<PAGE>
                                                                   EXHIBIT 10.35

                                                                  Execution Copy

                               Dated 29 July 2004

                         ASIA NETCOM CORPORATION LIMITED
                                 (as Mortgagor)

                                  in favour of

             INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ASIA) LIMITED
                              (as Security Trustee)

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

                           DEED OF MORTGAGE OF SHARES
               in each of the Companies named in Schedule 1 herein

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

                                 RICHARDS BUTLER
                                    HONG KONG

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                                                            [Mortgage of Shares]

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
CLAUSE NO.                                      CLAUSE HEADING                                                 PAGE NO.
---------                                       --------------                                                 --------
<S>      <C>                                                                                                   <C>
1.       DEFINITIONS AND CONSTRUCTION........................................................................      1

2.       COVENANTS TO PAY....................................................................................      3

3.       MORTGAGE AND ASSIGNMENT.............................................................................      4

4.       CONTINUING AND INDEPENDENT SECURITY.................................................................      6

5.       REPRESENTATIONS AND WARRANTIES......................................................................      8

6.       TAXES AND OTHER DEDUCTIONS..........................................................................      9

7.       COSTS, CHARGES AND EXPENSES.........................................................................     10

8.       UNDERTAKINGS........................................................................................     10

9.       ENFORCEMENT.........................................................................................     12

10.      DIVIDENDS AND VOTING RIGHTS.........................................................................     14

11.      APPLICATION OF PROCEEDS.............................................................................     15

12.      INDEMNITY...........................................................................................     15

13.      SUSPENSE ACCOUNT....................................................................................     16

14.      SET-OFF.............................................................................................     16

15.      POWER OF ATTORNEY...................................................................................     17

16.      FURTHER ASSURANCE...................................................................................     17

17.      NOTICES.............................................................................................     18

18.      WAIVERS, AMENDMENTS AND CONSENTS, REMEDIES, SEVERABILITY, ASSIGNMENT AND COUNTERPARTS...............     19

19.      GOVERNING LAW AND JURISDICTION......................................................................     20

SCHEDULE 1 - PARTICULARS OF THE COMPANIES AND THE SHARES.....................................................     22

SCHEDULE 2 - FORM OF INSTRUMENT OF TRANSFER AND BOUGHT AND SOLD NOTE ........................................     24

SCHEDULE 3 - FORM OF LETTER OF RESIGNATION...................................................................     25

SCHEDULE 4 - FORM OF WRITTEN RESOLUTION......................................................................     26

SCHEDULE 5 - FORM OF AUTHORISATION FROM DIRECTORS/SECRETARY..................................................     27

SCHEDULE 6 - FORM OF LETTER OF UNDERTAKING...................................................................     28

SCHEDULE 7 - FORM OF ACKNOWLEDGEMENT OF NOMINEE..............................................................     29

EXECUTION PAGE...............................................................................................     30
</TABLE>

                                     - i -
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                                                            [Mortgage of Shares]

THIS DEED OF MORTGAGE OF SHARES is made on 29 July 2004

BETWEEN:-

(1)   ASIA NETCOM CORPORATION LIMITED, a company incorporated under the laws of
      Bermuda, and whose registered office is situate at Clarendon House, 2
      Church Street, Hamilton HN11, Bermuda (the "MORTGAGOR"); and

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

WHEREAS:-

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

(B)   The Security Trustee is acting as facility agent for the Finance Parties
      pursuant to the Facility Agreement and as security trustee for the Finance
      Parties pursuant to this Deed and the other Finance Documents.

(C)   It is a condition precedent to the availability of the Facility that the
      Mortgagor shall have executed and delivered this Deed to the Security
      Trustee.

NOW THIS DEED WITNESSES as follows:-

1.    DEFINITIONS AND CONSTRUCTION

1.1   TERMS DEFINED

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

      "COLLATERAL" means the assets of the Mortgagor from time to time subject,
      or expressed to be subject to the Security Interest constituted or
      expressed to be constituted by this Deed or any part of those assets and
      includes:-

      (i)   the Shares;

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                                                            [Mortgage of Shares]

      (ii)  all stocks, shares or other securities, rights, monies or other
            assets (the "RELATED ASSETS") accruing, offered or issued at any
            time by way of bonus, redemption, exchange, purchase, substitution,
            conversion, preference, option or otherwise in respect of the Shares
            or the above mentioned Related Assets;

      (iii) all Dividends;

      (iv)  allotments, offers and rights accruing or offered in respect of any
            Shares or the above mentioned Related Assets; and

      (v)   other rights and assets attaching to or deriving from or exercisable
            by virtue of any right title or interest in or to any Shares or the
            above mentioned Related Assets.

      "COMPANY" means each and any of the companies listed in Schedule 1 whose
      Shares are the subject of this Deed (and "COMPANIES" means any or all of
      them).

      "DELEGATE" means a delegate or sub-delegate appointed under Clause 15.2.

      "DIVIDENDS" means all dividends, interest and other sums received or
      receivable by any person in its capacity as shareholder of each Company
      and includes:

      (i)   the right to receive any and all such sums and all claims in respect
            of any default in paying such sums; and

      (ii)  all forms of remittance of such sums.

      "NOMINEE" means in respect of any Share held by a person as nominee or on
      trust for the Mortgagor and who is described as "REGISTERED SHAREHOLDER IN
      SCHEDULE 1".

      "RECEIVER" means any receiver, manager, receiver and manager or other
      similar officer appointed by the Security Trustee in respect of the
      security hereby granted.

      "SECURED 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 or liability to pay damages) which are
      or may become due, owing or incurred by the Mortgagor or any other
      Security Party which is a member of the CNC HK Group to any Finance Party
      under or in connection with any Finance Document and/or all other
      obligations hereby secured.

      "SECURITY PERIOD" means the period from the date of this Deed up to the
      date upon which all the Secured Obligations have been performed and
      discharged in full to the satisfaction of the Security Trustee.

      "SHARES" means in respect of the Mortgagor:-

      (a)   all present and future shares in the each of the Companies as
            described in Schedule 1, including the shares issued and outstanding
            at the date of this Deed described in that Schedule 1 (including any
            shares held by any Nominee for and on behalf of the Mortgagor);

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                                                            [Mortgage of Shares]

      (b)   all warrants, options or other rights to subscribe for, purchase or
            otherwise acquire those shares; and

      (c)   all rights relating to any of those shares which are deposited with,
            or registered in the name of, any depositary, custodian, nominee or
            other similar person (including rights against any such person).

1.2   TRUST

      All rights, benefits, interests, powers and discretions granted to or
      conferred on the Security Trustee pursuant to 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 Security
      Trustee may do all acts within its powers to administer and manage the
      trust constituted by this Clause including any full or partial release by
      deed of the rights, benefits and interests conferred by Clause 3.1
      (Mortgage) or the release of all or any part of the Collateral from this
      Deed. The trust constituted by this Clause shall come into existence on
      the date of this Deed and shall last for so long as any of the Secured
      Obligations remain outstanding provided that for the purposes of the rule
      against perpetuities, the perpetuity period applicable to the trust and
      any 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 for ease 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;
            and

      (b)   references to the "MORTGAGOR", the "BORROWER", the "SECURITY
            TRUSTEE", any "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.    COVENANTS TO PAY

      The Mortgagor hereby covenants that it will on demand pay to the Security
      Trustee and the other Finance Parties, the Secured Obligations when the
      same become due for payment or discharge in accordance with the Finance
      Documents.

                                     - 3 -
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                                                            [Mortgage of Shares]

3.    MORTGAGE AND ASSIGNMENT

3.1   MORTGAGE

      In consideration of the Lenders agreeing to make the Facility available to
      the Mortgagor upon the terms and conditions of the Facility Agreement and
      as a continuing security for the due and punctual performance and
      discharge of the Secured Obligations, the Mortgagor as sole legal and
      beneficial owner of the Shares not held by a Nominee and as beneficial
      owner of the Shares held by a Nominee hereby:-

      (a)   mortgages and charges by way of first fixed charge to the Security
            Trustee (as trustee for the Finance Parties) all its rights, title
            and interest, present and future in and to, the Collateral.

      (b)   assigns, and agrees to assign absolutely to the Security Trustee (as
            trustee for the Finance Parties) all its rights (including those
            rights it may have against a Nominee), present and future, relating
            to any of the Shares, including:-

            (i)   its rights relating to or against any depositary, nominee or
                  similar person with whom any of the Shares may be deposited to
                  the extent of those Shares;

            (ii)  rights that it may have against any person to require delivery
                  to it of any of the Shares;

            (iii) rights (contractually or otherwise) to give instructions
                  relating to the Shares; and

            (iv)  all claims for damages and rights to receive moneys due or to
                  become due for any reason whatsoever in respect of any of the
                  Shares;

            including those rights it may have against a Nominee or Delegate.

3.2   DELIVERY OF DOCUMENTS

      The Mortgagor shall forthwith upon execution of this Deed deliver or
      procure to be delivered (as the case may be) to the Security Trustee each
      of the following documents:-

      (i)   all original share certificates or such other documents evidencing
            title in respect of the Shares;

      (ii)  instruments of transfer and bought and sold notes in the form of
            Schedule 2 duly executed by the Mortgagor and/or its Nominee (as the
            case may be) in respect of the Shares with the name(s) of the
            transferee(s), date and consideration left blank;

      (iii) undated letters of resignation in the form of Schedule 3 duly
            executed by each of the directors and the secretary of each Company
            as at the date of this Deed;

      (iv)  signed but undated resolutions of the directors of each Company
            approving the resignation of the directors and the secretary
            referred to in sub-paragraph (iii)

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                                                            [Mortgage of Shares]

            above in the form set out in Schedule 4;

      (v)   letter of authority to date the letters of resignation and board
            resolutions respectively referred to in sub-paragraphs (iii) and
            (iv) above in the form set out in Schedule 5 signed by all the
            directors and the secretary of each Company;

      (vi)  letter of undertaking not to appoint any additional or substitute
            directors in the form set out in Schedule 6 signed by all the
            directors of each Company; and

      (vii) letter of acknowledgement in the form set out in Schedule 7 from the
            Nominees acknowledging the Security Interests constituted by this
            Deed and agreeing to act in accordance with the instructions of the
            Security Trustee.

3.3   PERFORMANCE AND INDEMNITY

      Notwithstanding the foregoing, the Mortgagor shall remain liable to
      perform all the obligations to be performed by it in respect of the
      Collateral and shall discharge fully its obligations thereunder as they
      become due and neither the Security Trustee nor any other Finance Party
      shall have any obligation of any kind whatsoever thereunder or be under
      any liabilities whatsoever in the event of any failure to perform its
      obligations thereunder and the Mortgagor hereby indemnifies and agrees to
      keep indemnified the Security Trustee and the other Finance Parties and
      each of them from and against any such liability.

3.4   RELEASE AND TRANSFER

      (a)   The Security Trustee shall, upon the full performance and discharge
            of the Secured Obligations to the satisfaction of the Security
            Trustee and the Finance Parties, at the request and cost of the
            Mortgagor and in such form and with such conditions as the Security
            Trustee shall reasonably require, release and transfer and reassign
            (as appropriate) to the Mortgagor the Collateral.

      (b)   Notwithstanding any discharge, release or settlement from time to
            time between the Security Trustee and the Mortgagor, if any
            security, disposition or payment granted or made to the Security
            Trustee in respect of the Secured Obligations by the Mortgagor 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 thereafter to enforce this Deed as if no such discharge,
            release or settlement had occurred.

      (c)   For that Collateral which has been transferred and registered under
            the name of the Security Trustee (as trustee for the Finance
            Parties) or its nominee, the Security Trustee shall only be obliged
            to return the share certificate(s) then representing the Collateral
            not yet disposed of or realised by the Security Trustee pursuant to
            its powers under this Deed (but not the original share certificates
            originally delivered to the Security Trustee by the Mortgagor) with
            the instruments of transfer duly executed in favour of the Mortgagor
            or such other person as the Mortgagor may direct.

                                     - 5 -
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                                                            [Mortgage of Shares]

3.5   CALLS

      The Mortgagor shall during the continuance of this security pay all calls
      or other payments which may become due in respect of any part of the
      Collateral and the Security Trustee may, if it thinks fit, make such
      payments on behalf of the Mortgagor. Any sums so paid by the Security
      Trustee shall be repayable by the Mortgagor to the Security Trustee on
      demand together with interest at the Default Rate from the date of such
      payment by the Security Trustee and pending such repayment shall
      constitute part of the Secured Obligations.

3.6   REGISTRATION OF TITLE TO THE SHARES

      The Mortgagor hereby agrees and authorises the Security Trustee to arrange
      for the Shares and any other Collateral to be registered at any time
      following the security constituted by this Deed becoming enforceable in
      the name of the Security Trustee or its nominee and (under the powers of
      enforcement contained herein) to transfer or cause the Collateral to be
      transferred to and registered in the name of any purchasers or transferees
      from the Security Trustee or its nominee and the Mortgagor undertakes from
      time to time to execute and sign all transfers, powers of attorney and
      other documents which the Security Trustee may require for perfecting its
      title to or, otherwise registering and transferring any part of the
      Collateral or for vesting the same in itself or its nominee or in any
      purchasers or transferees.

4.    CONTINUING AND INDEPENDENT SECURITY

4.1   CONTINUING SECURITY

      This Deed shall remain in full force and effect by way of a continuing
      security notwithstanding the insolvency or liquidation or any incapacity
      or change in the constitution or status of the Mortgagor or any other
      person and in particular but without limitation shall not be, nor be
      considered as, satisfied by any intermediate discharge or payment on
      account of any liabilities or any settlement of accounts between the
      Mortgagor and the Security Trustee or any other person.

4.2   ADDITIONAL SECURITY

      This Deed and the security hereby created shall be in addition to and not
      in substitution for or derogation of any other Security Interest,
      guarantee or other security (whether given by the Mortgagor or otherwise)
      now or from time to time hereafter held by the Security Trustee or any
      Finance Party in respect of or in connection with the Secured Obligations.

4.3   UNRESTRICTED ENFORCEMENT

      The Security Trustee need not before exercising any of the rights, powers
      or remedies conferred upon it by this Deed or by law (i) take action or
      obtain judgment in any court against the Mortgagor or any other person,
      (ii) make or file any claim or prove in a winding-up or liquidation of the
      Mortgagor or of any other person or (iii) enforce or seek to enforce the
      recovery of the monies and liabilities hereby secured by any other
      security

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                                                            [Mortgage of Shares]

      or other rights all of which the Mortgagor hereby waives 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.

4.4   NO DISCHARGE

      The liabilities and obligations of the Mortgagor under this Deed and the
      security constituted by this Deed shall remain in force notwithstanding
      any act, omission, event or circumstance whatsoever until the expiry of
      the Security Period and without limiting the foregoing, neither the
      liabilities of the Mortgagor under this Deed nor the validity or
      enforceability of this Deed shall be prejudiced, affected or discharged
      by:-

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

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

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

      (e)   any lack of capacity or deficiency in the powers of the Mortgagor or
            any other Security Party 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
            purporting to act on behalf of the Mortgagor or such Security Party
            or such other person;

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

      (g)   any other Finance Document, Security Interest, guarantee or other
            security or right or remedy being or becoming held by or available
            to the Security Trustee and/or the Lenders or by any other person or
            by any of the same being or becoming wholly or partly void, voidable
            or unenforceable or impaired or by the Security Trustee and/or the
            Lenders 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 the Security Trustee and/or the Lenders may now or hereafter
            have from or against the Mortgagor or any other Security Party or
            any other person;

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

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                                                            [Mortgage of Shares]

      (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 Mortgagor hereunder.

4.5   NO SUBROGATION

      (a)   The Mortgagor shall not exercise any right of subrogation,
            contribution or any other rights of a surety or enforce any security
            or other right or claim against any other person (whether in respect
            of its liability under this Deed or otherwise) who has guaranteed or
            given any security in respect of the Secured Obligations or claim in
            the insolvency or liquidation of any such other person in
            competition with the Security Trustee or the Lenders.

      (b)   If the Mortgagor receives any payment or benefit in breach of this
            Clause, it shall hold the same upon trust for the Security Trustee
            as a continuing security for the Secured Obligations.

5.    REPRESENTATIONS AND WARRANTIES

5.1   REPRESENTATIONS AND WARRANTIES

      The Mortgagor represents and warrants to the Security Trustee and each of
      the other Finance Parties that:-

      (a)   ISSUED AND PAID-UP SHARES: the Shares represent all of the shares in
            each Company and all the Shares have been validly issued and are
            fully paid up;

      (b)   SOLE AND BENEFICIAL OWNER: other than the Shares held by any
            Nominee, the Mortgagor is the sole, absolute, direct legal and
            beneficial owner of the Collateral and it has good and marketable
            title thereto;

      (c)   SECURITY INTEREST: no Security Interest exists over all or any of
            its right, title, interest or benefit in the Collateral (other than
            as created by this Deed);

      (d)   THIRD PARTY RIGHT: it has not sold or otherwise disposed of any of
            the Collateral or granted in favour of any other person any interest
            in or any option or other rights in respect of any of the
            Collateral; and

      (e)   THE COMPANIES: Each Company is validly incorporated under the laws
            of Hong Kong.

5.2   CONTINUING REPRESENTATION AND WARRANTY

      The Mortgagor also represents and warrants to and undertakes with the
      Security Trustee that the foregoing representations and warranties in
      Clause 5.1(a) and (e) will be true and accurate throughout the continuance
      of this Deed with reference to the facts and circumstances from time to
      time.

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                                                            [Mortgage of Shares]

6.    TAXES AND OTHER DEDUCTIONS

6.1   TAX GROSS-UP

      (a)   All sums payable by the Mortgagor 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.

      (b)   If at any time the Mortgagor 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 Mortgagor 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 other
            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 Mortgagor's obligations under Clause 6.1(a) and (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
            Mortgagor from any amounts paid or payable under this Deed shall be
            paid by the Mortgagor when due (except for such amounts being
            disputed by the Mortgagor in good faith) to the relevant taxing
            authority.

6.2   TAX INDEMNITY

      The Mortgagor shall indemnify the Security Trustee and each other Finance
      Party against any losses or costs incurred by any of them by reason of:

      (a)   any failure of the Mortgagor or any other person to make any such
            deduction or withholding referred to in Clause 6.1; or

      (b)   any increased payment referred to in Clause 6.1 not being made on
            the due date for such payment; or

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

      (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 this Deed.

6.3   EVIDENCE OF PROOF

      The Mortgagor shall promptly deliver to the Security Trustee any receipts,
      certificates or other proof evidencing the amounts (if any) paid or
      payable in respect of any deduction or withholding as aforesaid.

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                                                            [Mortgage of Shares]

6.4   TAX CREDIT

      If the Mortgagor makes a Tax Payment and the Security Trustee determines
      that:-

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

      (b)   it has obtained, utilised and retained that Tax Credit,

      the Security Trustee shall, promptly after obtaining the benefit of that
      Tax Credit, pay an amount to the Mortgagor 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 Mortgagor. Any certificate
      or determination of the Security Trustee showing in reasonable details the
      calculations made by the Security Trustee as to any amount for the
      purposes of this Clause 6 shall, in the absence of manifest error, be
      conclusive and binding on the Mortgagor.

7.    COSTS, CHARGES AND EXPENSES

7.1   EXPENSES

      The Mortgagor shall pay to the Security Trustee on demand and in the
      currency specified by the Security Trustee:-.

      (a)   irrespective as to whether any Advance is made, all expenses
            (including legal, printing and out-of-pocket expenses) reasonably
            incurred by the Security Trustee or any other Finance Party in
            connection with the negotiation, preparation and execution of this
            Deed and any amendment or extension of or the granting of any waiver
            or consent under this Deed; and

      (b)   all expenses on a full indemnity basis (including legal and
            out-of-pocket expenses) properly incurred by the Security Trustee or
            any other Finance Party in connection with the enforcement of or
            preservation of any rights under this Deed, or otherwise in respect
            of the monies owing under this Deed together with interest at the
            Default Rate from the date on which such expenses were incurred to
            the date of payment (both before and after judgment).

7.2   STAMP DUTY

      The Mortgagor shall pay all stamp, documentary, registration or other like
      duties or taxes (including any duties or taxes payable by the Security
      Trustee or any Finance Party) imposed on or in connection with this Deed
      and shall indemnify each of the Security Trustee and the other Finance
      Parties against any liability arising by reason of any delay or omission
      by the Mortgagor to pay such duties or taxes.

8.    UNDERTAKINGS

      The Mortgagor hereby undertakes and agrees with the Security Trustee, for
      the benefit

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                                                            [Mortgage of Shares]

      of the Security Trustee and each Lender, throughout the continuance of
      this Deed and so long as the Secured Obligations or any part thereof
      remains owing that, unless the Security Trustee otherwise agrees in
      writing, it will:-

      (a)   not create or attempt or agree to create or permit to exist any
            Security Interest over all or any part of the Collateral or any
            interest therein or otherwise sell, transfer, assign, deal with or
            dispose of all or any part of the Collateral or attempt or agree to
            do any of the same (except under or pursuant to this Deed);

      (b)   not grant or attempt or agree to grant in favour of any other person
            any interest in or any option or other rights in respect of any of
            the Collateral;

      (c)   ensure that no person holding any of the Collateral as its Nominee
            for the time being does any of the acts prohibited in this Deed;

      (d)   at all times remain the sole, direct, absolute, legal and beneficial
            owner of the Collateral;

      (e)   procure that no material amendment or supplement is made to the
            constitutional documents of any of the Companies other than pursuant
            to Clause 16.15 of the Facility Agreement without the prior written
            consent of the Security Trustee;

      (f)   immediately upon the appointment of any new director of the relevant
            Company, deposit or procure that there be deposited with the
            Security Trustee, the equivalent documents mutatis mutandis with
            respect to such director in the forms set out in Schedules 3, 4, 5
            and 6;

      (g)   not take or permit any action whereby the rights attaching to the
            Collateral and/or any other shares in the relevant Company are
            altered;

      (h)   give to the Security Trustee upon receipt copies of all notices,
            requests and other documents sent or received with respect to the
            Collateral;

      (i)   give to the Security Trustee such information regarding the
            Collateral as the Security Trustee shall reasonably require;

      (j)   do or permit to be done every act or thing which the Security
            Trustee may from time to time require for the purpose of enforcing
            the rights of the Security Trustee hereunder and will allow its name
            to be used as and when required for that purpose;

      (k)   not do or cause or permit to be done anything which may in any way
            depreciate, jeopardise or otherwise prejudice the value of the
            Security Trustee's security constituted hereunder;

      (l)   procure that the relevant Company will forthwith on presentation by
            the Security Trustee or its nominee following the security
            constituted by this Deed becoming enforceable, duly register all
            transfers of the Collateral; and

      (m)   if the Mortgagor shall acquire any such other stocks or shares as
            referred to in the definition of Collateral, it shall forthwith
            deliver or procure that there be

                                     - 11 -
<PAGE>
                                                            [Mortgage of Shares]

            delivered to the Security Trustee the certificates in respect
            thereof together with instruments of transfer and bought and sold
            notes in respect thereof duly executed in blank to enable the same
            to be registered in the name of the Security Trustee or its nominee
            following the security constituted by this Deed becoming
            enforceable.

9.    ENFORCEMENT

9.1   EVENTS OF DEFAULT

      The security created by this Deed shall become enforceable immediately
      upon the occurrence of an Event of Default which is continuing. For the
      purposes of this Clause, each of the following events and circumstances
      shall be an Event of Default:-

      (a)   any Event of Default as that term is defined in the Facility
            Agreement;

      (b)   if the Mortgagor purports or attempts to create any Security
            Interest (except under or as permitted by this Deed) over all or any
            part of the Collateral or any third party asserts a claim in respect
            thereof, and

      the Security Trustee shall be entitled, without prior or further notice
      and whether or not it shall have appointed a Receiver, to exercise the
      power to sell or otherwise dispose of the whole or any part of the
      Collateral.

9.2   EXCLUSION OF LIMITATION

      No restrictions imposed by any ordinance or other statutory provision in
      relation to the exercise of any power of sale or consolidation shall apply
      to this Deed.

9.3   APPOINTMENT AND POWERS OF RECEIVER

      (a)   At any time after the security hereby created has become
            enforceable, or if requested by the Mortgagor, the Security Trustee
            may in writing either under seal or under the hand of a duly
            authorised officer of the Security Trustee, appoint any person or
            persons to be a Receiver of the Collateral and may from time to time
            fix its or their remunerations and may remove any Receiver so
            appointed and appoint another in its place. Where more than one
            Receiver is so appointed, any reference in this Deed to a Receiver
            shall apply to both or all of the Receivers so appointed and the
            appointment shall be deemed to be a joint and several appointment so
            that the rights, powers, duties and discretions vested in the
            Receiver may be exercised jointly by the Receivers so appointed or
            severally by each of them.

      (b)   The Receiver shall be the agent of the Mortgagor and the Mortgagor
            shall be solely responsible for the Receiver's acts or defaults and
            for the Receiver's remuneration and the Receiver shall have all the
            powers conferred from time to time on mortgagees or receivers by law
            or otherwise (but without the restrictions imposed by law or any
            ordinance or other statutory provision in relation to the exercise
            of any power of sale or consolidation) and power on behalf and at
            the cost of the Mortgagor (notwithstanding any liquidation of the
            Mortgagor) to do

                                     - 12 -

<PAGE>

                                                            [Mortgage of Shares]

            or omit to do anything which the Mortgagor could do or omit to do in
            relation to the Collateral or any part thereof.

      (c)   The Receiver shall in the exercise of the Receiver's powers,
            authorities and discretions conform to the directions and
            regulations from time to time given or made by the Security Trustee.

9.4   POWERS TO BE GIVEN WIDE CONSTRUCTION

      The powers of the Security Trustee and the Receiver hereunder shall be
      construed in the widest possible sense to the intent that the Security
      Trustee and the Receiver shall be afforded as wide and flexible a range of
      powers as possible.

9.5   NO LIABILITY TO ACCOUNT AS MORTGAGEE IN POSSESSION

      Nothing that shall be done by or on behalf of the Security Trustee shall
      render it liable to account as a mortgagee in possession for any sums
      other than actual receipts.

9.6   AMENDMENT

      Any amendment or waiver of any provision of this Deed and any waiver of
      any default under this Deed shall only be effective if made in writing and
      signed by the Security Trustee.

9.7   EVIDENCE OF DEBT

      Any statement of account signed as correct by the Security Trustee showing
      any amount due under the Facility Agreement or under this Deed or under
      any other Finance Document shall, in the absence of manifest error, be
      conclusive evidence of the amount so due.

9.8   SALE OF COLLATERAL

      (a)   Each of the Security Trustee and the Receiver shall be entitled to
            exercise such power of sale in such manner and at such time or times
            and for such consideration (whether payable immediately or by
            instalments) as it shall in its absolute discretion think fit
            (whether by private sale or otherwise) and so that the Collateral
            (or any relevant part thereof) may be sold (i) subject to any
            conditions which the Security Trustee or the Receiver may think fit
            to impose, (ii) to any person (including, without limitation, any
            person connected with the Mortgagor or the Security Trustee) and
            (iii) at any price which the Security Trustee or the Receiver in its
            absolute discretion considers to be the best obtainable in the
            circumstances.

      (b)   If the Security Trustee exercises the rights conferred on it by this
            Clause 9, any sale or disposal of any of the Collateral pursuant to
            those rights shall not be treated as an absolute appropriation of or
            foreclosure on the Collateral to the exclusion of the Mortgagor and
            in extinguishment of its interest therein, unless the Security
            Trustee shall otherwise notify the Mortgagor (whether before or
            after the relevant appropriation or foreclosure has been effected),
            in which latter event any such appropriation or foreclosure shall be
            treated as a sale of the

                                     - 13 -
<PAGE>

                                                            [Mortgage of Shares]

            Collateral at a fair market value and the Secured Obligations shall
            be reduced by an equivalent amount.

      (c)   In any disposal pursuant to this Clause 9, the Security Trustee or
            the Finance Parties may, provided that they shall first have used
            reasonable efforts to dispose of the relevant Collateral or rights
            to third parties subject to compliance with any rules or regulations
            laid down by any governmental or other agency or authority,
            themselves purchase the whole or any part of the Collateral or
            rights disposed of free from any rights of redemption on the part of
            the Mortgagor which are hereby waived and released.

9.9   DIVIDENDS

      At any time after the power of sale has arisen, any Dividends which have
      been or may be received or receivable by the Security Trustee or the
      Receiver may be applied by the Security Trustee or the Receiver as though
      they were proceeds of sale hereunder.

9.10  PURCHASER NOT BOUND TO ENQUIRE

      Each of the Security Trustee and the Receiver is authorised to give a good
      discharge for any monies received by it pursuant to the exercise of its
      power of sale and no purchaser or other person shall be bound to enquire
      whether the power of sale has arisen as herein provided nor be concerned
      with the manner of application of the proceeds of sale.

9.11  NO LIABILITY FOR LOSSES

      The Mortgagor shall not have any claim against the Receiver or the
      Security Trustee in respect of any loss arising out of the exercise by the
      Security Trustee or the Receiver of their respective powers hereunder
      including without limitation out of any such sale or any postponement
      thereof howsoever caused and whether or not a better price could or might
      have been obtained upon the sale of the Collateral or any part thereof by
      deferring or advancing the date of such sale or otherwise howsoever.

9.12  WAIVER OF PRE-EMPTION RIGHTS

      The Mortgagor hereby irrevocably and unconditionally waives any rights it
      may have under the constitutional documents of the Companies or otherwise
      to purchase the Shares or Related Assets or other Collateral in the event
      that they are or are proposed to be transferred, sold or otherwise
      disposed of pursuant to the provisions of this Deed.

10.   DIVIDENDS AND VOTING RIGHTS

10.1  After the security under this Deed has become enforceable and subject to
      Clause 10.2, the Security Trustee shall have complete discretion to retain
      the dividends, interest and other moneys received by the Security Trustee
      in respect of the Collateral and to exercise or abstain from exercising
      all voting and other rights and powers attaching to the Collateral as the
      Security Trustee in its absolute discretion thinks fit without being
      liable for any losses which the Mortgagor may suffer as a result thereof
      (except in case of gross negligence or wilful default on the part of the
      Security Trustee) and in this respect the Mortgagor will, or will procure
      its Nominee to act or refrain from acting in

                                     - 14 -
<PAGE>

                                                            [Mortgage of Shares]

      accordance with the directions given by the Security Trustee from time to
      time.

10.2  The Security Trustee agrees with the Mortgagor that until the security
      under this Deed shall have become enforceable:

      (a)   the Mortgagor shall be entitled to receive and retain all Dividends,
            interest or other distributions or payments paid to and received by
            the Mortgagor in respect of the Collateral; and

      (b)   the Mortgagor shall be entitled to exercise all voting and other
            rights and powers attaching to the Collateral or any part thereof
            for all purposes, including but not limited to, exercising any
            option, warrant, conversion right or any other right, power or other
            privilege attaching to the Collateral provided that the same does
            not adversely affect or prejudice the rights of the Finance Parties
            or the security hereby created.

11.   APPLICATION OF PROCEEDS

      All monies received by the Security Trustee or the Receiver hereunder
      shall be applied in or towards satisfaction of the Secured Obligations
      (subject to the prior discharge of all liabilities having priority thereto
      by law) in the following order of priority:-

      (a)   in payment or satisfaction of all costs, charges, expenses and
            liabilities properly incurred and payments made by or on behalf of
            the Security Trustee or the Receiver in connection with the exercise
            of any powers hereunder and in preserving or attempting to preserve
            this security or the Collateral and of all outgoings in respect of
            the Collateral paid by the Security Trustee or the Receiver pursuant
            to this Deed;

      (b)   in payment to the Receiver of all remuneration as may be agreed
            between it and the Security Trustee to be paid to it at, or at any
            time after, its appointment;

      (c)   in or towards reduction of the remaining Secured Obligations in such
            manner as is provided in the Facility Agreement; and

      (d)   surplus (if any) to the Mortgagor.

12.   INDEMNITY

12.1  GENERAL INDEMNITY

      The Mortgagor hereby undertakes with the Security Trustee to indemnify and
      keep indemnified the Security Trustee and each other Finance Party, any
      nominee, agent, officer or employer thereof for whose liability the
      Security Trustee may be answerable, the Receiver and each of them (each an
      "INDEMNITEE") from and against all losses, actions, claims, demands,
      liabilities, costs, charges and expenses which such Indemnitee shall
      properly incur in connection with anything done or omitted to be done in
      the exercise or purported exercise of any powers conferred by this Deed or
      occasioned by any breach by the Mortgagor of any of its covenants or other
      obligations to the Security

                                     - 15 -
<PAGE>

                                                            [Mortgage of Shares]

      Trustee hereunder or the perfection, preservation or enforcement of the
      security created by this Deed (unless and to the extent that any of the
      foregoing results directly from the fraud, gross negligence or wilful
      misconduct of that indemnitee).

12.2  CURRENCY INDEMNITY

      (a)   If an amount due to the Security Trustee or any Receiver from the
            Mortgagor 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 Mortgagor;

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

            the Mortgagor shall, as an independent obligation to the Security
            Trustee or such Receiver, indemnify the Security Trustee or such
            Receiver 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 Mortgagor waives any right it may have in any jurisdiction to
            pay any amount under this Deed in a currency or currency unit other
            than that in which it is expressed to be payable.

12.3  PAYMENT AND SECURITY

      The Security Trustee or the Receiver may retain and pay out of any money
      in the hands of the Security Trustee or the Receiver all sums necessary to
      effect the indemnity contained in this Clause and all sums payable by the
      Mortgagor under this Clause shall form part of the monies hereby secured.

13.   SUSPENSE ACCOUNT

      The Security Trustee may, notwithstanding Clause 11 (Application of
      Proceeds) place and keep any monies received under this Deed, before or
      after the insolvency of the Mortgagor, to the credit of a suspense account
      in order to preserve the rights of the Security Trustee or the Receiver or
      the Lenders to sue or prove for the whole amount in respect of claims
      against the Mortgagor or any other person.

14.   SET-OFF

      (a)   Without prejudice to any right of set-off, combination of accounts,
            lien or other rights which the Security Trustee or the Receiver is
            at any time entitled whether by operation of law or contract or
            otherwise, the Security Trustee and the

                                     - 16 -
<PAGE>

                                                            [Mortgage of Shares]

            Receiver may (but shall not be obliged to) set off against any
            obligation of the Mortgagor due and payable by it hereunder without
            prior notice any moneys held by the Security Trustee or such
            Receiver for the account of the Mortgagor at any office of the
            Security Trustee or such Receiver anywhere and in any currency. The
            Security Trustee or such Receiver 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 such Receiver may convert either obligation at a market rate of
            exchange in its usual course of business for the purpose of the
            set-off.

15.   POWER OF ATTORNEY

15.1  POWER OF ATTORNEY

      The Mortgagor irrevocably appoints the Security Trustee, the Receiver and
      any persons deriving title under either of them by way of security jointly
      and severally to be its attorney (with full power of substitution) and in
      its name or otherwise on its behalf and as its act and deed to sign, seal,
      execute, deliver, perfect and do all deeds, instruments, acts and things
      which may be required or which the Security Trustee or the Receiver shall
      think proper or reasonably expedient for carrying out any obligations
      imposed on the Mortgagor hereunder or for exercising, following the
      security constituted by this Deed becoming enforceable, any of the powers
      conferred by this Deed or in connection with any sale or disposition of
      the Collateral or the exercise of any rights in respect thereof or for
      giving to the Security Trustee and the Receiver the full benefit of this
      security and so that this appointment shall operate to authorise the
      Security Trustee and the Receiver to do on behalf of the Mortgagor
      anything it can lawfully do by an attorney. The Mortgagor ratifies and
      confirms and agrees to ratify and confirm any deed, instrument, act or
      thing which such attorney or substitute may execute or do in exercising
      its powers under this Clause.

15.2  DELEGATION

      The Security Trustee and/or the Receiver may delegate to any person all or
      any of the rights or powers conferred on it by this Deed or by law. Any
      such delegation may be made upon such terms and conditions (including
      power to sub-delegate) as the Security Trustee or the Receiver thinks fit.

16.   FURTHER ASSURANCE

      The Mortgagor 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 require for the purpose of obtaining the
      full benefit of this Deed and of the rights and powers herein granted.

                                     - 17 -
<PAGE>

                                                            [Mortgage of Shares]

17.   NOTICES

17.1  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 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 Mortgagor and any
      of the Lenders in connection with this Deed shall be made through the
      Security Trustee.

17.2  ADDRESSES

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

      To the Mortgagor:-

      Address                    c/o Asia Netcom Corporation Limited
                                 46/F Cheung Kong Center
                                 2 Queen's Road Central
                                 Hong Kong
      Fax                        (852) 2121 2929
      Attention                  Gregory Freiberg/Wenlong Sun

      To the Security Trustee:-

      Address                    Industrial and Commercial Bank of China (Asia)
                                 Limited
                                 10/F., ICBC Asia Building
                                 122-126 Queen's Road Central
                                 Hong Kong
      Fax                        (852) 2851 9361
      Attention                  Ms. Esther Cheng/Ms. Amy Wong

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

                                     - 18 -
<PAGE>

                                                            [Mortgage of Shares]

18.   WAIVERS, AMENDMENTS AND CONSENTS, REMEDIES, SEVERABILITY, ASSIGNMENT AND
      COUNTERPARTS

18.1  WAIVERS

      No failure or delay on the part of the Security Trustee or any Lender 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 Lender of any power, right or remedy preclude any other or
      further exercise thereof or the exercise of any other power, right or
      remedy.

18.2  AMENDMENTS AND CONSENTS

      (a)   Any amendment of any provision of this Deed shall only be effective
            if made in accordance with the provisions of this Deed and the
            Mortgagor and the Security Trustee so agree in writing and 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 or the Majority Lenders, as the case may be, agrees in
            writing. Any consent by the Security Trustee under this Deed must be
            made in writing.

      (b)   Any such waiver or consent may be given subject to any conditions
            thought fit by the Security Trustee acting or the instructions of
            the Lenders or the Majority Lenders, as the case may be, and shall
            be effective only in the instance and for the purpose for which it
            is given.

18.3  REMEDIES

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

18.4  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.

18.5  ASSIGNMENT

      The Security Trustee may assign its rights under this Deed in accordance
      with the provisions of the Facility Agreement. The Mortgagor may not
      assign any of its rights hereunder without the prior written consent of
      the Security Trustee.

18.6  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.

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

                                     - 19 -
<PAGE>

                                                            [Mortgage of Shares]

19.   GOVERNING LAW AND JURISDICTION

19.1  GOVERNING LAW

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

19.2  SUBMISSION TO JURISDICTION

      For the benefit of the Security Trustee and the other Finance Parties, the
      Mortgagor irrevocably agrees that the courts of the 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 Mortgagor irrevocably submits to
      the jurisdiction of those courts.

19.3  OTHER JURISDICTIONS

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

19.4  WAIVER OF INCONVENIENT FORUM

      The Mortgagor 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 19 (Governing Law and Jurisdiction) and any claim that
      any such Proceedings have been brought in an inconvenient forum.

19.5  PROCESS AGENT

      The Mortgagor hereby irrevocably appoints Asia Netcom Asia Pacific
      Commercial Limited of 46th Floor, Cheung Kong Centre, 2 Queen's Road
      Central, Hong Kong to receive, for it and on its behalf, service of
      process in any Proceedings in Hong Kong. Such service shall be deemed
      completed on delivery to the process agent whether or not it is forwarded
      to and received by the Mortgagor. If for any reason the process agent
      ceases to be able to act as such or no longer has an address in Hong Kong,
      the Mortgagor irrevocably agrees to appoint a substitute process agent
      acceptable to the Security Trustee, and to deliver to the Security Trustee
      a copy of the new process agent's acceptance of that appointment, within
      30 days.

19.6  SERVICE

      The Mortgagor irrevocably consents to any process in any Proceedings
      anywhere being served by mailing a copy by post in accordance with the
      Clause 17 (Notices) provision of this Deed. Nothing shall affect the right
      to serve any process in any other manner permitted by law.

                                     - 20 -
<PAGE>

                                                            [Mortgage of Shares]

19.7  WAIVER OF IMMUNITIES

      To the extent that the Mortgagor 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 Mortgagor 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 Mortgagor as a deed on the day and
year first above written.

                                     - 21 -
<PAGE>

                                                            [Mortgage of Shares]

                                   SCHEDULE 1

                   PARTICULARS OF THE COMPANIES AND THE SHARES

<TABLE>
<CAPTION>
                                                                                        REGISTERED SHAREHOLDERS AND
           NAME OF COMPANY                        DESCRIPTION AND NUMBER OF SHARES         NUMBER OF SHARES HELD
-------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                                   <C>
Asia Netcom Asia Pacific Limited                      2 shares of HK$1.00 each          1. Asia Netcom Corporation
(Company No.: 690530)                                                                   Limited (1 share)
                                                                                        2. East Asia Netcom Ltd (1
                                                                                        share) as nominee

Asia Netcom Asia Pacific Commercial Limited           2 shares of HK$1.00 each          1. Asia Netcom Corporation
(Company No.: 690587)                                                                   Limited (1 share)
                                                                                        2. East Asia Netcom Ltd (1
                                                                                        share) as nominee

Asia Netcom Hong Kong Limited                         2 shares of HK$1.00 each          1. Asia Netcom Corporation
(Company No.: 594228)                                                                   Limited (1 share)
                                                                                        2. East Asia Netcom Ltd (1
                                                                                        share) as nominee
</TABLE>

                                     - 22 -
<PAGE>

                                                            [Mortgage of Shares]

                                   SCHEDULE 2

             FORM OF INSTRUMENT OF TRANSFER AND BOUGHT AND SOLD NOTE

                             Instrument of Transfer

                                       [-]

We, Asia Netcom Corporation Limited of Clarendon House, 2 Church Street,
Hamilton HN11, Bermuda in consideration of the Sum of ____________ hereby paid
to me by ________________ of ______________________ (the "TRANSFEREE"), do
hereby transfer to the said Transferee the _______ Shares standing in our name
in the Register of Members of [-] to hold unto the said Transferee, its
executors, administrators or assigns, subject to the several conditions upon
which we hold the same at the time of execution hereof. And we the said
Transferee do hereby agree to take the said Shares subject to the same
conditions.

Witness our hands the          day of                            ,           .

Witness to the signature(s) of

Name
____________________________________
Address

____________________________________    ________________________________________
                                          ASIA NETCOM CORPORATION
____________________________________      LIMITED

Witness to the signature(s) of

Name
____________________________________
Address

____________________________________    ________________________________________

____________________________________      [THE TRANSFEREE]

____________________________________

                                     - 23 -
<PAGE>

                                                            [Mortgage of Shares]

                                    Sold Note

Name of Purchaser (Transferee):     ________________________________

Address:                            ________________________________

Name of the Company in which
the Shares are to be transferred:   [-]

Number of Shares:                   ___________ Shares of ____________ each

Consideration:                      ________________________________

                                     ___________________________________________
                                         Signed by:
                                         ASIA NETCOM CORPORATION LIMITED

Hong Kong, Dated:

________________________________________________________________________________
                                                    Bought Note

Name of Seller (Transferor):             ASIA NETCOM CORPORATION LIMITED

Address:

Occupation:

Name of the Company in which
the Shares are to be transferred:   [-]
Number of Shares:                   _________  Shares of _________ each

Consideration:                      ____________________________________

                                     ___________________________________________
                                         Signed by:
                                         [THE TRANSFEREE]

Hong Kong, Dated:

                                     - 24 -
<PAGE>

                                                            [Mortgage of Shares]

                                   SCHEDULE 3

                          FORM OF LETTER OF RESIGNATION

To:   The Board of Directors
      of [-] (the "COMPANY")

                                                    Date: ______________________

I, [Name of director/secretary], hereby resign my position as a
director/secretary of the Company with effect from and waive all claims to fees
or compensation in connection with or arising from ______ my employment and/or
resignation save as provided by law in Hong Kong.

SIGNED, SEALED AND DELIVERED by [Name of director/secretary] in the presence of:

         Signature of witness: ___________________

         Name of witness:      ___________________

         Address of witness:   ___________________

                                     - 25 -
<PAGE>

                                                            [Mortgage of Shares]

                                   SCHEDULE 4

                           FORM OF WRITTEN RESOLUTION

                               [-] (THE "COMPANY")

Written Resolutions of all the Directors of the Company dated the day of

We, the undersigned, being all the Directors of the Company, hereby resolve:-

1.    Appointment of Directors/Secretary

      That the following persons be appointed as Directors and/or Secretary of
      the Company with immediate effect:-

2.    Resignation of Directors

      That the Letters of Resignation signed by [names of all
      Directors/Secretary] be accepted and that the same shall take effect
      forthwith.

[signed by all Directors]

__________________________________     ___________________________________

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                                                            [Mortgage of Shares]

                                   SCHEDULE 5

                 FORM OF AUTHORISATION FROM DIRECTORS/SECRETARY

                                                                          [Date]

To:   Industrial and Commercial Bank of China (Asia) Limited
      10/F., ICBC  Asia Building
      122-126 Queen's Road Central
      Hong Kong

We are, at the date hereof, all the directors and the sole secretary of [-] (the
"COMPANY").

We refer to (a) the Facility Agreement dated [-], 2004, as amended and restated
by the Supplemental Amendment and Restatement Deed dated [-], 2004 (the
"FACILITY AGREEMENT"), entered into between (1) Asia Netcom Corporation Limited,
as borrower (2) the banks and financial institutions named therein as lender
(the "LENDERS") and (3) Industrial and Commercial Bank of China (Asia) Limited
as arranger and facility agent (b) the Deed of Mortgage of Shares dated [-],
2004 (the "DEED") made between Asia Netcom Corporation Limited as mortgagor and
yourselves as security trustee in relation the Shares in the Company; and (c) an
undated written resolution of all the directors of the Company signed by us
resolving to approve the appointment of new director(s) and/or a new secretary
of the Company and the resignation of us as directors and/or secretary of the
Company (the "WRITTEN RESOLUTIONS").

We hereby irrevocably authorise you, at any time after the Mortgage has become
enforceable without our consent, to nominate such person(s) as you may in your
absolute discretion determine to be the director(s) and secretary of the Company
and to complete the written resolutions in such manner as you may think fit,
including to insert the date (which can be any date after the date hereof) and
the name(s) of the additional director(s) and/or the secretary. We confirm and
declare that the written resolutions as completed by you shall in all respects
be valid and effective as a board resolutions of the Company on the date and to
the effect as stated therein, and be binding on us and on the Company.

We also refer to the undated letters of resignation as directors and/or the
secretary of the Company signed by us. Each of us hereby irrevocably authorises
you at any time after the Mortgage has become enforceable without our consent to
insert a date (which can be any date after the date hereof) on the letters of
resignation, upon which our resignation of directorship and/or as secretary
shall take immediate effect.

[signed by all Directors and secretary ]

__________________________________     ___________________________________

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                                                            [Mortgage of Shares]

                                   SCHEDULE 6

                          FORM OF LETTER OF UNDERTAKING

                                                                          [Date]

To:   Industrial and Commercial Bank of China (Asia) Limited
      10/F., ICBC Asia Building
      122-126 Queen's Road Central
      Hong Kong

We, the undersigned Directors of [-] (the "COMPANY"), refer to the Deed of
Mortgage of Shares dated [ ], 2004 and made between Asia Netcom Corporation
Limited as mortgagor and yourselves as Security Trustee, and in pursuance
thereof hereby undertake not to appoint any additional or substitute Directors
or Secretary of the Company without your written consent.

[signed by all Directors]

__________________________________     ___________________________________

__________________________________     ___________________________________

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                                                            [Mortgage of Shares]

                                   SCHEDULE 7

                       FORM OF ACKNOWLEDGEMENT OF NOMINEE

To:   Industrial and Commercial Bank of China (Asia) Limited

                                                         _________________, 2004

Dear Sirs,

RE: [-] (THE "COMPANY")

I/We acknowledge that by a deed of mortgage of shares dated [___________], 2004
(the "SHARE MORTGAGE"), Asia Netcom Corporation Limited (the "MORTGAGOR") has
agreed to mortgage the entire issued share capital of the Company (the "SHARES")
of which the Mortgagor is the sole beneficial owner to you.

I/We hereby agree to deposit with you the certificates in respect of the
Share(s) of which I/we are the registered holder and to execute and deliver to
you such instruments of transfer, contract note, and other documents in respect
of such Share(s), including a power of attorney to sell, transfer or otherwise
dispose of the same, in such form as you may at any time and from time to time
require.

I/We [jointly and severally], until such time as I/we receive written notice
from you stating that the Share Mortgage has been released or otherwise
discharged:

1.    warrant that I/we are the registered holder(s) of a total of [____]
      [ordinary share(s)] of $[_______] each, in the Company;

2.    confirm that I/we hold such share(s) as nominee(s) on trust for you and
      that I/we shall hereafter hold such share(s) on you behalf as mortgagee in
      accordance with the terms of the Share Mortgage; and

3.    grant to you a power of attorney in the terms of clause 15 of the Share
      Mortgage as if references therein to the Mortgagor were references to
      me/us and undertake to grant you such further powers of attorney in such
      form as you may at any time and from time to time require.

EITHER:

SIGNED, SEALED AND DELIVERED                )
by [___________________________]            )
in the presence of:                         )

OR:

THE COMMON SEAL of                          )
[---------------------------]               )
was hereunto affixed in                     )
the presence of:                            )


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                                                            [Mortgage of Shares]

                                 EXECUTION PAGE

THE MORTGAGOR

SIGNED, SEALED AND DELIVERED                )
as a Deed by its duly authorised attorney   )
                                            )
for and on behalf of                        )
ASIA NETCOM CORPORATION LIMITED             )
in the presence of:-                        )

THE SECURITY TRUSTEE

SIGNED BY                                   )
for and on behalf of                        )
INDUSTRIAL AND COMMERCIAL BANK              )
OF CHINA (ASIA) LIMITED                     )
in the presence of:                         )

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