HK Announcement Cover 2

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. (Incorporated in Hong Kong with limited liability under the Companies Ordinance) (Stock Code: 1137) OVERSEAS REGULATORY ANNOUNCEMENT This announcement is made pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. Please refer to the attached Form 20-F for the fiscal year ended 31 August 2011 which was filed with the U.S. Securities and Exchange Commission on 21 December 2011 by City Telecom (H.K.) Limited. By Order of the Board City Telecom (H.K.) Limited Lai Ni Quiaque Executive Director, Chief Financial Officer and Company Secretary Hong Kong, 21 December 2011 As at the date of this announcement, the executive directors of the Company are Mr. Wong Wai Kay, Ricky (Chairman), Mr. Cheung Chi Kin, Paul (Vice Chairman), Mr. Yeung Chu Kwong, William (Chief Executive Officer), Mr. Lai Ni Quiaque (Chief Financial Officer); the non-executive director is Dr. Cheng Mo Chi, Moses; and the independent non-executive directors are Mr. Lee Hon Ying, John, Dr. Chan Kin Man and Mr. Peh Jefferson Tun Lu. As filed with the Securities and Exchange Commission on December 21, 2011 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 or ⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended August 31, 2011 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from or SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report Commission file number: 000-30354 City Telecom (H.K.) Limited (Exact name of registrant as Specified in its Charter) Hong Kong Special Administrative Region, The People’s Republic of China (Jurisdiction of Incorporation or Organization) Level 39, Tower 1, Metroplaza No. 223 Hing Fong Road Kwai Chung, New Territories Hong Kong (Address of Principal Executive Offices) Mr. Lai Ni Quiaque 12th Floor, Trans Asia Centre No.18 Kin Hong Street Kwai Chung, New Territories Hong Kong Telephone : (852) 3145 6068 Facsimile : (852) 2199 8445 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title Of Each Class Name Of Each Exchange On Which Registered American Depositary Shares, each representing The Nasdaq Stock Market LLC 20 Ordinary Shares, par value HK$0.10 per share Ordinary Shares, par value HK$0.10 per share* The Nasdaq Stock Market LLC* Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 771,911,853 Ordinary Shares, par value HK$0.10 per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No ⌧ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No ⌧ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer ⌧ Non-accelerated filer Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: US GAAP International Financial Reporting Standards as issued ⌧ Other by the International Accounting Standards Board If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has selected to follow. Item 17 Item 18 If this report is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ⌧ * Not for trading, but only in connection with the registration of the American Depositary Shares Contents Use of defined and technical terms 1 Currency translation 2 Note regarding forward-looking statements 3 Special note on our financial information presented in this annual report 4 PART I 5 ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 5 ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE 5 ITEM 3 KEY INFORMATION 5 A. Selected financial data 5 B. Capitalization and indebtedness 11 C. Reasons for the offer and use of proceeds 12 D. Risk factors 12 ITEM 4 Information on the Company 19 A. History and development of the Company 19 B. Business overview 20 C. Regulatory framework 28 D. Organizational structure 35 E. Property, plant and equipment 36 ITEM 5 Operating and financial review and prospects 37 A. Operating results 37 B. Liquidity and capital resources 44 C. Research and development, patents and licenses 46 D. Trend information 46 E. Off-balance sheet arrangements 46 F. Tabular disclosure of contractual obligations 47 G. Safe Harbor 47 ITEM 6 Directors, senior management and employees 47 A. Directors and senior management 47 B. Compensation 50 C. Board practices 50 D. Employees 52 E. Share ownership 52 ITEM 7 Major shareholders and related party transaction 55 A. Major shareholders 55 B. Related party transactions 56 C. Interests of experts and counsel 56 ITEM 8 Financial information 56 A. Consolidated statements and other financial information 56 B. Significant changes 56 ITEM 9 The offer and listing 57 A. Offer and listing details 57 B. Plan of distribution 59 C. Markets 59 D. Selling shareholders 59 E. Dilution 59 F. Expenses of the issue 59 ITEM 10 Additional information 59 A. Share capital 59 B. Memorandum and Articles of Association 59 C. Material contracts 63 D. Exchange controls 63 E. Taxation 63 F. Dividends and paying agents 67 G. Statement by experts 67 H. Documents on display 67 I. Subsidiary information 67 ITEM 11 Quantitative and qualitative disclosures about market risk 68 ITEM 12 Description of securities other than equity securities 68 A. Debt securities 68 B. Warrants and rights 68 C. Other securities 68 D. American depositary shares 68 i PART II 69 ITEM 13 Defaults, dividend arrearages and delinquencies 69 ITEM 14 Material modifications to the rights of security holders and use of proceeds 69 ITEM 15 Controls and procedures 69 A. Disclosure controls and procedures 69 B. Management’s report on internal control over financial reporting 69 C. Report of Independent Registered Public Accounting Firm 70 D. Changes in internal control over financial reporting 70 ITEM 16A Audit committee financial expert 70 ITEM 16B Code of ethics 71 ITEM 16C Principal accountant fees and services 71 ITEM 16D Exemptions from the listing standards for audit committees 71 ITEM 16E Purchase of equity securities by the issuer and affiliated purchasers 71 ITEM 16F Change in Registrant’s Certifying Accountant 71 ITEM 16G Corporate Governance 72 PART III 72 ITEM 17 Financial statements 72 ITEM 18 Financial statements 72 ITEM 19 Exhibits 72 ii Use of defined and technical terms Except as otherwise indicated by the context, references in this annual report to: • “Android” are to the operating system for mobile devices produced by Google. • “Apple Device” are to the electronic devices designed and produced by Apple Inc. including iPhone and iPad. • “ADSL” are to the asymmetric digital subscriber line technology; • “Articles” are to the Company’s existing Memorandum and Articles; • “City Telecom” or the “Company”are to City Telecom (H.K.) Limited; • “Category 5e copper wiring” are to certain network cabling commonly used for Ethernet network; • “Ethernet” are to a family of computer networking technology for local area networks; • “fiscal year” or “fiscal” are to the Company’s fiscal year ended August 31 for the year referenced; • “FMIC” are to an interconnection charge for circuit-switched traffic between a fixed network operator and a mobile network operator. • “FTNS business” are to our business segment in which we provide fixed telecommunications network services, including dial up and broadband Internet

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