(Incorporated in Hong Kong with limited liability under the Companies Ordinance) (Stock Code: 1137) OVERSEAS REGULATORY ANNOUNCEMENT Please refer to the attached Form 20-F for the fiscal year ended 31 August 2008 which has been filed with the U.S. Securities and Exchange Commission on 16 January 2009 by the Company. By Order of the Board City Telecom (H.K.) Limited Lai Ni Quiaque Executive Director, Chief Financial Officer and Company Secretary Hong Kong, 19 January 2009 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 Mr. 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. Table of Contents As filed with the Securities and Exchange Commission on January 16, 2009. 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 fiscal year ended August 31, 2008 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from or 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: 333-11012 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 20 Ordinary Shares, par value HK$0.10 per share The Nasdaq Stock Market LLC 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 at the close of the period covered by the annual report: 650,621,823 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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer or 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 by the International Accounting Standards Board Other 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 1 FORWARD-LOOKING STATEMENTS 1 PART I 2 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 2 ITEM 4. INFORMATION ON THE COMPANY 11 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 25 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 37 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 44 ITEM 8. FINANCIAL INFORMATION 45 ITEM 9. THE OFFER AND LISTING 46 ITEM 10. ADDITIONAL INFORMATION 48 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 54 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 54 PART II 54 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 54 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 54 ITEM 15. CONTROLS AND PROCEDURES 54 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 55 ITEM 16B. CODE OF ETHICS 55 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 55 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 56 ITEM 16E. PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 56 PART III 56 ITEM 17. FINANCIAL STATEMENTS 56 ITEM 18. FINANCIAL STATEMENTS 56 ITEM 19. EXHIBITS 56 EX-12.1 EX-12.2 EX-13 Table of Contents USE OF DEFINED AND TECHNICAL TERMS Except as otherwise indicated by the context, references in this annual report to: • “Hong Kong Companies Ordinance” are references to Chapter 32 of the laws of Hong Kong; • “City Telecom” or the “Company” are references to City Telecom (H.K.) Limited; • “fiscal year” or “fiscal” are references to the Company’s fiscal year ended August 31 for the year referenced; • “FTNS Licenses” are references to fixed telecommunications network services licenses; • “GPON” are references to our Gigabit Passive Optical Network; • “HKBN” are references to Hong Kong Broadband Network Limited; • “HKFRS” are references to Hong Kong Financial Reporting Standards; • “IP-TV services” are references to pay-television services through Internet Protocol; • “PNETS Licenses” are references to public non-exclusive telecommunications service licenses; • “VoIP” are references to Voice over Internet Protocol. CURRENCY TRANSLATION We publish our financial statements in Hong Kong dollars. In this annual report, references to “Hong Kong dollars” or “HK$” are to the currency of Hong Kong, and references to “U.S. dollars” or “US$” are to the currency of the United States. This annual report contains translations of Hong Kong dollar amounts into U.S. dollar amounts, solely for your convenience. Unless otherwise indicated, the translations have been made at US$1.00 = HK$7.8036, which was the noon buying rate in The City of New York for cable transfers in Hong Kong dollars as certified for customs purposes by the Federal Reserve Bank of New York on August 31, 2008. On January 9, 2009 the noon buying rate was US$1.00=HK$7.7572. You should not construe these translations as representations that the Hong Kong dollar amounts actually represent such U.S. dollar amounts or could have been or could be converted into U.S. dollars at the rates indicated or at any other rates. FORWARD-LOOKING STATEMENTS This annual report contains forward-looking statements that are, by their nature, subject to significant risks and uncertainties. These include statements with respect to City Telecom or the Company and our plans, strategies and beliefs and other statements that are not historical facts. These statements can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “anticipate”, “intend”, “estimate”, “continue”, “plan”, “predict”, “project” or other similar words. The statements are based on management’s assumptions and beliefs in light of the information currently available to us. These assumptions involve risks and uncertainties which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Potential risks and uncertainties include, without limitation: • technology changes; • changes in the regulatory environment in which we operate, including changes in rules and policies promulgated by regulatory agencies from time to time; • the increasing competition in the local or international telecommunications, Internet access, local VoIP or pay-television markets; • the benefits we expect to derive from our Next Generation Network, which consists of our Metro Ethernet Network and our newly- deployed GPON, in which we have been making significant capital investments; • our ability to maintain growth and successfully introduce new products and services; • the continued development and stability of our technological infrastructure platform through which our local and international telecommunications, Internet access, local VoIP and IP-TV services are offered; and • changes in local and global economic and financial environment. When considering such forward-looking statements, you should keep in mind the factors described in Item 3 “Key Information—Risk Factors” and other cautionary statements appearing in Item 5 “Operating and Financial Review and Prospects” of this annual report. Such risk factors and statements describe circumstances that could cause actual results to differ materially from those contained in any forward-looking statement.