EXHIBIT 10.2

         LETTER OF UNDERTAKINGS CONCERNING CERTAIN DEVELOPMENT ISSUES OF
               CHINA NETCOME GROUP CORPORATION (HONG KONG) LIMITED
                 (LETTER OF UNDERTAKINGS BY CHINA NETCOM GROUP)

China Netcome Group Corporation (Hong Kong) Limited:

      Whereas China Netcome Group Corporation (Hong Kong) Limited (the "Hong
Kong Company") is expected to proceed with a global initial public offering, to
ensure the continual development of the mainland China and overseas
telecommunication businesses of the Hong Kong Company and its subsidiaries
(collectively referred to as the "Listed Group") and to safeguard the interests
of the shareholders of the Hong Kong Company, China Network Communications Group
Corporation (the "Group Corporation"), being the largest controlling
shareholder, now specifies certain issues as follows:

      1.    The Group Corporation will give full support to the Listed Group's
            existing operations and future development;

      2.    The Hong Kong Company will be the only Hong Kong or overseas listed
            company under the control of the Group Corporation that manages
            basic telecommunication businesses in mainland China through its
            mainland subsidiaries;

      3.    Within the scope controlled by the Group Corporation, with respect
            to any issues relating to the examinations, approvals, transaction
            and other arrangements between the Listed Group and the Group
            Corporation and/or entities controlled by the Group Corporation
            engaging in fixed line, Internet (including but not limited to
            broadband business), data, leased line service, international
            telecommunications, value-added telecommunication business and other
            related telecommunication businesses (the "Group Corporation's
            subsidiary telecommunication operating entities"), the Listed Group
            will be equally treated as the Group Corporation itself and/or its
            subsidiary telecommunication operating entities;

      4.    If the Group Corporation obtains in China the operation licenses for
            other telecommunication businesses beyond the existing business
            scope of the Hong Kong Company's subsidiaries engaging in
            telecommunication businesses in mainland China (including but not
            limited to mobile telecommunication business license, new
            telecommunication businesses, and experiments and commercial
            operations of new technologies), it shall notify the Hong Kong
            Company at the earliest possible time, and upon the request of the
            Hong Kong Company, grant by way of authorization or otherwise the
            Hong Kong Company's subsidiaries engaging in telecommunication
            businesses in mainland China the exclusive right to manage such
            telecommunication businesses ("new business operation arrangement")
            in the provinces (municipalities or autonomous regions) where the
            Listed Group operates. If the new business operation arrangement
            requires the approval from relevant governmental authorities, the
            Group Corporation will use its best effort to obtain the approval
            for such new business operation arrangement;

      5.    Within the scope controlled by the Group Corporation, the Hong Kong
            Company shall have preferential right in acquiring the interests and
            businesses of the telecommunication companies and other entities
            owned by the Group Corporation.

      6.    Under the national regulations on telecommunication universal
            service obligations, the Group Corporation will fulfill by itself
            those obligations imposed on it. In accordance with the
            "Telecommunication Universal Services in Rural Areas- the
            implementation scheme of Village Connection Project" and other
            transitional measures on telecommunication universal services
            promulgated by the government, for the telecommunication universal
            service obligations that should be fulfilled by the Group
            Corporation and/or the Hong Kong Company (or its subsidiaries), the
            Group

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            Corporation will assume the responsibility for investing in and
            constructing the necessary network facilities. If the Listed Group
            operates and maintains such network facilities within its operation
            areas in mainland China, the Group Corporation will reasonably
            compensate the Listed Group for the related expenses incurred in
            operating and maintaining such network facilities based on market
            value.

China Network Communications Group Corporation

September 5, 2004

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