         facility agreement dated 15 April 2002, as amended from time to time;
         and (b) the obligations owed by the Guarantor to Citibank, N.A. acting
         through its branch in Hong Kong pursuant to a foreign exchange
         agreement dated 15 April 2002, as amended from time to time.

         "ELIGIBLE CORPORATION" means an international corporation with a credit
         rating of "A" or above (as determined by Standard & Poor's
         International Ratings or if not rated by Standard & Poor's, the
         equivalent credit rating as determined by Moody's).

         "EQUITY" shall have the meaning given to it in Clause 7.6(a).

         "GAAP" means generally accepted accounting principles, standards and
         practices in Hong Kong in effect from time to time.

         "GUARANTEED OBLIGATIONS" means any and all moneys, liabilities and
         obligations (whether actual or contingent, whether now existing or
         hereafter arising, whether or not for the payment of money, and
         including, without limitation any obligation to pay damages for breach
         of contract) which are or may become payable by the Borrower to the
         Security Trustee and/or the other Finance Parties or any of them
         pursuant to the Facility Agreement and/or any other Finance Document
         and/or all other obligations hereby guaranteed.

         "GUARANTOR GROUP" means the Guarantor and its Subsidiaries.

         "GUARANTOR IPO DATE" means the earliest date on which:

         (a)      the Guarantor has completed an initial public offering and the
                  listing of the share capital of the Guarantor on a Guarantor
                  Stock Exchange (a "GUARANTOR IPO"); and

         (b)      by reference to the Guarantor's audited consolidated financial
                  statements:

                  (i)      the Consolidated Tangible Net Worth (as defined in
                           Clause 7.18) of the Guarantor is not less than
                           US$3,000,000,000;

                  (ii)     the Consolidated Total Assets (as defined in Clause
                           7.18) of the Guarantor is not less than
                           US$10,000,000,000; and

                  (iii)    the Consolidated Financial Indebtedness (as defined
                           in Clause 7.18) of the Guarantor does not exceed 200
                           per cent of the Consolidated Tangible Net Worth (as
                           defined in Clause 7.18) of the Guarantor.

_______________________________________________________________________________
[Guarantor and Indemnity]

                                      -2-
<PAGE>
        "PRIVATE EQUITY FUND" mean either:

        (a)      a private equity fund (i) managed by an investment fund
                 manager which is a member of and/or funded and/or established
                 by a private equity group or entity which group or entity has
                 been established for more than 6 months prior to the relevant
                 proposed disposal or further disposal, as the case may be, of
                 no more than 20% of the Borrower's shares or other Equity
                 referred to in Clause 7.6(b), (ii) the aggregate value of the
                 assets managed under such fund is more than US$100,000,000 but
                 less than US$150,000,000 and such fund has more than one
                 investor, (iii) which does not in aggregate hold or control
                 more than 20% of the total issued share capital and other
                 Equity in the Borrower, and (iv) the amount invested in the
                 Borrower by such fund is not more than 50% of the aggregate
                 value of such fund: or

        (b)      a private equity fund (i) managed by an investment fund manager
                 which is a member of and/or funded and/or established by a
                 private equity group or entity which group or entity has been
                 established for more than 6 months prior to the relevant
                 proposed disposal or further disposal, as the case may be, of
                 no more than 20% of the Borrower's shares or other Equity
                 referred to in Clause 7.6(b), (ii) the aggregate value of the
                 assets managed under such fund is more than US$150,000,000 and
                 such fund has more than one investor and (iii) the amount
                 invested in the Borrower by such fund is not more than 50% of
                 the aggregate value of such fund,

        and in respect of which in each case, prior to any proposed disposal or
        further disposal, as the case may be, referred to in Clause 7.6(b), the
        Security Trustee and the Lenders are satisfied, within a reasonable
        period of time after requesting information on the proposed Transferee,
        subsequent transferees or successors in title of such Transferee as
        referred to in Clause 7.6(b), that each of the Finance Parties will be
        able to comply with all legal and regulatory requirements applicable in
        the PRC and Hong Kong regarding such proposed transferee and its
        interest in the Borrower, the non-compliance with which would prevent
        any Finance Party form continuing to maintain the Facility or otherwise
        fulfilling their respective obligations under the Finance Documents.

        "TAX ON OVERALL NET INCOME" of a person shall be construed as a
        reference to a Tax imposed on that person by the jurisdiction in which
        its principal office (and/or, in the case of a Lender, its Facility
        Office) is located by reference to (a) the net income, profits or gains
        received or receivable (but not any sum deemed to be received or
        receivable) of that person worldwide or (b) such of its net income,
        profits or gains received or receivable (but not any sum deemed to be
        received or receivable) as arise in or relate to that jurisdiction.

        "TELECOMMUNICATIONS PROVIDER" means a provider or telecommunications
        with a credit rating of "BB-" or above (as determined by Standard &
        Poor's International Ratings, or, if not rated by Standard & Poor's, the
        equivalent credit rating as determined by Moody's).

        "TRANSFEREE" shall have the meaning given to it in Clause 7.6(b).

1.2     TRUST



_______________________________________________________________________________
[Guarantee and Indemnity]

                                      -3-
<PAGE>
         All rights, benefits, interests, powers and discretions granted to or
         conferred upon the Security Trustee under this Deed shall be held by
         the Security Trustee on trust for the benefit of itself as Security
         Trustee and each other Finance Party from time to time. The trust
         constituted by this Clause shall come into existence on the date of
         this Deed and shall last for so long as any part of the Guaranteed
         Obligations remains outstanding, provided that, for the purposes of the
         rule against perpetuities, the perpetuity period applicable to the
         trust constituted under this Clause and dispositions made or to be made
         pursuant to this Deed and this trust, is hereby specified as a period
         of eighty (80) years less one (1) day from the date of this Deed.

1.3      CLAUSE HEADINGS

         Clause headings and the table of contents are inserted for convenience
         of reference only and shall be ignored in the interpretation of this
         Deed.

1.4      CONSTRUCTION

         In this Deed, unless the context otherwise requires:

         (a)      Clause 1.3 of the Facility Agreement shall be deemed
                  incorporated in this Deed mutatis mutandis as if set out
                  separately in this Deed;

         (b)      references to "DISPOSAL" includes any sale, transfer, grant,
                  assignment, lease, exchange or other disposal, whether
                  voluntary or involuntary, and "DISPOSE" shall be construed
                  accordingly; and

         (c)      references to the "BORROWER", the "GUARANTOR", any "SECURITY
                  PARTY", the "SECURITY TRUSTEE", a "FINANCE PARTY" or any
                  "LENDER" include, where the context permits, their respective
                  successors and permitted transferees and permitted assigns in
                  accordance with their respective interests.

2.       GUARANTEE AND INDEMNITY

2.1      GUARANTEE

         In consideration of the Lenders agreeing to make the Facility available
         to the Borrower upon the terms and conditions of the Facility
         Agreement, the Guarantor hereby unconditionally and irrevocably
         guarantees to the Security Trustee on behalf of each Finance Party, as
         a continuing obligation, the due and punctual payment and performance
         of the Guaranteed Obligations in the currency or respective currencies
         in which the same is payable under the terms of the Facility Agreement
         and the due and punctual performance and observance by the Borrower of
         all other obligations of the Borrower contained in the Facility
         Agreement and any other Finance Document to which it is a party,
         notwithstanding any dispute between any Finance Party and the Borrower,
         and if the Borrower fails to pay any amount of the Guaranteed
         Obligations when due the Guarantor shall pay such amount to the
         Security Trustee in the required currency as aforesaid forthwith upon
         receiving the Security Trustee's first written demand.

2.2      INDEMNITY

_______________________________________________________________________________
[Guarantee and Indemnity]

                                      -4-
<PAGE>
         Without prejudice to the guarantee contained in Clause 2.1, the
         Guarantor, as principal obligor and not merely as surety, hereby
         unconditionally and irrevocably undertakes, as a separate, primary,
         additional and continuing obligation, to indemnify the Security Trustee
         and each Finance Party against all losses, liabilities, damages, costs
         and expenses whatsoever without duplication arising out of any failure
         by the Borrower to make due, and punctual payment of the Guaranteed
         Obligations or in the due and punctual performance and observance of
         all other obligations under the Facility Agreement or any other Finance
         Document.  This indemnity shall remain in effect notwithstanding that
         the guarantee under Clause 2.1 may cease to be valid or enforceable
         against the Guarantor for any reason whatsoever.

3.       CONTINUING GUARANTEE

3.1      CONTINUING GUARANTEE

         This Deed shall be a continuing guarantee and shall remain in full
         force and effect until the final and irrevocable payment in full of the
         Guaranteed Obligations, notwithstanding the insolvency or liquidation
         or any incapacity or change in the constitution or status of the
         Borrower or the Guarantor or any other person or any intermediate
         settlement of account or other matter whatsoever.  This Deed is in
         addition to, and independent of, any Security Interest, guarantee or
         other security or right or remedy now or at any time hereafter held by
         or available to the Security Trustee or any other Finance Party.

3.2      PROTECTIVE CLAUSES

         Without limiting Clause 3.1, neither the liability of the Guarantor nor
         the validity or enforceability of this Deed shall be prejudiced,
         affected or discharged by:-

         (a)      the granting of any time or indulgence to any Security Party
                  or any other person in respect of the Guaranteed Obligations;

         (b)      any variation or modification of the Facility Agreement, any
                  of the other Finance Documents or any other document referred
                  to therein or related thereto;

         (c)      the invalidity or unenforceability of any obligation or
                  liability of any party under the Facility Agreement or any of
                  the other Finance Documents or any other documents referred to
                  therein or related thereto;

         (d)      any invalidity or irregularity in the execution of the
                  Facility Agreement or any of the other Finance Documents or
                  any other documents referred to therein or related thereto;

         (e)      any lack of capacity or deficiency in the powers of any
                  Security Party (other than the Guarantor) or any other person
                  to enter into or perform any of its obligations under the
                  Facility Agreement or any of the other Finance Documents to
                  which it is party or any other documents referred to therein
                  or related thereto or any irregularity in the exercise thereof
                  or any lack of authority by any person


_______________________________________________________________________________
[Guarantee and Indemnity]

                                      -5-
<PAGE>


                 purporting to act on behalf of any Security Party (other than
                 the Guarantor) or such other person;


        (f)      the insolvency, bankruptcy or liquidation or any incapacity,
                 disability or limitation of any Security Party (other than the
                 Guarantor) or any other person or any change in the
                 constitution or status of any Security Party or any other
                 person;

        (g)      the Facility Agreement or any other Finance Document, Security
                 Interest, guarantee or other security or right or remedy being
                 or becoming held by or available to any Finance Party or by any
                 other person or by any of the same being or becoming wholly or
                 partly void, voidable, unenforceable or impaired or by any
                 Finance Party at any time releasing, refraining from enforcing,
                 varying or in any other way dealing with any of the same or any
                 power, right or remedy any Finance Party may now or hereafter
                 have from or against any Security Party or any other person;

        (h)      any waiver, exercise, omission to exercise, compromise, renewal
                 or release of any rights against any Security Party or any
                 other person or any compromise, arrangement or settlement with
                 any of the same; or

        (i)      any act, omission, event or circumstance which would or may but
                 for this provision operate to prejudice, affect or discharge
                 this Deed or the liability of the Guarantor hereunder.


3.3     UNRESTRICTED RIGHT OF ENFORCEMENT

        This Deed may be enforced and demands may be made from time to time
        without any Finance Party (or any trustee or agent on its behalf) first
        having to make any demand or have recourse to any other security or
        rights or taking any other steps or proceedings against any Security
        Party (save as may be required by the Facility Agreement) or any other
        person and may be enforced for any balance due after resorting to any
        one or more other means of obtaining payment or discharge of the monies,
        obligations and liabilities hereby secured.

3.4     DISCHARGE AND RELEASE

        Notwithstanding any discharge, release or settlement from time to time
        between any Finance Party and the Guarantor or any other Security Party,
        if any security, disposition or payment granted or made to any Finance
        Party in respect of the Guaranteed Obligations by the Guarantor or any
        other person is avoided or set aside or ordered to be surrendered, paid
        away, refunded or reduced by virtue of any provision, law or enactment
        relating to bankruptcy, insolvency, liquidation, winding-up, composition
        or arrangement for the time being in force or for any other reason, the
        Security Trustee shall be entitled hereafter to enforce this Deed as if
        no such discharge, release or settlement had occurred.

3.5     EVIDENCE OF DEBT

        Any statement of account signed in good faith by an authorised signatory
        of the Security Trustee as correct showing any amount due under the
        Facility Agreement or under any


_______________________________________________________________________________
[Guarantee and indemnity]


                                      -6-
<PAGE>
        other Finance Document shall, in the absence of manifest error, be
        conclusive evidence of the amount so due.

3.6     APPLICATION OF PROCEEDS

        All moneys received by the Security Trustee and the Lenders pursuant to
        this Deed shall be applied in or towards reduction of the Guaranteed
        Obligations in accordance with Clauses 6 and 13.5 of the Facility
        Agreement.

4.      REPRESENTATIONS AND WARRANTIES

4.1     REPRESENTATIONS AND WARRANTIES

        The Guarantor represents and warrants to the Security Trustee for the
        benefit of each Finance Party that:-

        (a)      STATUS AND DUE AUTHORISATION: it is a company duly
                 incorporated and validity existing under the laws of Hong Kong
                 with power and authority to enter into this Deed and perform
                 its obligations under this Deed and all action (including any
                 corporate action) required by the Guarantor to authorise its
                 execution and delivery of this Deed and the performance of its
                 obligations under this Deed has been duly taken;

        (b)      POWER AND AUTHORITY: it has full power, authority and legal
                 right to own its property and assets and to carry on its
                 business as such business is now being conducted;

        (c)      LEGAL VALIDITY: this Deed constitutes or, when so executed and
                 delivered, will constitute legal, valid and binding
                 obligations of the Guarantor enforceable in accordance with
                 its terms;

        (d)      NON-CONFLICT WITH LAWS: the entry into, performance and
                 delivery of this Deed and the transactions contemplated by
                 this Deed do not and will not conflict with or result in:
                 (i) a breach of any law, judgment or regulation or any
                 official or judicial order, or (ii) a breach of the
                 constitutional documents of the Guarantor, or (iii) a material
                 breach of any agreement or document to which the Guarantor is
                 a party or which is binding upon it or any of its assets or
                 revenues with a monetary value greater than US$500,000, nor
                 cause any limitation placed on it or the powers of its
                 directors to be exceeded or result in the creation or
                 imposition of any Security Interest on any part of its assets
                 or revenues pursuant to the provisions of any such agreement
                 or document;

        (e)      NO CONSENTS: each consent, authorisation, licence or approval
                 of, or registration with, or declaration to, governmental or
                 public bodies or authorities or courts in Hong Kong and/or the
                 United States of America and/or any jurisdiction relevant to
                 the Guarantor IPO required for or in connection with, the
                 execution, validity, delivery and admissibility in evidence of
                 this Deed, or the performance by the Guarantor of its
                 obligations under this Deed has been obtained or effected as

_______________________________________________________________________________
[Guarantee and Indemnity]

                                      -7-
<PAGE>
                 appropriate;

        (f)      LITIGATION: no litigation, arbitration or administrative
                 proceeding is taking place or pending or, to the knowledge
                 of the directors of the Guarantor, threatened against it or
                 any of its assets which would materially and adversely affect
                 its business, assets or financial condition or its ability
                 to perform its obligations under this Deed;

        (g)      WINDING UP: the Guarantor has not taken any corporate action
                 and, to the knowledge of the directors of the Guarantor, no
                 other step has been taken or legal proceedings have been
                 commenced or threatened against it for its winding-up,
                 dissolution, administration or reorganisation or for the
                 appointment of a receiver, administrator, trustee or similar
                 officer of it or all or any of its assets or revenues except
                 as permitted by Clause 17.1(g) (Winding-up) of the Facility
                 Agreement;

        (h)      PARI PASSU RANKING: its obligations hereunder rank at least
                 pari passu with all its other present and future unsecured
                 and unsubordinated obligations save for any obligations
                 mandatorily preferred by law and not by contract;

        (i)      TAX LIABILITIES: the Guarantor has complied with all Taxation
                 laws in all material respects in all jurisdictions in which
                 it is subject to Taxation and has paid all Taxes due and
                 payable by it (other than Taxes contested by the Guarantor in
                 good faith by appropriate proceeding and for which provisions
                 have been appropriately made in accordance with GAAP); no
                 material claims are being asserted against it with respect to
                 Taxes;

        (j)      NO EVENT OF DEFAULT OR NO DEFAULT:

                 (A)      to the knowledge of the directors of the Guarantor
                          after due enquiry, no Default has occurred and is
                          continuing provided that the Guarantor makes no
                          representation with respect to Clause 17.1(v)
                          (Financial Covenants) of the Facility Agreement; and

                 (B)      the Guarantor is not and would not, with the giving
                          of notice or lapse of time or satisfaction of any
                          other condition or any combination thereof, be in
                          breach of or in default under any agreement relating
                          to Financial Indebtedness to which it is a party
                          or by which it may be bound and which breach or
                          default would be reasonably likely to have a
                          material and adverse effect on the ability of the
                          Guarantor to perform its obligations under this Deed;

        (k)      NO IMMUNITY: it is generally subject to civil and commercial
                 law and to legal proceedings and neither the Guarantor nor any
                 or its assets or revenues is entitled to any immunity or
                 privilege (sovereign or otherwise) from any set-off, judgment,
                 execution, attachment or other legal process;

        (l)      FINANCIAL STATEMENTS: the audited financial statements
                 (including the profit and loss account and balance sheet) of
                 the Guarantor for the financial year ended 31

_______________________________________________________________________________
[Guarantee and Indemnity]



                                      -8-
<PAGE>
     December 2003 and the unaudited financial statements (including the profit
     and loss account the balance sheet) of the Guarantor for the financial year
     ended 31 March 2004 respectively were prepared in accordance with all
     applicable laws and regulations and GAAP and fairly present the financial
     position of the Guarantor as of such date, and there has been no material
     adverse change in the business or financial condition of the Guarantor
     since 31 December 2003;

(m)  OTHER INFORMATION: all documents supplied to the Security Trustee by or on
     behalf of the Guarantor in connection with any of the Finance Documents or
     the transactions contemplated herein or thereby is true and accurate in all
     material respects and not materially misleading and all forecasts and
     projections contained therein (if any) were made after due and careful
     consideration on its part (or on the part of the party making the same)
     based on fair and reasonable assumptions;

(n)  SHAREHOLDING: except as permitted under Clause 7.6(b), the Guarantor owns
     and controls directly or indirectly 100% of the issued share capital and
     other Equity of the Borrower; and

(o)  CITIBANK LIEN: the Citibank Lien has been released and the Indebtedness
     secured thereby has been fully satisfied.

4.2  CONTINUING REPRESENTATIONS AND WARRANTY

     Each of the representations and warranties in this Clause 4.1
     (Representations and Warranties) are made on the date of this Deed and
     shall be deemed to be repeated on each Drawdown Date (by reference to the
     facts and circumstances then subsisting, save that reference to the audited
     or unaudited financial statements in Clause 4.1(l) shall be construed as a
     reference to the then latest financial statements required to be delivered
     by the Guarantor to the Security Trustee pursuant to Clause 7.2) and;

     (a)  in the case of those representations and warranties contained in
          Clauses 4.1(a),(b),(c),(d)(ii), d(iii), (e), (f)(j),(k) and (n) are
          deemed to be repeated (by reference to the facts and circumstances
          then subsisting) by the Guarantor on each Interest Payment Date that
          occurs prior to the Guarantor IPO Date; and

     (b)  in the case of those representations and warranties contained in
          clauses 4.1(a),(c),(d)(ii),(j)(B) and (k), are deemed to be repeated
          (by reference to the facts and circumstances then subsisting) by the
          Guarantor on each Interest Payment Date that occurs subsequent to the
          Guarantor IPO Date.

5.   TAXES AND OTHER DEDUCTIONS

5.1  TAX GROSS-UP

     (a)  All sums payable by the Guarantor under this Deed shall be paid in
          full without any restriction or condition and free and clear of any
          Tax or other deductions or withholdings of any nature except to the
          extent that the Guarantor is required by

_______________________________________________________________________________
[Guarantee and Indemnity]


                                     - 9 -


<PAGE>
          law to make payment subject to any Taxes.

     (b)  If at any time the Guarantor or any other person is required in any
          jurisdiction to make any deduction or withholding in respect of Taxes
          or otherwise from any payment due under this Deed for the account of
          the Security Trustee or any other Finance Party (or if the Security
          Trustee is required to make any such deduction or withholding from a
          payment to any other Finance Party), the sum due from the Guarantor in
          respect of such payment shall be increased to the extent necessary to
          ensure that, after the making of such deduction or withholding, the
          Security Trustee and each Finance Party receives on the due date for
          such payment (and retains, free from any liability in respect of such
          deduction or withholding) a net sum equal to the sum which it would
          have received had no such deduction or withholding been required to be
          made.

     (c)  The Guarantor's obligations under Clause 5.1(a) and Clause 5.1(b)
          shall not apply in respect of any Tax on Overall Net Income levied on
          a Finance Party.

     (d)  All Taxes required by law to be deducted or withheld by the Guarantor
          from any amounts paid or payable under this Deed shall be paid by the
          Guarantor when due (except for such amounts being disputed by the
          Guarantor in good faith) to the relevant taxing authority.

5.2  TAX INDEMNITY

     The Guarantor shall indemnify each Finance Party against any losses or
     costs incurred by any of them by reason of:

     (a)  any failure of the Guarantor to make any such deduction or withholding
          referred to in Clause 5.1; or

     (b)  any increased payment referred to in Clause 5.1 not being made on the
          due date for such payment; or

     (c)  any Taxes which are being disputed by the Guarantor and remaining
          unpaid; or

     (d)  any liability suffered (directly or indirectly) for or on account of
          Tax by that Finance Party in respect of any payment received or
          receivable or deemed to be received or receivable under a Finance
          Document.

5.3  EVIDENCE OF PROOF

     The Guarantor shall, within 14 days of being requested in writing by the
     Security Trustee, deliver to the Security Trustee any receipts,
     certificates or other proof evidencing the amounts (if any) paid or payable
     to the appropriate authority in respect of any deduction or withholding as
     aforesaid.

5.4  TAX CREDIT


________________________________________________________________________________
[Guarantee and Indemnity]

                                     - 10 -
<PAGE>

     If the Guarantor makes a Tax Payment and the relevant Finance Party
     determines that:


     (a)  a Tax Credit is attributable either to an increase payment of which
          that Tax Payment forms part, or to that Tax Payment; and

     (b)  the Finance Party has obtained, utilised and retained that Tax Credit,

     the Finance Party shall, promptly after obtaining the benefit of that Tax
     Credit, pay an amount to the Guarantor which will leave it (after that
     payment) in the same after-Tax position as it would have been in had the
     Tax Payment not been required to be made by the Guarantor. Any certificate
     or determination of a Finance Party showing in reasonable details the
     calculations made by that Finance Party as to any amount for the purpose of
     this Clause 5.4 shall, in the absence of manifest error, be conclusive and
     binding on the Guarantor.

6.   COST, CHARGES AND EXPENSES

     The Guarantor shall from time to time forthwith on demand pay to or
     reimburse the Security Trustee and the other Finance Parties for:

     (a)  all costs, charges and expenses (including legal and other fees on a
          full indemnity basis) reasonably and properly incurred by the Security
          Trustee or any other Finance Party in connection with the preparation,
          execution and registration of this Deed; and

     (b)  all costs, charges and expenses (including legal and other fees on a
          full indemnity basis) properly incurred by the Security Trustee or any
          other Finance Party in exercising any of its rights or powers
          hereunder or in suing for or seeking to recover any sums due hereunder
          or otherwise preserving or enforcing its rights hereunder or in
          releasing or re-assigning this Deed upon payment of all moneys hereby
          secured unless and to the extent that such costs, charges and expenses
          results directly from the gross negligence, fraud or wilful misconduct
          of the Security Trustee or such other Finance Party,

     and until payment of the same in full, all such costs, charges and expenses
     shall be guaranteed by this Deed.

7.   UNDERTAKINGS

7.1  DURATION

     Subject as more particularly provided in this Clause 7, the Guarantor
     hereby undertakes to and agrees with the Security Trustee for the benefit
     of each Finance Party that the undertakings in this Clause 7 shall remain
     in force throughout the continuance of this Deed and so long as the
     Guaranteed Obligations or any part of thereof remains owing.

________________________________________________________________________________
[Guarantee and Indemnity]

                                     - 11 -
<PAGE>

7.2  INFORMATION

     The Guarantor undertakes that it shall furnish to the Security Trustee, in
     sufficient copies for each of the Lenders:

     (a)  as soon as they are available, but in any event within 180 days after
          the end of each of its financial years, copies of the audited
          consolidated financial statements (including, but not limited to, a
          profit and loss account, balance sheet and cash flow statement,
          prepared on a consolidated basis) of the Guarantor in respect of such
          financial year;

     (b)  as soon as they are available, but in any event within 90 days after
          the end of each half-yearly period of each of its financial years,
          copies of the unaudited consolidated financial statements (including a
          profit and loss account, cash flow statement and balance sheet
          prepared on a basis consistent with the audited financial statements
          prepared on a consolidated basis) of the Guarantor in respect of such
          half-yearly period;

     (c)  upon written request from the Security Trustee following the
          occurrence of a Default (i) promptly the then latest available
          unaudited financial statements of the Guarantor whether for the
          previous half-yearly, quarterly or monthly period or otherwise and
          (ii) as soon as they are available, but no later than 30 days after
          the end of the month in which the Default occurred, copies of the
          unaudited consolidated financial statements (including a profit and
          loss account, cash flow statement and balance sheet prepared on a
          basis consistent with the audited financial statements prepared on a
          consolidated basis) of the Guarantor in respect of such period between
          the date of the latest audited or unaudited (as the case may be)
          consolidated financial statements provided by the Guarantor to the
          Security Trustee and the end of the month in which the Default
          occurred.

     (d)  subject to any applicable laws or regulations restricting the
          furnishing of the same to the Finance Parties, promptly on request,
          all notices or other documents despatched by the Guarantor to the
          Guarantor's shareholders or creditors (or any class thereof);

     (e)  subject to any laws or regulations of the Guarantor Stock Exchange
          binding on the Guarantor from time to time and restricting the
          furnishing of the same to the Finance Parties, such further
          information in the possession or control of the Guarantor with respect
          to the financial condition and operations of the Guarantor or any
          other member of the Guarantor Group as the Security Trustee or any
          Lender may from time to time reasonably request provided that it shall
          not be obliged to provide any such information which is price
          sensitive information or confidential to it unless in each case, the
          Security Trustee or such Lender and/or any professional consultants
          appointed by either of them agrees to enter into a confidentiality
          undertaking in the form of Schedule 1 hereto and

     (f)  promptly, details of any actual, pending or threatened litigation,
          arbitration or administrative proceedings against the Guarantor or any
          other member of the


________________________________________________________________________________
[Guarantee and Indemnity]



                                      -12-



<PAGE>
          Guarantor Group or any of their respective assets which is reasonably
          likely to have a material adverse effect on the Guarantor's financial
          condition or on its ability to perform its obligations under this
          Deed.

     The Guarantor undertakes that all financial statements required under this
     Deed shall be prepared in accordance with GAAP and financial reference
     periods consistently applied (or if not consistently applied, accompanied
     by details with the assistance of the Guarantor's auditors of the
     inconsistencies) and shall fairly present the financial condition of the
     Guarantor or the Guarantor Group, as the case may be, as at the date to
     which such financial statements are drawn up and such financial statements
     shall be accompanied by a certificate signed by an executive director of
     the Guarantor confirming that as at the date to which such financial
     statements are drawn up, the covenants in Cause 7.18 have been complied
     with by the Guarantor.

     The Guarantor must notify the Security Trustee of any change to GAAP or the
     basis on which the financial statements required under this Clause 7.2 are
     prepared which is reasonably likely, to affect the calculations or amounts
     used in Clause 7.18 and if requested by the Security Trustee, the Guarantor
     shall supply to the Security Trustee:

     (i)  a description in reasonable detail with the assistance of the
          Guarantor's auditors of any change notified above; and

     (ii) all such reasonable information which is necessary to enable the
          Finance Parties to make a proper comparison between the financial
          position shown by the relevant set of financial statements prepared on
          the changed basis and its then most recent audited financial
          statements delivered to the Security Trustee under this Deed.

     If requested by the Security Trustee following consultation with the
     Guarantor and its auditors, the Guarantor and the Security Trustee shall
     enter into discussions in good faith for a period of not more than 30 days
     with a view to agreeing, after consultation with the Guarantor's auditors,
     any amendments required to be made to Clause 7.2 or Clause 7.18 to place
     the Guarantor and the Finance Parties in substantially the same position as
     they would have been if the change had not happened. Any agreement between
     the Guarantor and the Security Trustee will be binding on all the parties
     to this Deed PROVIDED THAT if no such agreement is reached on the required
     amendments to Clause 7.2 or Clause 7.18, the Guarantor agrees that its
     auditors shall certify in reasonable detail the change to the basis on
     which the financial statements are prepared and any necessary changes to
     Clause 7.2 or Clause 7.18 and the certificate of the auditors of the
     Guarantor will be, in the absence of manifest error, conclusive and binding
     on all the parties to this Deed and Clause 7.2 and Clause 7.18 shall, to
     such extent be read and construed accordingly.

7.3  DISPOSALS

     The Guarantor undertakes with the Security Trustee and each of the other
     Finance Parties that, without the prior written consent of the Majority
     Lenders:

     (a)  NEGATIVE PLEDGE: prior to the Guarantor IPO Date, it will not, and
          will procure



________________________________________________________________________________
[Guarantee and Indemnity]

                                     - 13 -

<PAGE>
          that no member of the Guarantor Group shall, create of permit to arise
          or exist any Security Interest on all or any part of the assets of the
          Guarantor or any other member of the Guarantor Group or any income or
          profit therefrom, unless contemporaneously therewith or prior thereto
          Indebtedness owing to the Finance Parties under the Finance Documents
          is equally and rateably secured except that the restriction in this
          Clause 7.3(a) shall not apply to any Security Interest otherwise
          permitted by Clause 16.16(a) of the Facility Agreement;

     (b)  TRANSACTIONS SIMILAR TO SECURITY: prior to the Guarantor IPO Date, the
          Guarantor will not, and will procure that no other member of the
          Guarantor Group shall:

          (i)  sell, transfer or otherwise dispose of any of its assets on terms
               whereby it is or may be leased to or re-acquired or acquired by
               the Guarantor or any other member of the Guarantor Group or any
               of its or their Affiliates; or

          (ii) sell, transfer or otherwise dispose of any of its receivables on
               recourse terms, except for the discounting of bills or notes in
               the ordinary course of trading,

          in circumstances where the transaction is entered into primarily as a
          method of raising Financial Indebtedness or of financing the
          acquisition of an asset;

     (c)  DISPOSALS: prior to the Guarantor IPO Date, the Guarantor will not,
          and will procure that no other member of the Guarantor Group shall
          either in a single transaction or in a series of transactions whether
          related or not and whether voluntarily or involuntarily, dispose of
          any rights or interest in or to all or any material part of the
          business or assets or revenues of the Guarantor or any other member of
          the Guarantor Group except that the restriction in Clause 7.3(c) shall
          not apply to any disposal which (A) is made in good faith for full
          consideration on an arm's length basis in the ordinary course of its
          business, and (B) does not materially and adversely affect the ability
          of the Guarantor or any other member of the Guarantor Group to perform
          its obligations under the Finance Documents or the rights of the
          Finance Parties under the Finance Documents,

     PROVIDED THAT insofar as the provisions of this Clause 7.3 relate to
     members of the Guarantor Group other than the Guarantor, such provisions
     shall be without prejudice to the provisions of or restrictions in the
     Finance Documents relating to such other members of the Guarantor Group
     including following the Guarantor IPO Date.

7.4  RECORDS

     The Guarantor shall keep proper records and books of account in respect of
     its business and prior to the Guarantor IPO Date it shall permit the
     Security Trustee and/or any professional consultants appointed by the
     Security Trustee at all reasonable times upon prior notice to inspect and
     examine the records and books of account of the Guarantor Group.

________________________________________________________________________________
[Guarantee and Indemnity]

                                     - 14 -
<PAGE>
     Following the Guarantor IPO Date, the Guarantor shall permit the inspection
     and examination of the records and books of account of the Guarantor Group
     provided that such inspection and examination does not constitute a breach
     of the regulations of the relevant Guarantor Stock Exchange or any law
     binding on the Guarantor from time to time and provided further, to the
     extent that such records and books of account are price sensitive or
     confidential, the Security Trustee and/or any professional consultants
     appointed by the Security Trustee agrees to enter into a confidentiality
     undertaking in the form of Schedule 1.

7.5  CONSTITUTIONAL DOCUMENTS

     Prior to the Guarantor IPO Date, the Guarantor shall ensure that no
     amendment or supplement is made to its memorandum and articles or
     association without the prior written consent of the Security Trustee
     unless such amendments and/or supplement do not materially and adversely
     affect the rights or interests of the Finance Parties under or the ability
     of any Security Party to perform its obligation under the Finance
     Documents.

7.6  SHAREHOLDING

     (a)  Save as provided in Clause 7.6(b), prior to the Guarantor IPO Date,
          the Guarantor undertakes that it shall continue to own or control
          directly or indirectly the total issued share capital and other rights
          in respect of equity or share capital (the "Equity") in the Borrower
          and its Subsidiaries.

     (b)  The Guarantor shall be permitted to transfer or dispose of not more
          than 20% in aggregate of its shareholding or other Equity in the
          Borrower provided that:

          (i)  any such transfer or disposal of Equity in the Borrower is made
               to a person ("TRANSFEREE") which is:

               (1)  an Affiliate which is controlled by the Guarantor; or

               (2)  a Telecommunications Provider; or

               (3)  a Private Equity Fund; or

               (4)  an Eligible Corporation; and

          (ii) such Transferee prior to any such disposal to it gives a written
               undertaking in agreed form to the Guarantor and the Security
               Trustee for the benefit of the Finance Parties that it shall not
               enter into any further disposal of any of the issued share
               capital or other Equity transferred to it other than to any
               person which itself falls within the criteria set out in Clause
               7.6(b)(i)(1) to (4) inclusive above and which has itself, prior
               to any such further disposal, given an undertaking in the same
               terms mutatis mutandis and only provided that all subsequent
               transferees or successors in title of such Transferee prior to
               any further disposals to them give an equivalent undertaking in
               the same terms mutatis mutandis;

_______________________________________________________________________________
[Guarantee and Indemnity]

                                     - 15 -
<PAGE>


          (iii) if the Transferee or any subsequent transferees or successors in
                title of such Transferee falls within the criteria set out in
                Clause 7.6(b)(i)(1) above, such Transferee, subsequent
                transferee, or successor in title of such Transferee, as the
                case may be, executes contemporaneously with such disposal, or
                further disposal, as the case may be, and Additional Share
                Mortgage or other Security Interest over the share capital or
                other Equity transferred to it in form and substance equivalent
                to the ANC Share Mortgage; and

          (iv)  any shareholder agreement or other contractual arrangement
                between the shareholders of the Borrower which may be entered
                into with any Transferee, subsequent transferee, or successor in
                title of such Transferee, as the case may be, in connection with
                any disposal or further disposal, as the case may be, shall not
                jeopardise the effectiveness, enforceability or priority of any
                Security Interest constituted by any of the Finance Documents
                nor the ability of any Security Party to perform its obligations
                under the Finance Documents and if requested by the Security
                Trustee, subject to any applicable regulations of any Guarantor
                Stock Exchange, the Guarantor shall execute an additional
                Security Document in favour of the Security Trustee in agreed
                form constituting a Security Interest in respect of the
                Guarantor's right, title and interest in and to such shareholder
                agreement or arrangement.

     (c)  Following the Guarantor IPO Date, the Guarantor undertakes that it
          shall continue to own or control directly or indirectly at least 51%
          of the total issued share capital and other Equity in the Borrower.

     (d)  The Guarantor, subject to any applicable regulations of any Guarantor
          Stock Exchange, undertakes that it shall at all times control the
          appointment of the directors of the board of directions of the
          Borrower subject to which, it shall ensure that the Borrower has no
          more than 7 directors appointed to its board of whom 3 shall be
          appointed by the Guarantor and/or CNC International and one shall be
          an independent director which has been appointed by the Guarantor
          and/or CNC International if required by such regulations.

7.7  INSURANCE

     Prior to the Guarantor IPO Date, the Guarantor will (if necessary) effect
     and maintain such insurance over and in respect of its assets and business
     with reputable underwriters or insurance companies in such manner and to
     such extent as is reasonable and customary for a business enterprise
     engaged in the same or a similar business and in the same or similar
     localities and whose practice is not to self-insure.

7.8  SHARE CAPITAL

     Prior to the Guarantor IPO Date, the Guarantor will not, without the prior
     written consent of the Security Trustee, purchase or redeem any of its
     issued shares or other



________________________________________________________________________________
[Guarantee and Indemnity]



                                     - 16 -

<PAGE>
         Equity or reduce its share capital or make a distribution of assets or
         other capital distribution to its shareholders.

7.9      DIVIDENDS

         Prior to the Guarantor IPO Date, the Guarantor will not declare or pay
         any dividend or make any other distribution (whether of an income or
         capital nature) except if:

         (a)      no Default has occurred or would occur as a result of such
                  declaration, payment or distribution; and

         (b)      the amount of the declaration, payment or distribution shall
                  not be greater than 50% of the distributable profits of the
                  Guarantor in the financial year of the Guarantor preceding the
                  time of such declaration, payment or distribution.

7.10     LENDING

         The Guarantor will not make or grant any loan or advance except (i) to
         a Subsidiary of the Guarantor or (ii) as may be necessary or
         appropriate in the ordinary course of the Guarantor's business.

7.11     NOTIFICATION OF DEFAULTS

         The Guarantor will promptly inform the Security Trustee of any
         occurrence of any event which it becomes aware will materially and
         adversely affect its ability to perform its obligations under this Deed
         or under any other Finance Document.

7.12     CONSENTS

         The Guarantor will obtain and promptly renew from time to time and
         thereafter maintain in full force and effect, and will comply in all
         material respects with, all such authorizations, approvals, consents,
         licenses and exemptions as may be required under any applicable law or
         regulation to enable it to perform its obligations under the Finance
         Documents or required for the validity or enforceability against the
         Guarantor of this Deed or any other Finance Document to which it is a
         party.

7.13     PARI PASSU RANKING

         The Guarantor undertakes that its obligations hereunder do and will at
         all times rank at least pari passu with all other present and future
         unsecured and unsubordinated obligations of the Guarantor save for any
         obligations mandatorily preferred by law and not by contract.

7.14     NO PREJUDICE

         The Guarantor shall not do or permit to be done anything which may
         jeopardise the effectiveness, enforceability or priority of any
         Security Interest constituted by any of the Finance Documents.

________________________________________________________________________________
[Guarantee and Indemnity]

                                      -17-
<PAGE>
7.15 CHANGE OF BUSINESS

     The Guarantor shall at all times remain as a limited liability company
     incorporated under the laws of Hong Kong, and shall procure that at all
     times:

     (a)  the Guarantor Group will remain principally engaged in the business of
          providing, or investing in businesses which provide fixed, mobile,
          cable, multimedia, paging, internet, data and voice transmission, and
          domestic and/or international telecommunications services and matters
          ancillary or related thereto; and

     (b)  the Guarantor Group will carry on business principally in the PRC
          including Hong Kong.

7.16 SUPPORT OF ASIA NETCOM CORPORATION LIMITED

     The Guarantor undertakes that if the Debt Service Coverage Ratio is less
     than 1:11, it shall provide reasonable financial support to the Borrower so
     as to enable the Borrower's Debt Service Coverage Ratio to be equal to or
     more than 1:1 in respect of each Relevant Period and ending on each Balance
     Sheet Date. The Guarantor undertakes and agrees to support the Borrower in
     the form of loans, or in the form of equity contributions (which shall be
     each subordinated to the indebtedness under the Facility on terms
     acceptable to the Lenders).

7.17 COMPLIANCE WITH LAWS AND REGULATIONS

     The Guarantor will comply and will ensure that each other member of the
     Guarantor Group complies with all laws, regulations, agreements, licences
     and concessions material to the carrying on of its respective business
     where failure to do so is reasonably likely to have a material adverse
     effect on the business or financial condition of the Guarantor.

7.18 FINANCIAL CONDITION

     (a)  Following the Guarantor IPO Date, the Guarantor undertakes and agrees
          with the Finance Parties that the Guarantor shall ensure that in
          respect of each Relevant Period ending on a Balance Sheet Date:

          (i)   the Consolidated Tangible Net Worth of the Guarantor is not less
                than US$3,000,000,000;

          (ii)  the Consolidated Total Assets of the Guarantor is not less than
                US$10,000,000,000; and

          (iii) the Consolidated Financial Indebtedness of the Guarantor does
                not exceed 200 per cent of the Consolidated Tangible Net Worth
                of the Guarantor.

     (b)  For the purpose of this Clause 7.18 (Financial Condition),

________________________________________________________________________________
[Guarantee and Indemnity]

                                     - 18 -
<PAGE>
"CONSOLIDATED FINANCIAL INDEBTEDNESS"

means in respect of the Guarantor, any indebtedness of the Guarantor and its
Subsidiaries for or in respect of:

(a)      monies borrowed and debit balances at banks;

(b)      any amount raised under any note purchase facility or the issue of any
         debenture, bond, note, loan stock or other instrument or security;

(c)      any acceptance credit;

(d)      receivables sold or discounted (otherwise than on a non-recourse
         basis);

(e)      the acquisition cost of any asset to the extent payable before or
         after the time of acquisition or possession by the party liable where
         the advance or deferred payment is arranged primarily as a method of
         raising finance or financing the acquisition of that asset;

(f)      leases or hire purchase contracts entered into primarily as a method
         of raising finance or financing the acquisition of the asset leased
         unless the aggregate financing amount of all such leases at any time
         does not exceed US$500,000;

(g)      net amount payable in respect of currency swap or interest rate swap,
         cap or collar arrangements or other derivative instruments;

(h)      amounts raised under any other transaction having the commercial
         effect of a borrowing or raising of money;

(i)      preferred shares or shares which are issued or the terms of which are
         varied in each case after the date of this Deed and which are expressed
         to be redeemable;

(j)      deferred payments for assets (other than current assets) or services
         acquired other than on trade credit terms in the ordinary course of a
         person's business; and

(k)      any guarantee, indemnity (including counter indemnity) or similar
         assurance against financial loss of any person,

but no particular indebtedness shall be taken into account more than once.

For the purposes of calculating Consolidated Financial Indebtedness, any amount
outstanding or payable in a currency other than US Dollars shall on that day be
taken into account:

(l)      if an audited consolidated balance sheet of a member of the Guarantor
         Group has been prepared as at that day, in their US Dollar equivalent
         at the rate of exchange used for the purpose of preparing that balance
         sheet; and

_______________________________________________________________________________
[Guarantee and Indemnity]


                                      -19-
<PAGE>



         (ii)     in any other case, in their US Dollar equivalent at the rate
                  of exchange that would have been used had an audited
                  consolidated balance sheet of the Guarantor Group been
                  prepared as at that day in accordance with GAAP.

         "CONSOLIDATED TANGIBLE NET WORTH" means in respect of the Guarantor at
         any relevant time, the aggregate of:

         (a)      the amount paid up or credited as paid up on the issued share
                  capital of the Guarantor; and

         (b)      the amount standing to the credit of the consolidated capital
                  and revenue reserves of the Guarantor Group,

         based on the Balance Sheet at that time but adjusted by:

         (i)      adding any amount standing to the credit of the profit and
                  loss account of the Guarantor Group for the period ending on
                  the date of the Balance Sheet to the extent not included in
                  sub-paragraph (b) above;

         (ii)     deducting any dividend or other distribution declared,
                  recommended or made by any member of the Guarantor Group;

         (iii)    deducting any amount standing to the debit of the profit and
                  loss account of the Guarantor Group for the period ending on
                  the date of the Balance Sheet to the extent not deducted from
                  sub-paragraph (b) above;

         (iv)     deducting any amount attributable to goodwill (other than
                  non-amortised goodwill) or any other intangible asset;

         (v)      adding any amount attributable to an upward revaluation of
                  assets by an independent professional valuer acceptable to the
                  Security Trustee after 31st December, 2003, or in the case of
                  assets of a person which becomes a member of the Guarantor
                  Group after that date, the date on which that person becomes a
                  member of the Guarantor Group;

         (vi)     reflecting any variation in the amount of the issued share
                  capital of the Guarantor and the consolidated capital and
                  revenue reserves of the Guarantor Group after the date of the
                  Balance Sheet;

         (vii)    reflecting any variation in the interest of the Guarantor in
                  any other member of the Guarantor Group since the date of the
                  Balance Sheet;

         (viii)   excluding any amount attributable to deferred taxation; and

         (ix)     excluding any amount attributable to minority interests.

_______________________________________________________________________________
[Guarantee and Indemnity]


                                      -20-
<PAGE>
     "CONSOLIDATED TOTAL ASSETS"

     means, in respect of the Guarantor Group, as at any relevant time, the
     aggregate of the total assets of the Guarantor Group determined on a
     consolidated basis.

     "RELEVANT PERIOD" means:-

     (a) each financial year of the Guarantor;

     (b) each period beginning on the first day of the second half of a
         financial year of the Guarantor and ending on the last day of the first
         half of its next financial year; and

     (c) following the occurrence of a Default, each period beginning on the
         then latest Balance Sheet Date and ending on the date of that Default.

     All the terms and expressions used in this Clause 7.18 are to be calculated
     in accordance GAAP.


8.   CLAIMS BY GUARANTOR

     The Guarantor represents to and undertakes with the Security Trustee for
     the benefit of each Finance Party that it has not taken and will not take
     any security in respect of its liability under this Deed whether from the
     Borrower or any other person. So long as any sum remains owing by any
     Security Party to the Finance Parties, the Guarantor shall not exercise any
     rights which it may have by reason of performance by it of its obligations
     under the Finance Documents.

     (a)  to be indemnified by any Security Party (other than the Guarantor);

     (b)  to claim any contribution from any other guarantor of any Security
          Party's obligations under the Finance Documents; and/or

     (c)  to take the benefit (in whole or in part and whether by way of
          subrogation or otherwise) of any rights of the Finance Parties under
          the Finance Documents or of any other guarantee or security taken
          pursuant to, or in connection with, the Finance Documents by any
          Finance Party.

     The Guarantor must hold in trust for and immediately pay or transfer to the
     Finance Parties any payment or distribution or benefit of security received
     by it contrary to this Clause 8 or in accordance with any directions given
     by the Security Trustee under this Clause 8 provided that nothing in this
     Clause 8 shall have the effect of creating a charge in favour of the
     Finance Parties.


_______________________________________________________________________________
[Guarantee and Indemnity]

                                      -21-
<PAGE>
9.   FURTHER INDEMNITIES

9.1  GENERAL INDEMNITY

     The Guarantor hereby undertakes with each Finance Party to indemnify and
     keep indemnified the Finance Parties and each of them (each an
     "INDEMNITEE") from and against all costs, charges and expenses which such
     Finance Party shall incur in connection with the non-performance or
     non-observance of any of the undertakings and agreements on the part of
     the Guarantor contained in this Deed (unless and to the extent that any of
     the foregoing results from, or is attributed to the fraud, gross
     negligence or wilful misconduct of that indemnitee).

9.2  CURRENCY INDEMNITY

     (a)  If an amount due to the Security Trustee or any other Finance Party
          from the Guarantor under this Deed (a "SUM"), or any order, judgment
          or award given or made in relation to a sum, has to be converted from
          the currency (the "FIRST CURRENCY") in which that sum is payable into
          another currency (the "SECOND CURRENCY") for the purpose of:

          (i)  making or filing a claim or proof against the Guarantor;

          (ii) obtaining or enforcing an order, judgment or award in relation
               to any litigation or arbitration proceedings,

     the Guarantor shall, as an independent obligation to the Security Trustee
     and such other Finance Party, indemnify the Security Trustee and such other
     Finance Party to whom that sum is due against any cost, loss or liability
     arising out of or as a result of the conversion including any discrepancy
     between (A) the rate of exchange used to convert that sum from the first
     currency into the second currency and (B) the rate or rates of exchange
     available to that person at the time of its receipt of that sum.

     (b)  The Guarantor waives any right it may have in any jurisdiction to pay
          any amount under the Finance Documents in a currency or currency unit
          other than that in which it is expressed to be payable.

10.  GUARANTOR IPO DATE

     Without prejudice to any other provisions or restrictions in the Finance
     Documents, the Security Trustee (acting on behalf of the Finance Parties)
     acknowledges that prior to the Guarantor IPO Date the Guarantor may,
     subject thereto, dispose of its assets and may carry out any corporate
     reorganisation of the Guarantor Group for the purpose of, or in direct
     connection with, achieving a Guarantor IPO, provided always that (a) the
     Guarantor notifies the security Trustee by at least 21 days notice of such
     intended disposal; and (b) such disposal or reorganisation does not and
     will not contravene or materially and adversely affect the ability of the
     Guarantor or any other Security Party

_______________________________________________________________________________
[Guarantee and Indemnity]

                                      -22-
<PAGE>
         to perform its obligations under, the Finance Documents or the rights
         of any of the Finance Parties under the Finance Documents or result in
         any of the Finance Documents required to be executed by a Security
         Party being unable to be provided or being, or the rights of any of the
         Finance Parties thereunder being, adversely impaired.

11.      SUSPENSE ACCOUNT

         The Security Trustee may place and keep any monies received under this
         Deed, before or after the insolvency of the Guarantor or any other
         Security Party, to the credit of a suspense account for so long as is
         required by the Security Trustee to preserve the rights of the Finance
         Party to sue or prove for the whole amount in respect of claims against
         the Guarantor, any other Security Party or any other person.

12.      SET OFF

         (a)      Without prejudice to any right of set-off, combination of
                  accounts, lien or other rights which the Security Trustee or
                  any other Finance Party is at any time entitled whether by
                  operation of law or contract or otherwise, the Security
                  Trustee and each other Finance Party may (but shall not be
                  obliged to) set off against any obligation of the Guarantor
                  due and payable by it hereunder without prior notice against
                  any moneys held by the Security Trustee or such other Finance
                  Party for the account of the Guarantor at any office of the
                  Security Trustee or such other Finance Party anywhere and in
                  any currency. The Security Trustee or such other Finance Party
                  may effect such currency exchanges as are appropriate to
                  implement such set-off.

         (b)      If the obligations are in different currencies, the Security
                  Trustee or any other Finance Party may convert either
                  obligation at a market rate of exchange in its usual course of
                  business for the purpose of the set-off.

13.      FURTHER ASSURANCE

         The Guarantor agrees that at any time and from time to time upon the
         written request of the Security Trustee it will promptly and duly
         execute and deliver any and all such further instruments and documents
         as the Security Trustee may reasonably request for the purpose of
         obtaining the full benefit of this Deed and of the rights and powers
         herein granted.

14.      NOTICES

14.1     NOTICES

         Any notice or communication under or in connection with this Deed
         shall be in writing and shall be delivered personally or by prepaid
         letter (airmail if available) or facsimile

_______________________________________________________________________________
[Guarantee and Indemnity]

                                      -23-
<PAGE>


      transmission to the addresses or facsimile numbers set out below or at
      such other address as the recipient may have notified to the other parties
      in writing. Proof of posting or despatch of any notice or communication to
      any party hereto shall be deemed to be proof of receipt:-

      (a)     in the case of a letter, on the fifth Business Day after posting
              if airmail or second Business Day if local mail;

      (b)     in the case of a facsimile transmission, on the Business Day
              immediately following the date of despatch with confirmed
              facsimile report.

      All communications or other correspondence between the Guarantor and any
      of the Finance Parties in connection with this Deed shall be made through
      the Security Trustee.


14.2  ADDRESSES

      Notices or communications shall be sent to the following addresses:-

      To the Guarantor:-

      Name           China Netcom Corporation (Hong Kong) Limited
      Address        59/F., Bank of China Tower
                     1 Garden Road
                     Central
                     Hong Kong
      Fax            (852) 3108 3888
      Attention      Mr. Wenlong Sun

      To the Security Trustee:-

      Name           Industrial and Commercial Bank of China (Asia) Limited
      Address        10/F, ICBC Asia Building
                     122-126 Queen's Road Central
                     Hong Kong
      Fax            2851 9361
      Attention      Ms. Esther Cheng/Ms. Amy Wong


14.3  LANGUAGE

      Each notice or document referred to in this Deed or to be delivered under
      this Deed shall be in the English language.


15.   WAIVERS, AMENDMENTS AND CONSENTS, REMEDIES, SEVERABILITY, ASSIGNMENT,
      COUNTERPARTS AND DEED


15.1  WAIVERS

_______________________________________________________________________________
[Guarantee and Indemnity]


                                      -24-
<PAGE>


         No failure or delay on the part of the Security Trustee or any other
         Finance Party to exercise any power, right or remedy under this Deed
         shall operate as a waiver thereof, nor shall any single or partial
         exercise by the Security Trustee or any other Finance Party of any
         power, right or remedy preclude any other or further exercise thereof
         or the exercise of any other power, right or remedy.

15.2     AMENDMENTS AND CONSENTS

         (a)      Any amendment of any provision of this Deed shall only be
                  effective if made in accordance with provisions with this Deed
                  and executed in writing by both the Guarantor and the Security
                  Trustee. Any waiver of any breach or default under this Deed
                  shall only be effective if the Security Trustee acting on the
                  instructions of the Lenders agrees in writing. Any consent by
                  the Security Trustee under this Deed must be made in writing.

         (b)      Any such waiver of or consent under any provision of this Deed
                  may be given in writing subject to any conditions thought fit
                  by the Security Trustee or the Lenders and shall be effective
                  only in the instance and for the purpose for which it is
                  given.

15.3     REMEDIES

         The remedies provided in this Deed are cumulative and are not exclusive
         of any remedies provided by law.

15.4     SEVERABILITY

         If any provision of this Deed is prohibited or unenforceable in any
         jurisdiction such prohibition or unenforceability shall not invalidate
         the remaining provisions hereof or affect the validity or
         enforceability of such provision in any other jurisdiction.

15.5     ASSIGNMENT

         The Security Trustee may assign its rights under this Deed subject to
         the provisions of the Facility Agreement. The Guarantor shall not
         assign any of its rights hereunder.

15.6     COUNTERPARTS

         This Deed may be executed in any number of counterparts including by
         facsimile and all of which taken together shall constitute one and the
         same instrument, and any party hereto may execute this Deed by signing
         any such counterpart.

15.7     DEED

         It is intended that this document takes effect as a deed
         notwithstanding the fact that a party may only execute this document
         under hand.

_______________________________________________________________________________
[Guarantee and Indemnity]


                                      -25-



<PAGE>
16.  GOVERNING LAW AND JURISDICTION

16.1 GOVERNING LAW

     This Deed is governed by and construed in accordance with the laws of Hong
     Kong.

16.2 SUBMISSION TO JURISDICTION

     For the benefit of the Security Trustee and the other Finance Parties, the
     Guarantor irrevocably agrees that the courts of Hong Kong are to have
     jurisdiction to settle any disputes which may arise out of or in connection
     with this Deed and that, accordingly, any legal action or proceedings
     arising out of or in connection with this Deed ("PROCEEDINGS") may be
     brought in those courts and the Guarantor irrevocably submits to the
     jurisdiction of those courts.

16.3 OTHER JURISDICTIONS

     Nothing in this Clause shall limit the right of the Security Trustee or any
     other Finance Party to take proceedings against the Guarantor in any other
     court of competent jurisdiction nor shall the taking of Proceedings in one
     or more jurisdictions preclude the Security Trustee or any other Finance
     Party from taking Proceedings in any other jurisdiction, whether
     concurrently or not.

16.4 WAIVER OF INCONVENIENT FORUM

     The Guarantor irrevocably waives any objection which it may at any time
     have to the laying of the venue of any Proceedings in any court referred to
     in this Clause 16 (Governing Law and Jurisdiction) and any claim that any
     such Proceedings have been brought in an inconvenient forum.

16.5 SERVICE

     The Guarantor irrevocably consents to any process in any Proceeding
     anywhere being served by mailing a copy by post in accordance with Clause
     14 (Notices). Nothing shall affect the right to serve any process in any
     other manner permitted by law.

16.6 WAIVER OF IMMUNITIES

     To the extent that the Guarantor has or hereafter may acquire any immunity
     (sovereign or otherwise) from any legal action, suit or proceeding, from
     jurisdiction of any court or from set-off or any legal process (whether
     service or notice, attachment prior to judgment, attachment in aid of
     execution of judgment, execution of judgment or otherwise) with respect to
     itself or any of its property, the Guarantor hereby irrevocably waives and
     agrees not to plead or claim such immunity in respect of its obligations
     under this Deed.

IN WITNESS whereof this Deed has been executed by the parties hereto and is
intended to be and is hereby delivered by the Guarantor as its deed on the day
and year first above written.

_______________________________________________________________________________
[Guarantee and Indemnity]

                                     - 26 -




<PAGE>

                                                                    (Schedule 1)
                                           (Form of Confidentiality Undertaking)



                                   SCHEDULE 1

                       FORM OF CONFIDENTIALITY UNDERTAKING




                                   SEE ANNEX A


















_______________________________________________________________________________
(Guarantee and Indemnity)

                                     - 27 -




<PAGE>



                                 SIGNATURE PAGE

GUARANTOR

THE COMMON SEAL OF                              )
CHINA NETCOM CORPORATION                        )
(HONG KONG) LIMITED                             )
is hereby affixed                               )
in the presence of:                             )







_______________________________________________________________________________
[Guarantee and Indemnity]



/s/ Sun Wenlong

<PAGE>


SECURITY TRUSTEE

SIGNED by                                       )
                                                )
/s/ Wang Yan, Wilson Wan                        ) [Signature] [Signature]
for and on behalf of                            )
INDUSTRIAL AND COMMERCIAL                       )
BANK OF CHINA (ASIA) LIMITED                    )




-------------------------------------------------------------------------------
[Guarantee and Indemnity]

                                      -29-
<PAGE>

                                     ANNEX A

                            CONFIDENTIALITY AGREEMENT

                                                                          [DATE]

Gentlemen:

     In connection with the guarantee (the "Guarantee") of the term loan
facility (the "Facility") to Asia Netcom Corporation Limited ("ANC") by each of
China Netcom Corporation (Hong Kong) Limited ("CNC HK") dated [o] 2004, you have
requested certain information regarding CNC HK.

     As used herein, "Evaluation Material" means any and all information
relating to CNC HK, provided to you by us or any of our affiliates or advisers,
in whatever form, and includes information given orally and any document,
electronic file or any other way of representing or recording information which
contains or is derived or copied from such information, but excludes information
that (a) is or becomes public knowledge other than as a direct or indirect
result of any breach of this agreement or (b) is known by you before the date
the information is disclosed to you by us or any of our affiliates or advisers
or is lawfully obtained by you after that date, other than from a source which
is connected with CNC HK and which, in either case, has not been obtained in
violation of, and is not otherwise subject to, any obligation of
confidentiality. As used herein, "Representatives" means the directors,
officers, partners, employees, agents, representatives or advisors (including,
without limitation, attorneys, accountants and consultants) of a party.

     In consideration of your being furnished with the Evaluation Material, you
agree that:

     1. Subject to paragraph 3 below, the Evaluation Material will be kept
confidential and you will not, and you will cause your Representatives not to,
without the prior written consent of CNC HK and ANC, disclose any Evaluation
Material, in whole or in part to any person. You will not use, and you will
cause your Representatives not to use, such Evaluation Materials for any purpose
other than in connection with evaluating the business and financial condition of
CNC HK in connection with the Guarantee and the Facility. Moreover, you agree
not to disclose that you are making such evaluation. You agree to disclose
Evaluation Material to your Representatives only if and to the extent that such
Representatives need to know the Evaluation Material for the purpose of such
evaluation. You agree that before providing your Representatives any Evaluation
Material, you shall advise such Representatives of this agreement and that such
Representatives shall have agreed with you, and for the benefit of the CNC HK,
to keep confidential and not to disclose the Evaluation Material and otherwise
be bound by the provisions hereof as if they were you. In any event, you will be
responsible for any breach of this agreement by any of your Representatives and
you agree, at your sole expense, to take all reasonable measures (including but
not limited to court proceedings) to restrain your Representatives from
unauthorized disclosure or use of the Evaluation Material.


_______________________________________________________________________________
[Guarantee and Indemnity]

                                      -1-

<PAGE>


     2.  Subject to paragraph 3 below, without the prior written consent of CNC
HK and ANC, you shall not and you shall cause your Representatives not to
disclose to any person any information regarding the Facility or the Guarantee
or any information relating in any way to the Evaluation Material. You further
agree that the Evaluation Material that is in written or electronic form shall
not be copied or reproduced by you or your Representatives at any time without
the prior written consent of CNC HK.

     3.  In the event that you or your Representatives are requested or required
(by oral questions, interrogatories, requests for information or documents,
subpoena, civil investigative demand, any informal or formal investigation by
any government or governmental agency or authority or otherwise) to disclose any
Evaluation Material, you agree, prior to any such disclosure (i) to immediately
notify CNC HK of the existence, terms and circumstances surrounding such a
request, (ii) to promptly consult with the CNC HK on the advisability of taking
legally available steps to resist or narrow such request and to cooperate with
CNC HK in taking any such steps and (iii) if disclosure of such information is
required, to furnish only that portion of the Evaluation Material which, in the
written opinion of your counsel, you are legally compelled to disclose and to
cooperate with any action by CNC HK to obtain an appropriate protective order or
other reliable assurance that confidential treatment will be accorded the
Evaluation Material.

     4.  You hereby acknowledge that you are aware that by receiving the
Evaluation Material, (a) you may receive material non-public information about
CNC HK and ANC, and (b) there exist securities laws that may restrict or
eliminate your ability to sell or purchase securities of CNC HK while in
possession of such information or that may restrict your ability to share such
information with other persons who may engage in such trading. You hereby agree
(x) not to violate such securities laws and (y) to use your best efforts to
prevent any of your Representatives who receive such information from (whether
prepared by CNC HK or their Representatives or otherwise and irrespective of the
form of communication) from violating such restrictions.

     5.  You acknowledge and agree that in the event of any breach of this
agreement, CNC HK would be irreparably and immediately harmed and could not be
made whole by monetary damages. It is accordingly agreed that CNC HK in
addition to any other remedy to which it may be entitled in law or equity,
shall be entitled to an injunction or injunctions to prevent breaches of this
agreement and to compel specific performance of this agreement, without the
need for proof of actual damages. Such remedy shall not be deemed to be the
exclusive remedy for breach of this agreement but shall be in addition to all
other remedies available at law, equity or otherwise to CNC HK. You agree to
waive, and to cause your Representatives to waive, any requirement for the
securing or posting of any bond in connection with such remedy. You also agree
to reimburse CNC HK for all costs and expenses, including attorney's fees,
incurred by them in successfully enforcing your or your Representatives'
obligations hereunder.

     6.  The agreements set forth in this agreement may be modified or waived
only by a separate writing by CNC HK and you which expressly modifies or waives
such agreements.




_______________________________________________________________________________
[Guarantee and Indemnity]

                                      -2-
<PAGE>


     7. It is understood and agreed that no failure or delay by CNC HK or ANC in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any right, power or privilege
hereunder.

     8. This agreement shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to the principles of conflict
of laws thereof.

     9. Each of the parties hereto (a) consents to submit itself to the
nonexclusive personal jurisdiction of any federal court located in the State of
New York or any New York supreme court in the event any dispute arises out of
this agreement, (b) agrees that it shall not attempt to deny or defeat such
personal jurisdiction by motion or other request for leave from any such court
and (c) agrees that it shall not bring any action relating to this agreement in
any court other than a federal or state court sitting in the State of New York.

     10. If any provision of this agreement is held to be illegal, void or
unenforceable, such action shall have no effect on the enforceability of any
other provision of this agreement. The agreement may be executed in
counterparts, each of which shall be deemed to be an original, all of which
shall constitute the same agreement.

     11. Your obligations under this agreement will continue until the second
anniversary of the date of this agreement, unless expressly terminated upon
mutual written consent of the parties.

     Please confirm that the foregoing is in accordance with your understanding
of our agreement by signing and returning to us a copy of this letter.


                                       Very truly yours,


                                       CHINA NETCOM CORPORATION (HONG KONG)
                                       LIMITED


                                       By:
                                          ------------------------------
                                       Name:
                                       Title:


_______________________________________________________________________________
[Guarantee and Indemnity]

                                     - 3 -




<PAGE>




Confirmed and Agreed to as of
the date first written above


[Name of Lender]



By:
   -----------------------------------
Name:
Title:







_______________________________________________________________________________
[Guarantee and Indemnity]

                                      -4-