As filed with the Securities and Exchange Commission on December ~~18, 2009.~~17, 2010

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 20-F


o		REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934


þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the ~~fiscal~~ year ended August 31, ~~2009~~2010


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from or or


o		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~~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:


		Name Of Each
		Exchange On Which
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:
~~8.75% Senior Notes due 2015~~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:~~664,179,970~~764,997,344 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.

Yeso Noþ

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.

Yeso Noþ

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.

Yesþ Noo

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.)~~files).

Yeso Noo

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 a smaller reporting company. See the definitions of “large~~and large accelerated ~~filer,” “accelerated~~ filer” ~~and “smaller reporting company”~~ in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filero		~~Accelerated filer~~o		~~Non-accelerated~~Accelerated filerþ ~~(Do not check if a smaller reporting company)~~		~~Smaller reporting company~~Non-accelerated filero

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


US GAAPo	International Financial Reporting Standards as issuedþ	Othero
	by the International Accounting Standards Boardþ	~~Other~~o

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 17o Item 18o

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).

Yeso Noþ

* 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
Note regarding forward-looking statements			2
Special note on our financial information presented in this annual report			3

PART I
Item 1 Identity of directors, senior management and advisers			4
Item 2 Offer statistics and expected timetable			4
Item 3 Key information			~~4-13~~4-18
Item 4 Information on the Company			~~13-27~~18-33
Item 5 Operating and financial review and prospects			~~27-35~~33-43
Item 6 Directors, senior management and employees			~~36-43~~43-52
Item 7 Major shareholders and related party transactions			~~44-45~~52-53
Item 8 Financial information			4553-54
Item 9 The offer and listing			~~45-47~~54-56
Item 10 Additional information			~~47-54~~56-64
Item 11 Quantitative and qualitative disclosures about market risk			~~54-55~~64
Item 12 Description of securities other than equity securities			5564

PART II
Item 13 Defaults, dividend arrearages and delinquencies			5564
Item 14 Material modifications to the rights of security holders and use of proceeds			5564
Item 15 Controls and procedures			5564-65
Report of Independent Registered Public Accounting Firm
Item 16A Audit committee financial expert			5665
Item 16B Code of ethics			5665
Item 16C Principal accountant fees and services			5666
Item 16D Exemptions from the listing standards for audit committees			5666
Item 16E Purchase of equity securities by the issuer and affiliated purchasers			5766
Item 16F Change in Registrant’s Certifying Accountant			5766
Item 16G Corporate Governance			5766-67

PART III
Item 17 Financial statements			5868
Item 18 Financial statements			5868
Item 19 Exhibits			5868
EX-12.1
EX-12.2
EX-13

Use of defined and technical terms

Except as otherwise indicated by the context, references in this annual report to:

•		“Hong Kong Companies Ordinance” are to Chapter 32 of the laws of Hong Kong;

•		“City Telecom” or the “Company” are to City Telecom (H.K.) Limited;

•		“fiscal year” or “fiscal” are to the Company’s fiscal year ended August 31 for the year referenced;

•		“FTNS business” are to our business segment in which we provide fixed telecommunications network services, including dial up and broadband Internet access services, local VoIP services, IP-TV services and corporate data services;

•		“FTNS Licenses” are to the licenses issued by the Hong Kong regulatory authorities for fixed telecommunications network services;

•		“GPON” are to Gigabit Passive Optical Network;

•		“Group” are to the Company and its subsidiaries;

•		“HKBN” are to Hong Kong Broadband Network Limited, a wholly owned subsidiary of the Company;

•		“HKFRSs” are to Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants;

•		“IDD business” are to our business segment in which we provide international telecommunications services, including international long distance call services;

•		“IFRSs” are to International Financial Reporting Standards, as issued by the International Accounting Standards Board;

•		“IP-TV services” are to pay-television services through Internet Protocol;

•		“PNETS Licenses” are to licenses issued by the Hong Kong regulatory authorities for the public non-exclusive telecommunications services;

•		“UC License” are to the Unified Carrier License issued by the Hong Kong regulatory authorities for fixed and mobile telecommunication services; and

•		“VoIP” are to Voice over Internet Protocol.

Currency translation

We publish our consolidated 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$1.00 = HK$~~7.7505,~~7.7781, which was the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on August 31, ~~2009.~~2010. On December ~~14, 2009~~10, 2010 the exchange rate was US$1.00 = HK$~~7.7515.~~7.7737. 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.

Note regarding 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:

	•		technological changes;

	•		changes in our regulatory environment, including changes in rules and policies promulgated by regulatory agencies from time to time;

	•		increasing competition in the telecommunications, Internet access, local VoIP, pay-television and corporate data markets;

	•		the benefits we expect to derive from our Next Generation Network, which utilize Metro Ethernet and GPON technologies, in which we have been making significant capital investments;

	•		our ability to maintain growth and successfully introduce new services;

	•		the continued development and stability of our technological infrastructure, a platform through which our local and international telecommunications, Internet access, local VoIP, IP-TV and corporate data services are offered; and

	•		changes in the local and global economic 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.

Special note on our financial information presented in this annual report

Our consolidated financial statements as of and for the years ended August 31, 2008, 2009 and ~~2009~~2010 included in this annual report on Form 20-F have been prepared in accordance with ~~International Financial Reporting Standards, or~~ IFRSs as issued by the International Accounting Standards Board, or the IASB. Pursuant to the requirement under IFRS 1: First-Time Adoption of International Financial Reporting Standards, or IFRS 1, the date of our transition to IFRS was September 1, 2007, which is the beginning of the earliest period for which we ~~present~~have presented full comparative information in our consolidated financial ~~statements.~~statements in our annual report for the year ended August 31, 2009. With due regard to our accounting policies in previous periods and the requirements of IFRS 1, we have concluded that no adjustments were required to the amounts reported under HKFRSs as at September 1, 2007 or in respect of the year ended August 31, 2008.

In accordance with rule amendments adopted by the U.S. Securities and Exchange Commission, or the SEC, which became effective on March 4, 2008, we are not required to provide a reconciliation to generally accepted accounting principles in the United States, or U.S. GAAP. Furthermore, pursuant to the transitional relief granted by the SEC in respect of the first-time application of IFRS, no audited consolidated financial statements and financial information prepared under IFRSs for the year ended August 31, 2007 have been included in this annual report on Form 20-F.

Our consolidated financial statements included in our annual reports on Form 20-F previously filed with the SEC in respect of the year ended August 31, 2007 were prepared in accordance with Hong Kong Financial Reporting Standards, or HKFRSs, which collective term includes all applicable individual Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards and Interpretations issued by the Hong Kong Institute of Certified Public Accountants and accounting principles generally accepted in Hong Kong, or Hong Kong GAAP. For additional information, please refer to our annual reports on Form 20-F previously filed with the SEC.

PART I

ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3 KEY INFORMATION

A. Selected financial data

City Telecom’s historical financial information

The following table presents the selected consolidated financial data and operating data of City Telecom as of and for the years ended August 31, 2008, 2009 and ~~2009.~~2010. The selected financial data should be read in conjunction with, and is qualified in its entirety by reference to, the consolidated financial statements included elsewhere in this annual report, the accompanying notes thereto and Item 5 “Operating and financial review and prospects”. As disclosed above under “Special note on our financial information presented in this annual report”, our consolidated financial statements as of and for the years ended August 31, 2008, 2009 and ~~2009~~2010 have been prepared and presented in accordance with IFRSs.

Selected consolidated statement of operations data:


	As of and for the year ended August 31,									For the year ended August 31,
	2008			2009			2009			2008			2009			2010			2010
	HK$			HK$			US$			HK$			HK$			HK$			US$
	(Amounts in thousands except per share data)									(Amounts in thousands except per share data and number of ordinary shares)
Revenue:
- FTNS business		1,011,038			1,230,880			158,813			1,011,038			1,230,880			1,356,098			174,348
- IDD business		291,943			247,359			31,915			291,943			247,359			218,589			28,103


Total operating revenue		1,302,981			1,478,239			190,728			1,302,981			1,478,239			1,574,687			202,451


Network costs:
- FTNS business		(103,524	)		(107,670	)		(13,892	)		(103,524	)		(107,670	)		(144,347	)		(18,558	)
- IDD business		(74,843	)		(67,459	)		(8,704	)		(74,843	)		(67,459	)		(50,945	)		(6,550	)


Total network costs		(178,367	)		(175,129	)		(22,596	)		(178,367	)		(175,129	)		(195,292	)		(25,108	)


Other operating expenses		(966,094	)		(1,037,964	)		(133,922	)		(966,094	)		(1,037,964	)		(1,105,604	)		(142,143	)

Interest expense, net		(59,541	)		(50,258	)		(6,484	)		(59,541	)		(50,258	)		(10,863	)		(1,397	)
Other income, net		9,393			36,671			4,731
Other income/(expense), net											9,393			36,671			(3,383	)		(434	)
Income taxes benefit/(expense)		16,818			(38,730	)		(4,997	)		16,818			(38,730	)		(42,679	)		(5,487	)


Net income		125,190			212,829			27,460			125,190			212,829			216,866			27,882


Basic earnings per share (HK cents)		19.7			32.4			4.2
Diluted earnings per share (HK cents) (note 1)		19.0			31.8			4.1
Dividends per share attributable to the year (HK cents)		6.0			19.0			2.5
Basic earnings per share (cents)											19.7			32.4			30.7			3.9
Diluted earnings per share (cents) (note 1)											19.0			31.8			29.4			3.8
Dividends per share attributable to the year (cents)											6.0			19.0			20.0			2.6
Weighted average number of ordinary shares		634,015			657,201			657,201			634,015			657,201			706,605			706,605
Diluted weighted average number of ordinary shares (note 2)		657,997			668,384			668,384			657,997			668,384			736,616			736,616

Selected consolidated balance sheet data:


	As of the year ended August 31,									As of August 31,
	2008			2009			2009			2008			2009			2010			2010
	HK$			HK$			US$			HK$			HK$			HK$			US$
	(Amounts in thousands)									(Amounts in thousands)
Total assets		2,080,416			1,785,044			230,313			2,093,410			1,790,408			2,251,549			289,473

Long-term debt and other liabilities		(683,242	)		(162,586	)		(20,977	)		(683,242	)		(162,586	)		(134,860	)		(17,338	)
Finance lease obligations		(376	)		(732	)		(94	)		(376	)		(732	)		(605	)		(78	)
Other liabilities		(364,191	)		(393,199	)		(50,733	)		(377,185	)		(398,563	)		(427,545	)		(54,969	)


Total liabilities		(1,047,809	)		(556,517	)		(71,804	)		(1,060,803	)		(561,881	)		(563,010	)		(72,385	)


Net assets		1,032,607			1,228,527			158,509			1,032,607			1,228,527			1,688,539			217,088


Share capital		65,062			66,418			8,570			65,062			66,418			76,500			9,835
Share premium		670,717			681,208			87,892			670,717			681,208			1,074,997			138,208
Reserves		296,828			480,901			62,047			296,828			480,901			537,042			69,045


Total shareholders’ equity		1,032,607			1,228,527			158,509			1,032,607			1,228,527			1,688,539			217,088

Other financial data:


	For the year ended August 31,									For the year ended August 31,
	2008			2009			2009			2008			2009			2010			2010
	HK$			HK$			US$			HK$			HK$			HK$			US$
	(Amounts in thousands)									(Amounts in thousands)
EBITDA (note 3)		377,964			508,058			65,551			377,964			508,058			469,437			60,354
Net cash inflow from operating activities		378,563			535,886			69,142			381,991			536,771			485,340			62,398
Net cash outflow from investing activities		(147,750	)		(176,488	)		(22,771	)		(147,750	)		(176,488	)		(306,254	)		(39,374	)
Net cash outflow from financing activities		(342,550	)		(560,407	)		(72,306	)		(345,978	)		(561,292	)		178,307			22,924
Capital expenditures (note 4)		211,684			286,734			36,996			211,684			286,734			344,844			44,335

As a measure of our operating performance or liquidity, we believe that the most directly comparable measure to EBITDA is net cash provided by operating activities. The following table reconciles our net cash inflow from operating activities, the most directly comparable financial measure calculated and presented in accordance with IFRSs, to our definition of EBITDA on a consolidated basis for ~~each of fiscal~~the years ended 2008, 2009 and ~~2009.~~2010.


	For the year ended August 31,									For the year ended August 31,
	2008			2009			2009			2008			2009			2010			2010
	HK$			HK$			US$			HK$			HK$			HK$			US$
	(Amounts in thousands)									(Amounts in thousands)
EBITDA		377,964			508,058			65,551			377,964			508,058			469,437			60,354
Depreciation and amortization		(210,051	)		(206,241	)		(26,610	)		(210,051	)		(206,241	)		(199,029	)		(25,588	)
Interest expense, net		(59,541	)		(50,258	)		(6,484	)		(59,541	)		(50,258	)		(10,863	)		(1,397	)
Income taxes benefit/(expense)		16,818			(38,730	)		(4,997	)		16,818			(38,730	)		(42,679	)		(5,487	)


Net income		125,190			212,829			27,460			125,190			212,829			216,866			27,882
Depreciation and amortization		210,051			206,241			26,610			210,051			206,241			199,029			25,588
Amortization of deferred expenditure		33,777			53,160			6,859			33,777			53,160			48,621			6,251
Income taxes (benefit)/expense		(16,818	)		38,730			4,997			(16,818	)		38,730			42,679			5,487
Interest income		(15,596	)		(4,869	)		(628	)		(15,596	)		(4,869	)		(11,372	)		(1,462	)
Interest element of finance lease		34			27			3			34			27			42			5
Interest, amortization and exchange difference on senior notes		72,640			49,214			6,350			72,640			49,214			6,069			780
Interest on other borrowings											3,428			885			3,260			419
Amortization of upfront cost on bank loan											—			—			192			25
Interest expense on bank loan											—			—			1,379			177
Change in fair value of derivative financial instruments											—			—			11,293			1,452
Realized gain on long term bank deposit		(1,185	)		—			—			(1,185	)		—			—			—
Loss on disposal of fixed assets		1,431			1,016			131
Equity settled share-based transaction		4,204			4,768			615
Realized loss on derivatives financial instruments		1,039			—			—
Realized and unrealized gain on other financial assets		(3,284	)		(189	)		(24	)
Gain on extinguishment of senior notes		(2,582	)		(31,371	)		(4,048	)
Taxation paid		(4,250	)		(1,732	)		(223	)
Change in long term receivable and prepayments		1,346			(505	)		(65	)
Change in working capital, net		(27,434	)		8,567			1,105

Net cash inflow from operating activities		378,563			535,886			69,142

For the year ended August 31,
2008 2009 2010 2010
HK$ HK$ HK$ US$
(Amounts in thousands)
Loss/(gain) on disposal of fixed assets 1,431 1,016 (1,375 ) (177 )
Equity settled share-based transaction 4,204 4,768 5,347 687
Realized loss on derivatives financial instruments 1,039 — — —
Realized and unrealized gain on other financial assets (3,284 ) (189 ) — —
(Gain)/loss on extinguishment of senior notes (2,582 ) (31,371 ) 9,650 1,241
Taxation paid (4,250 ) (1,732 ) (3,013 ) (387 )
Change in long term receivable and prepayments 1,346 (505 ) 917 118
Change in working capital, net (27,434 ) 8,567 (44,244 ) (5,688 )

Net cash inflow from operating activities 381,991 536,771 485,340 62,398

Operating data:


	As of and for the year ended August 31,						As of and for the year ended August 31,
	2007		2008		2009		2008		2009		2010
FTNS subscriptions:
- Broadband Internet access		247,000		316,000		391,000		316,000		391,000		526,000
- Local VoIP		308,000		329,000		382,000		329,000		382,000		431,000
- IP-TV		128,000		156,000		170,000		156,000		170,000		153,000

Total		683,000		801,000		943,000		801,000		943,000		1,110,000

Registered international telecommunications accounts (note 5)		2,331,000		2,336,000		2,383,000		2,336,000		2,383,000		2,445,000

IDD outgoing minutes (in thousands)		659,000		574,000		487,000		574,000		487,000		464,000


Notes:

(1)		Diluted earnings per share is computed by dividing the net income by the diluted weighted average number of ordinary shares during the year.

(2)		For ~~fiscal~~the years ended August 31, 2008, 2009 and ~~2009,~~2010, the diluted weighted average number of ordinary shares was the weighted average number of ordinary shares outstanding during the respective years, plus the weighted average number of additional ordinary shares which would have been outstanding assuming all the outstanding share options have been exercised at the beginning of the respective years or on the date of issue, whichever is earlier.

(3)		EBITDA for any period means, without duplication, net income for such period, plus the following to the extent deducted in calculating such net income: interest expense, income taxes, depreciation and amortization expense (excluding any such non-cash charge to the extent it represents an accrual of or reserve for cash charges in any future period or amortization of a prepaid cash expense that was paid in a prior period not included in the calculation), less interest income. EBITDA is not a measure of performance under IFRSs. We believe that EBITDA is an additional measure utilized by investors in determining a borrower’s ability to meet debt service requirements. However, EBITDA does not represent, and should not be used as a substitute for, net earnings or cash flows from operations as determined in accordance with IFRSs, and EBITDA is not necessarily an indication of whether cash flow will be sufficient to fund our cash requirements. In addition, our definition of EBITDA may differ from that of other companies.

(4)		Capital expenditures represent additions to fixed assets and include non-cash transactions.

(5)		Registered accounts refer to international telecommunications customers that have a valid account. Account holders may or may not be active users of our services.

Selected Consolidated Statement of Operations Data:

For the year ended August 31,
2006 (note 6) 2007
HK$ HK$
(Amounts in thousands except per share data)
HKFRS

Revenues:
Fixed telecommunications network services 716,600 816,800
International telecommunications services 418,276 324,470

Total operating revenue 1,134,876 1,141,270

Network Costs:
Fixed telecommunications network services (125,639 ) (103,795 )
International telecommunications services (174,954 ) (110,796 )

Total network costs (300,593 ) (214,591 )
Other operating expenses (919,795 ) (834,104 )

(Loss)/income from operations (85,512 ) 92,575
Interest (expense)/income, net (68,259 ) (64,833 )
Other income, net 4,465 3,149
Income taxes credit/(expense) 7,244 (2,026 )

Net (loss)/income (142,062 ) 28,865
Basic (loss)/earnings per share (cents) (23.1 ) 4.7
Diluted (loss)/earnings per share (cents) (note 1) (23.1 ) 4.6
Dividends declared per share (cents) — 8.0
Weighted average number of shares 614,134 614,840
Diluted weighted average number of shares (note 2) 614,134 631,319

For the year ended August 31,
2006 2007
HK$ HK$
(Amounts in thousands except per share data)
U.S. GAAP

Total operating revenue 1,134,876 1,141,270
Total operating expenses (1,220,388 ) (1,048,695 )
Net (loss)/income (142,062 ) 28,865
Basic (loss)/earnings per share (cents) (23.1 ) 4.7
Diluted (loss)/earnings per share (cents) (note 1) (23.1 ) 4.6
Dividends declared per share (cents) — 8.0
Weighted average number of shares 614,134 614,840
Diluted weighted average number of shares (note 2) 614,134 631,319

Selected Consolidated Balance Sheet Data:

As of August 31,
2006 2007
HK$ HK$
(Amounts in thousands)
HKFRS

Total assets 2,124,215 2,161,133
Debt (948,027 ) (952,593 )
Finance lease obligation (2,373 ) (1,210 )
Other liabilities (282,161 ) (303,448 )

Total liabilities (1,232,561 ) (1,257,251 )

Net assets employed 891,654 903,882

Share capital 61,417 61,650
Share premium 620,298 622,433
Reserves 209,939 219,799

Total shareholders’ equity 891,654 903,882

As of August 31,
2006 2007
HK$ HK$
(Amounts in thousands)
U.S. GAAP

Total assets 2,154,305 2,189,086
Total liabilities (1,257,034 ) (1,279,587 )
Net shareholders’ equity 897,271 909,499

Other Financial Data:

For the year ended August 31,
2006 (note 6) 2007
HK$ HK$
(Amounts in thousands)
HKFRS

EBITDA (note 3) 195,417 353,827
Net cash provided by operating activities 184,151 383,999
Net cash (used in)/provided by investing activities (492,742 ) 114,053
Net cash used in financing activities (86,432 ) (109,504 )
Capital expenditures (note 4) 322,935 132,250

As a measure of our operating performance or liquidity, we believe that the most directly comparable measure to EBITDA is net cash provided by operating activities. The following table reconciles our net cash provided by operating activities under HKFRS to our definition of EBITDA on a consolidated basis for each of fiscal 2006 and 2007.

For the year ended August 31
2006 2007
HK$ HK$
(Amounts in thousands)
EBITDA (note 3)
195,417 353,827
Depreciation and amortization (276,464 ) (258,103 )
Interest expense, net (68,259 ) (64,833 )
Income taxes credit/(expense) 7,244 (2,026 )

Net (loss)/income
(142,062 ) 28,865
Depreciation and amortization 276,464 258,103
Impairment loss on investment property 1,131 —
Amortization of deferred expenditure 13,973 15,580
Income taxes (credit)/expense (7,244 ) 2,026
Interest income (20,378 ) (22,671 )
Interest, amortization and exchange difference on senior notes 86,664 89,879
Other borrowing costs 1,919 (739 )
Loss on disposal of fixed assets 9,621 1,714
Equity settled share-based transaction 6,823 5,727
Realized and unrealized loss on derivatives financial instruments 125 806
Unrealized gain on other investments (668 ) (1,887 )
Taxation paid (2,532 ) (2,171 )
Change in long term receivable 567 5,600
Change in working capital, net (40,252 ) 3,167

Net cash flow provided by operating activities 184,151 383,999

Operating Data:

As of and for the year ended August 31,
2006 2007
FTNS Subscriptions:
Broadband Internet Access 220,000 247,000
Local VoIP 281,000 308,000
IP-TV 116,000 128,000

Total 617,000 683,000

Registered international telecommunications accounts (note 5) 2,201,963 2,331,000
IDD outgoing minutes (in thousands) 788,000 659,000


Notes:

(1)		Diluted (loss)/earnings per share is computed by dividing the net (loss)/income by the diluted weighted average number of ordinary shares during the year.

(2)		For fiscal 2007, the diluted weighted average number of shares was the weighted average number of ordinary shares outstanding during the year, plus the weighted average number of additional ordinary shares which would have been outstanding assuming all the outstanding share options and share warrants (if any) have been exercised at the beginning of the respective years or on the date of issue, whichever is earlier. For fiscal 2006, the diluted weighted average number of shares was equal to the weighted average number of ordinary shares outstanding during the respective years because the incremental effect of share options and share warrants was anti-dilutive in a loss-making year.

(3)		EBITDA for any period means, without duplication, net income/(loss) for such period, plus the following to the extent deducted in calculating such net income/(loss): interest expense, income taxes, depreciation and amortization expense (excluding any such non cash charge to the extent it represents an accrual of or reserve for cash charges in any future period or amortization of a prepaid cash expense that was paid in a prior period not included in the calculation), less interest income. EBITDA is not a measure of performance under HKFRS or U.S. GAAP. We believe that EBITDA is an additional measure utilized by investors in determining a borrower’s ability to meet debt service requirements. However, EBITDA does not represent, and should not be used as a substitute for, net earnings or cash flows from operations as determined in accordance with HKFRS or U.S. GAAP, and EBITDA is not necessarily an indication of whether cash flow will be sufficient to fund our cash requirements. In addition, our definition of EBITDA may differ from that of other companies.

(4)		Capital expenditures represent additions to fixed assets and include non-cash transactions.

(5)		Registered accounts refer to international telecommunications customers that have a valid account. Account holders may or may not be active users of our services.

(6)		Due to additional evidence and information received with respect to the collectability of the mobile interconnection charges on January 30, 2006, we were required to reassess the conditions on which the estimates on bad debt provision for mobile interconnection charges receivables were based. Such assessment were made after the publication of our Hong Kong statutory financial statements for fiscal 2005 but prior to the filing of our annual report on Form 20-F for fiscal 2005. The effect of the reassessment was reflected in our annual report on Form 20-F for fiscal 2005 and in our Hong Kong statutory financial statements for fiscal 2006.

		Our reassessment had the following effects on our consolidated statement of operations for fiscal 2005 and 2006:

As previously
reported in
As previously 2006 Hong Kong
reported in 2005 Hong As reported statutory As reported
Kong statutory in 2005 Form financial in 2006
financial statements 20-F statements Form 20-F
HK$ HK$ HK$ HK$
(Amounts in thousands except per share data)
Total operating revenue 1,137,356 1,162,059 1,159,579 1,134,876
Provision for doubtful debts (60,563 ) (35,445 ) 7,668 (17,450 )
Net loss after tax (206,352 ) (156,531 ) (92,241 ) (142,062 )
Loss per share — basic and diluted (33.6) cents (25.5) cents (15.0) cents (23.1) cents

Exchange rate information

The Hong Kong dollar is freely convertible into other currencies (including the U.S. dollar). Since 1983, the Hong Kong dollar has been officially linked to the U.S. dollar and the current rate is US$1.00 to HK$7.80. Despite the efforts of the Hong Kong Monetary Authority, or HKMA, to keep the official exchange rate stable, the market exchange rate of the Hong Kong dollar against the U.S. dollar continues to be influenced by the forces of supply and demand in the foreign exchange markets. Furthermore, the official exchange rate is itself subject to fluctuations and can be reset in circumstances where the secondary foreign exchange markets move beyond the HKMA’s ability to back the official rate with foreign reserves.

Exchange rates between the Hong Kong dollar and other currencies are influenced by the rate between the U.S. dollar and the Hong Kong dollar.

The following table sets forth the average, high, low and period-end exchange rate between the Hong Kong dollar and the U.S. dollar (in Hong Kong dollars per U.S. dollar) for the fiscal periods indicated:

Average High Low Period-end
(note)
HK$ HK$ HK$ HK$
Fiscal 2005 7.7869 7.8002 7.7684 7.7718
Fiscal 2006 7.7601 7.7796 7.7506 7.7767
Fiscal 2007 7.8029 7.8289 7.7665 7.7968
Fiscal 2008 7.7915 7.8159 7.7497 7.8036
Fiscal 2009 7.7550 7.8094 7.7495 7.7505
July 2009 7.7500 7.7505 7.7495 7.7500
August 2009 7.7506 7.7516 7.7500 7.7505
September 2009 7.7503 7.7514 7.7498 7.7500
October 2009 7.7497 7.7502 7.7495 7.7497
November 2009 7.7497 7.7501 7.7495 7.7500
December 2009
(through December 14, 2009) 7.7501 7.7515 7.7495 7.7515

Average High Low Period-end
(note)
HK$ HK$ HK$ HK$
Fiscal 2006 7.7601 7.7796 7.7506 7.7767
Fiscal 2007 7.8029 7.8289 7.7665 7.7968
Fiscal 2008 7.7915 7.8159 7.7497 7.8036
Fiscal 2009 7.7550 7.8094 7.7495 7.7505
Fiscal 2010 7.7646 7.8040 7.7495 7.7781
June 2010 7.7880 7.8040 7.7690 7.7865
July 2010 7.7753 7.7962 7.7651 7.7672
August 2010 7.7702 7.7788 7.7605 7.7781
September 2010 7.7643 7.7738 7.7561 7.7599
October 2010 7.7580 7.7642 7.7513 7.7513
November 2010 7.7547 7.7656 7.7506 7.7649
December 2010 (through December 10, 2010) 7.7666 7.7737 7.7612 7.7737


Note:		The average rates on the last business day of each month during the relevant fiscal year period or the average rates for each business day during the relevant monthly period.

Source:		For all periods prior to January 1, 2009, the exchange rate refers to noon buying rate as reported by the Federal Reserve Bank of New York. For periods beginning on or after January 1, 2009, the exchange rate refers to the exchange rate as set forth in the H.10 statistical release of the Federal Reserve Board.

B. Capitalization and indebtedness

Not applicable.

C. Reasons for the offer and use of proceeds

Not applicable

D. Risk factors

You should carefully consider the risks described below and other information contained in this annual report before making an investment decision. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our business operations. We cannot assure you that any of the events discussed in the risk factors below will not occur. If they do, our business, financial condition or results of operations could be materially adversely affected.

Risks relating to our business and operations

In light of the intense competition in our target markets, we cannot assure you that our revenues and net profit will continue to grow.

We derive our total revenues from our FTNS business and our IDD business. Our FTNS business primarily consists of broadband Internet access, local VoIP, IP-TV and corporate data services, while our IDD business primarily consists of direct dial, international calling cards and mobile call forwarding services. Our total revenues increased by ~~13.4%~~6.5% to HK$1,574.7 million in fiscal 2010 from HK$1,478.2 million in fiscal 2009, ~~from HK$1,303.0 million in fiscal 2008,~~ and our net profit increased by ~~70.0%~~1.9% to HK$216.9 million in fiscal 2010 from HK$212.8 million in fiscal ~~2009 from HK$125.2 million in fiscal 2008.~~2009. The increase in net profit in fiscal ~~2009~~2010 was ~~mainly~~primarily due to increased contribution from our FTNS business ~~which carries high incremental margins than our IDD business,~~ and ~~a gain~~finance cost savings of HK$~~31.4~~32.9 million ~~on extinguishment~~as a result of ~~a portion~~repurchase and redemption of our outstanding 10-year senior notes.

Although revenue from our FTNS business increased by ~~21.8%~~10.2% in fiscal ~~2009,~~2010, we cannot assure you that we will be able to maintain such revenue and profit growth. The increase in revenue of our FTNS business was primarily due to an increase in our broadband subscription base of ~~17.7%~~34.5%, driven by ~~growing demand for high bandwidth broadband Internet access service. Any further increase in such subscription base will highly depend on~~ our ~~ability~~marketing program between November 2009 to ~~continue expand~~August 2010, which lowered by approximately 50.0% our ~~network coverage and compete successfully in an intensely competitive market.~~

~~On November 1, 2009, we launched our “Member-Get-Member” series of marketing programs. Under this series of programs, our existing customers may refer a new customer~~symmetric 100Mbps service to ~~use our broadband Internet access services and both will enjoy access to our bb100 service for~~ HK$99 per month, ~~under~~including a ~~24-month contract. In addition, new customers are also entitled~~Member-Get-Member promotion at this price for both the referee and referrer. Effective from September 1, 2010, we terminated such marketing program and increased the price of our residential broadband service plan from HK$99 per month to ~~this new discounted rate. As the results of such programs will highly depend on the response from the markets and our competitors, we~~HK$169 per month. We cannot assure you ~~that~~whether our revenues and net profit will continue to grow as a result of such price increase due to ~~more~~ intense competition in our industry. The growth of our subscription base will depend on our ability to continue to expand our network coverage and ~~uncertain price elasticity.~~operate in a highly competitive market.

Further, revenue from our IDD business decreased by ~~15.3%~~11.6% in fiscal ~~2009.~~2010. The decrease was primarily due to a decrease in the total number of airtime minutes by ~~15.2%, which reflected~~4.7% and a ~~reduction~~decrease in ~~the scale of operations.~~our tariff rate that we are able to charge our customers. On our IDD service, our strategy is to focus on cash flow ~~and profitability~~ rather than market share. Due to increasing competition, we expect our IDD business will continue to experience pressure on tariff rates and to contribute to a smaller portion of our revenue and net profit over time.

Our ability to continue to grow our total revenues and net profit in the rapidly evolving telecommunications industry depends on many factors, including our ability to accurately identify and respond to demand for new services, success in developing new services on a timely basis, quality and cost competitiveness of our services, effectiveness of our sales and marketing efforts, and the number and nature of competitors in a given market segment. The global economic ~~downturn~~uncertainty has resulted in decreased consumer confidence and overall slower economic activity, which may dampen the demand for broadband services or affect our customers’ ability to continue with existing services. We cannot assure you that we can maintain the current level of revenue growth and profitability.

Given the pace of change in the telecommunications industry and the characteristics of our target markets, we cannot assure you that our FTNS business will continue to be profitable.

The main target market for our FTNS business is Hong Kong. The Hong Kong telecommunications industry is ~~intensely~~highly competitive. The intense competition could result in price reductions, reduced gross margins or loss of market share, any of which could adversely affect our future growth and profitability. We expect competition to continue to increase for the following reasons:

	•		Increasing liberalization of the telecommunications industry in Hong Kong may continue to attract new local and foreign entrants and broaden the variety of telecommunications services available in the market, thereby increasing the overall level of competition in our industry.

	•		The Hong Kong government may continue to issue new wireless and wire-line FTNS Licenses. For instance, ~~261~~291 PNETS Licenses had been issued in Hong Kong as of October 31, ~~2009~~2010 for the provision of “external telecommunications services” (as defined in the Telecommunications Authority’s Determination as of December 30, 1998). Some of these licenses are held by subsidiaries of major foreign telecommunications providers, which have competitive advantages over us due to their global presence and size.

	•		Around December 31, 2007, Television Broadcasts Limited and Asia Television Limited, commonly known as TVB and ATV, respectively, the only two licensed domestic ~~territorial~~free television programme broadcasters in Hong Kong, launched their digital terrestrial television services and have since broadened such services to cover an increasingly large percentage of the viewing public in Hong Kong. As of December ~~15, 2009,~~14, 2010, their services offered a total of 11 free channels in both standard and high definition. This improvement in the quality of free television may result in a reduction in the number of subscribers for pay-television services.

As some of our main competitors have longer operating histories and others are subsidiaries of large business conglomerates, they may have greater financial, technical, marketing and other resources; a more sophisticated infrastructure; better brand recognition; and a larger subscription base and may be able to devote more human and financial resources to research and development, network improvement and marketing than we can. Our competitive position varies significantly by service type because each service is characterized by a different market. If we cannot compete effectively in a major market, our business, operating results and financial condition could be adversely affected.

Our services may become obsolete if we cannot address the changing needs of our customers.

The telecommunications industry is characterized by rapidly changing technology and industry standards, evolving subscriber needs and the changing nature of services with increasingly short life cycles. We cannot assure you that we will be able to respond successfully to technological advances and stay ahead of the evolving industry standards, for the following reasons:

	•		To compete successfully, we must constantly increase the diversity and sophistication of the services we ~~offered~~offer and upgrade our telecommunications technologies. We may be required to make substantial capital expenditures and may not be successful in modifying our network infrastructure in a timely and cost-effective manner in response to these changes.

	•		New technology, such as the possible development of 4G wireless data networks as a substitute for fiber-based services, or other trends in the telecommunications industry, could have an adverse effect on the services we currently offer. For example, traditional fixed line home telephones are being replaced by mobile telephones and/or VoIP services. Technology substitution from global VoIP providers, some of which offer free PC-to-PC based international calls, is also becoming more prevalent. ~~Both~~Increased adoption of such competing technology may lead to a decline in our ~~revenues from international telecommunications services and local telephony services.~~revenues.

	•		Changing our services in response to market demand may require the adoption of new technologies that could render many of the technologies that we are currently implementing less competitive or obsolete. We may also need to gain access to related or enabling technologies in order to integrate the new technology with our existing technology. Our new services may contain design flaws or other defects when first introduced to the market.

If we cannot offer the new services demanded by our customers in a timely manner, our business, operating results or financial condition could be adversely affected.

The development of our Next Generation Network requires significant capital expenditures, which may not be available on terms satisfactory to us or may impose a burden on our other business activities.

Our business is capital intensive. We need to continue to devote substantial resources in infrastructure construction and upgrade to provide consistent and high quality services. In particular, because we deliver our fixed telecommunications network services through our self-owned Next Generation Network, we have made, and will continue to make, capital investments in the expansion and upgrade of this network and the development of various telecommunications services. We incurred total capital expenditures of approximately HK$~~286.7~~344.8 million in fiscal ~~2009.~~2010.

We expect to incur capital expenditures ofranging from approximately HK$~~300~~320 million to HK$350 million ~~per year~~ in ~~fiscal 2010 and~~ 2011, a large majority of which will be spent on the continued expansion and upgrade of our network. While we intend to fund such expenditures by using our currently available cash as well as cash flow from operations, we may not have adequate capital to fund our projected capital expenditures. Our ability to fund operating and capital expenditures depends significantly on our ability to generate cash from operations. In fiscal ~~2009,~~2010, we generated cash from ~~operations~~operating activities of HK$~~535.9~~485.3 million. However, we cannot assure you that we will be able to sustain our operations in order to generate sufficient cash flows to meet our future requirements. Our ability to generate cash from operations is subject to general economic, financial, industry, legal and other factors and conditions, many of which are outside our control. In particular, our operations are subject to price and demand volatility in the telecommunications industry.

If we cannot finance our operations and capital expenditure using cash generated from operations, we may be required to, among other things, incur additional debt, reduce capital expenditures, sell assets, or raise equity. The ~~recent~~ global economic ~~crisis~~uncertainty has caused a general tightening in the credit markets, lower levels of liquidity, increases in the rates of default and bankruptcy, and volatility in the capital markets. Although we have sufficient cash to meet our anticipated cash needs for at least the next 12 months, the current market conditions may affect our ability to obtain further financing to support our network expansion in the future. Any failure to do so will negatively impact our business and slow down our network deployment, in that we may not be able to continue expanding our network infrastructure to cover substantial area of the Hong Kong territory. Additional debt or equity financing may not be available, and debt financing, if available, may involve restrictions on our investing, financing and operating activities.

If any of our new services are not successful, our operating results could be adversely affected.

New telecommunications services are introduced by our competitors from time to time. If we do not anticipate these changes and rapidly adopt new and innovative services in response, we may not be able to fully capture the opportunities in the market. Development of new services, however, exposes us to the following risks:

Developing new telecommunications services can be complex. We may not be able to adapt the new services effectively, promptly and economically to meet customer demand.

	•		~~Developing new telecommunications services can be complex. We may not be able to adapt the new services effectively and economically to meet customer demand.~~

	•		In developing new services, we are required to continue to make significant investments in our network infrastructure in order to support these services. If we exceed our budgeted capital expenditure and cannot meet the additional capital requirements in time through operating cash ~~flow~~flows and planned financings, we may have to delay the project.

	•		Any of our new services may not be commercially successful. The failure of any of our services to achieve commercial acceptance could result in additional capital expenditures or, to the extent that we are required under the applicable accounting standards to recognize a charge for the impairment of assets. Any impairment charges could materially ~~and~~ adversely affect our financial condition and the results of our operations.

Specifically, we cannot assure you that any services enabled by upgrading and expanding our Next Generation Network will provide us with an acceptable rate of return. This would depend on our ability to accurately identify and respond to emerging consumer trends and demand. We cannot assure you that we can generate satisfactory investment returns on any new service.

We may need to improve our internal controls over financial reporting and our independent auditors may not be able to attest to their effectiveness.

The United States Securities and Exchange Commission, or the SEC, as required by Section ~~404~~404(a) of the Sarbanes-Oxley Act of 2002, or the “Sarbanes-Oxley Act, adopted rules requiring every public company to include a management report on such company’s internal controls over financial reporting in its annual report, which contains management’s assessment of the effectiveness of the company’s internal controls over financial reporting. ~~In addition,~~Effective from September 21, 2010, the SEC adopted amendments to its rules and forms to conform them to Section 404(c) of the Sarbanes-Oxley Act, as added by Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Section 404(c) provides that Section 404(b) of the Sarbanes-Oxley Act shall not apply with respect to any audit report prepared for an issuer that is neither an accelerated filer nor a large accelerated filer. During fiscal 2010, we became an accelerated filer. Therefore, we are required to have an independent registered public accounting firm ~~must~~to attest to and report on the effectiveness of the Company’s internal controls over financial reporting. As a non-accelerated filer, we are required to file management’s report on internal controls over financial reporting for fiscal 2009 and our first auditor’s report on the effectiveness of our internal controls over financial reporting ~~for~~starting from fiscal 2010.

We have evaluated our internal controls surrounding the financial reporting process for the current fiscal period so that management can attest to the effectiveness of these controls, as required by Section 404 of the Sarbanes-Oxley Act of 2002. We have implemented appropriate steps to strengthen the internal controls. However, we may identify conditions that could result in significant deficiencies or material weaknesses in the future. As a result, we could experience a negative reaction in the financial markets and incur additional costs in improving the condition of our internal controls. For a detailed discussion of controls and procedures, see Item 15 “Controls and procedures.”

Notwithstanding our efforts, our management may subsequently conclude that our internal controls over financial reporting are not effective. Further, ~~for fiscal 2010,~~ even if our management concludes that our internal controls over ~~our~~ financial reporting are effective, our independent registered public accounting firm may conclude that our internal control over financial reporting is not effective.

If we do not successfully design and implement changes to our internal controls and management systems, or if we fail to maintain the adequacy of these controls as such standards are modified or amended from time to time, we may not be able to comply with Section ~~404~~404(a) of the Sarbanes-Oxley ~~Act of 2002.~~Act. This could subject us to regulatory scrutiny and penalties that may result in a loss of public confidence in our management, which could, among other things, adversely affect our customer and vendor confidence, stock price and our ability to raise additional capital and operate our business as projected.

If we cannot manage the growth in our FTNS business, the quality of our services and our operating results could be adversely affected.

We have been pursuing an aggressive strategy in growing our FTNS business. As part of this strategy, we intend to continue to expand and invest in our Next Generation Network infrastructure to support our range of broadband Internet access, local VoIP, IP-TV and corporate data services. The deployment of these projects has resulted and will result in significant demands on our systems and controls and may impact our administrative, operational and financial resources. These projects will also place significant demands on us to maintain the quality of our services to ensure that our brand does not suffer as a result of any deviations, whether actual or perceived, in the quality of our services.

Our ability to manage the growth in our FTNS business will depend upon our ability to:

	•		improve our existing operational, administrative and technological systems and our financial and management controls;

	•		enhance our infrastructure to support the expansion;

	•		develop effective marketing plans;

	•		control operational costs and maintain effective quality controls; and

	•		offer competitive prices to customers for our services.

Our failure to achieve any of the above in an efficient manner and at a pace consistent with the growth of our FTNS business could have an adverse effect on the quality of our services and increase our costs of operation.

We depend on certain key personnel, and our business and growth prospects may be disrupted by the loss of their services.

Our future success is dependent upon the continued service of our key executives and ~~employees.~~Talents (All individuals employed by the Group, including directors of the Company are defined as “Talents” hereafter). While we have employment agreements with members of our senior management, ~~staff,~~ we cannot assure you that we will be able to retain these ~~executives and employees.~~senior management. If one or more of our key personnel were unable or unwilling to continue in their present positions, or if they joined a competitor or formed a competing company, or if they shifted their focus away from Hong Kong operations, we may not be able to replace them easily, our business may be significantly disrupted and our financial condition and results of operations may be materially ~~and~~ adversely affected. Furthermore, as our industry is characterized by high demand and increased competition for ~~talent,~~Talents, we may need to offer higher compensation and other benefits in order to attract and retain key personnel in the future. We cannot assure you that we will be able to attract and retain the key personnel that we will need to achieve our business objectives.

Our ability to further expand the coverage of our Next Generation Network may be limited by the physical limitations or our ability to obtain access rights in certain buildings.

Our Next Generation Network has the capability of providing value-added broadband services and content that combine voice, data and images with increased efficiency and flexibility. As part of our strategy to grow our FTNS business, we plan to increase the coverage of our Next Generation Network from the current number of ~~1.6~~1.77 million residential homes pass as of August 31, ~~2009~~2010 to our target of 2.0 million residential homes pass by the end of 2011. To connect our Next Generation Network to a new physical site, we need to install ~~fiber-to-the-home~~fibre-to-the-home or ~~fiber-to-the-building~~fibre-to-the-building with Category-5e copper wiring, which we refer to as “in-building wiring”. Our expansion plan may be hindered because the installation of in-building wiring is subject to the following constraints:

	•		Because at least one of our competitors has already installed in-building wiring in virtually all buildings and many buildings have limited physical space for additional in-building wiring, other FTNS providers, including us, may encounter a bottleneck when installing our own in-building ~~wiring.~~wiring;

	•		Some single-owner commercial buildings may grant rights of access to our competitors while barring us from installing our own in-building ~~wiring.~~wiring; and

	•		Certain developers may have affiliations with our competitors and may attempt to delay or inhibit our wiring installations.

We may be unable to capitalize on any economy of scale benefits if we fail to expand our network coverage inat our projected rate. Our growth opportunities will also be limited as a result.

Internet security concerns could adversely affect our Internet access services.

To remain competitive, we must continue to upgrade our broadband Internet access, local VoIP, IP-TV and corporate data services. Computer viruses, break-ins and other inappropriate or unauthorized uses of our Next Generation Network could affect the provision of our full suite of Internet Protocol services and have the following effects on our FTNS business:

	•		interruption, delays or cessation in services to our customers;

	•		a threat to the security of confidential information stored in the computer system of our customers; and

	•		illegal viewing or download of our contents.

To protect our business from computer viruses and other harmful attacks, we may need to incur significant costs to protect us against the threat of security breaches or to alleviate problems caused by such breaches. We intend to continue to strengthen our network security to alleviate these problems. Our efforts, however, may cause interruptions, delays or cessations of our services, and our customers may stop using our service or assert claims against us as a result.

1015

We may be unable to further expand the scope of our Internet access services unless we obtain additional network capacity.

Our ability to transition from time to time to more advanced technologies for faster Internet access is critical to our ~~sustained~~sustainable competitiveness. Because our Next Generation Network has limited capacity, our ability to expand the network bandwidth on a timely basis is subject to the following factors:

~~the expansion and development of our own international telecommunications facilities;~~

~~the availability of leased capacity from third party carriers at favorable rates; and~~

~~the possible termination or cancellation of our existing contracts.~~

	•		the expansion and development of our own international telecommunications facilities;

	•		the availability of leased capacity from third party carriers at favorable rates; and

	•		the possible termination or cancellation of our existing contracts.

If we fail to increase the capacity of our international bandwidth, our ability to increase our market share and revenue in the Internet access market segment will be limited.

Natural disasters and other disruptive regional events could damage our network and adversely affect our business and operating results.

Our network is vulnerable to damage or cessation of operations from fire, earthquakes, severe storms, heavy rainfall, power loss, telecommunications failures, network software flaws, vandalism, transmission cable cuts and other catastrophic events. We may experience failures or shut downs relating to individual points of presence or even catastrophic failure of our entire network. Any sustained failure of our network, our servers, or any link in the delivery chain, whether from operational disruption, natural disaster or otherwise, could have a material adverse effect on our business, financial condition and results of operations.

The loss of key suppliers or their failure to deliver equipment on a timely basis could negatively impact our business.

We rely on third parties for the supply of network equipment. Further, because an IP set-top-box must be installed in order to access our IP-TV services, we must have an adequate supply of such installation equipment on hand for delivery to our customers in a timely manner.

We purchase all of our IP set-top boxes and other equipment from our suppliers on a purchase order basis and have no long-term contracts. If our suppliers are unable to supply us with these products in a timely manner or the costs of these products increase due to unforeseen causes, this could negatively impact our operating results, especially if we are unable to spread the costs over a larger subscription base or effectively pass the additional costs on to our subscribers.

Because we rely on third parties in delivering services through our Next Generation Network, our operating results could be adversely affected if their services are not timely or do not meet our standards.

We depend on third parties for the ongoing maintenance and repair of our Next Generation Network. Further, although our Next Generation Network is operated essentially as an independent network, a small portion of it is connected to the network of other providers under interconnection agreements. We are also dependent on certain Hong Kong rail transport providers to maintain and provide us with access to their infrastructure to support the proper functioning of our equipment and fiber-based backbone. If these third parties fail to respond or are untimely in their response to our maintenance and repair needs, our customers may experience interruptions or variations in the quality of our fixed telecommunications network services. Any service interruptions or variations could adversely affect our operating results and our ability to retain or add new customers.

Risks relating to the regulatory, political and economic environment

Regulatory reforms and currently contemplated regulatory initiatives in the telecommunications industry may adversely affect us.

The Hong Kong telecommunications industry is undergoing continuous regulatory reform. Our business and results of operations may be adversely affected by changes in the telecommunications regulations, especially in the following areas:

In July 2004, a new provision of the Telecommunications Ordinance came into force. This anti-competition provision specifically regulates the conduct of all carrier licensees (in particular merger and acquisition transactions) in the Hong Kong telecommunications industry by giving the Telecommunications Authority the power to review the conducts and transactions concerning carrier licensees and to take appropriate actions if it determines that the transaction would, or is likely to, prevent or substantially lessen competition in a telecommunications market. The Telecommunications Authority has the power under this provision to conduct an investigation into any questionable transaction. It might consent to the transaction (unconditionally or subject to any conditions it deems appropriate) or reject the transaction outright. The decision of the Telecommunications Authority will take into account of whether the transaction will adversely affect the public interest and benefit. This provision may have an adverse effect on our ability to grow our business through mergers and acquisitions.

We offer local VoIP services through our Next Generation Network under HKBN’s FTNS License. Following the conclusion of a public consultation on the regulation of Internet Protocol Telephony Services, the Telecommunications Authority issued a statement on June 20, 2005, setting out its views and decisions on the regulatory and licensing framework for the provision of VoIP services, including the creation of a licensing framework, conformance to the existing system of assigning telephone numbers, imposition of interconnection charges and establishing guidelines with respect to the quality of services.

	•		In July 2004, a new provision of the Telecommunications Ordinance came into force. This anti-competition provision specifically regulates the conduct of all carrier licensees (in particular merger and acquisition transactions) in the Hong Kong telecommunications industry by giving the Telecommunications Authority the power to review the conducts and transactions concerning carrier licensees and to take appropriate actions if it determines that the transaction would, or is likely to, prevent or substantially lessen competition in a telecommunications market. The Telecommunications Authority has the power under this provision to conduct an investigation into any questionable transaction. It might consent to the transaction (unconditionally or subject to any conditions it deems appropriate) or reject the transaction outright. The decision of the Telecommunications Authority will take into account whether the transaction will adversely affect the public interest and benefit. This provision may have an adverse effect on our ability to grow our business through mergers and acquisitions.

	•		We offer local VoIP services through our Next Generation Network under HKBN’s FTNS License. Following the conclusion of a public consultation on the regulation of Internet Protocol Telephony Services, the Telecommunications Authority issued a statement on June 20, 2005, setting out its views and decisions on the regulatory and licensing framework for the provision of VoIP services, including the creation of a licensing framework, conformance to the existing system of assigning telephone numbers, imposition of interconnection charges and establishing guidelines with respect to the quality of services.

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We offer fixed but not mobile telecommunications network services. The Telecommunications Authority has implemented a new fixed-mobile convergence licensing practice by way of the UC License. The UC License regime, which began on August 1, 2008, seeks to replace the existing four classes of carrier licenses for the provision of fixed and mobile services with a simple license. Going forward the UC License will be the only carrier license to be issued for the provision of fixed, mobile and/or converged services. Existing carrier licenses will remain effective until their expiry date. Licensees can choose to apply to convert their existing licenses to UC Licenses before then or apply for a UC License upon expiry. This regulatory change, together with the development of new technologies, may further accelerate the convergence of fixed and mobile telecommunications services, resulting in more structural competition between fixed-line and mobile telecommunications operators. As we do not have a mobile license, and are not currently authorized to provide mobile services, our ability to compete may be hindered by our inability to offer such services independently.

We provide our IP-TV services over our Next Generation Network under HKBN’s FTNS License. The Hong Kong government has indicated that because our IP-TV services are carried over the Internet, we are exempted under the Broadcasting Ordinance from the requirement to obtain a domestic pay-television program service license. However, the government’s Communications and Technology Branch has informed us that the government is considering a review of the broadcasting regulatory regime and may introduce changes to the existing regulatory framework, including the existing exemption in the Broadcasting Ordinance. However, we cannot predict whether the government may require us to obtain a pay-television program service license in the future.

	•		We offer fixed but not mobile telecommunications network services. The Telecommunications Authority has implemented a new fixed-mobile convergence licensing practice by way of the UC License. The UC License regime, which began on August 1, 2008, seeks to replace the existing four classes of carrier licenses for the provision of fixed and mobile services with a simple license. Going forward the UC License will be the only carrier license to be issued for the provision of fixed, mobile and/or converged services. Existing carrier licenses will remain effective until their expiry date. Licensees can choose to apply to convert their existing licenses to UC Licenses before then or apply for a UC License upon expiry. This regulatory change, together with the development of new technologies, may further accelerate the convergence of fixed and mobile telecommunications services, resulting in more structural competition between fixed-line and mobile telecommunications operators. As we do not have a mobile license, and are not currently authorized to provide mobile services, our ability to compete may be hindered by our inability to offer such services independently.

	•		We provide our IP-TV services over our Next Generation Network under HKBN’s FTNS License. The Hong Kong government has indicated that because our IP-TV services are carried over the Internet, we are exempted under the Broadcasting Ordinance from the requirement to obtain a domestic pay-television programme service license. However, the government’s Communications and Technology Branch has informed us that the government is considering a review of the broadcasting regulatory regime and may introduce changes to the existing regulatory framework, including the existing exemption in the Broadcasting Ordinance. However, we cannot predict whether the government may require us to obtain a pay-television programme service license in the future.

We require licenses from the Telecommunications Authority to provide our services. If one of these licenses is revoked or not renewed or there are substantial changes in its terms and conditions, we may be unable to deliver the services authorized by that license.

We require licenses from the Telecommunications Authority to provide our fixed telecommunications network and international telecommunications services. Our business operations therefore are susceptible to the following changes in the regulatory environment in particular:

Our ability to adjust the tariffs for different services are governed by the terms and conditions of the relevant licenses. The licenses, however, are issued under different regulatory frameworks. The differences in regulatory structure for these licenses may constrain our flexibility to respond to market conditions, competition or cost structure.

We have been granted a waiver by the Telecommunications Authority to comply with the tariff restrictions contained in HKBN’s FTNS License. If the waiver is revoked, our ability to adjust the tariffs for our fixed telecommunication network services, including our offer of discounts to subscribers from time to time, will be restricted.

Our PNETS License is subject to the Telecommunications Authority’s annual renewal. On October 19, 2009, the Telecommunications Authority announced the replacement of the PNETS License by a new class of Services-Based Operator License, Class 3 Modified Services-Based Operator License. On December 1, 2009, the PNETS License of City Telecom was replaced by a Class 3 Modified Services-Based Operator License. It is expected that the PNETS License of HKBN would also be replaced by a Class 3 Modified Services-Based Operator License on January 1, 2010 through the renewal procedure. HKBN’s FTNS License was initially granted in 2000 for a term of 15 years and may be renewed for such further period not exceeding 15 years at the discretion of the Telecommunications Authority.

The Telecommunications Authority’s failure to renew or its revocation of any of these licenses or its amendment of any of the terms and conditions contained in such licenses for any reason would prohibit us from continuing to offer the services authorized by those licenses, which would have a significant adverse impact on our revenues and profitability. In addition, there may be future changes in Hong Kong’s telecommunications regulations or policies that would require us to obtain additional licenses, which could have an adverse impact on our operations.

	•		Our ability to adjust the tariffs for different services are governed by the terms and conditions of the relevant licenses. The licenses, however, are issued under different regulatory frameworks. The differences in regulatory structure for these licenses may constrain our flexibility to respond to market conditions, competition or cost structure.

	•		We have been granted a waiver by the Telecommunications Authority to comply with the tariff restrictions contained in HKBN’s FTNS License. If the waiver is revoked, our ability to adjust the tariffs for our fixed telecommunication network services, including our offer of discounts to subscribers from time to time, will be restricted.

	•		Our PNETS License is subject to the Telecommunications Authority’s annual renewal. On October 19, 2009, the Telecommunications Authority announced the replacement of the PNETS License by a new class of Services-Based Operator License, Class 3 Modified Services-Based Operator License. On November 10, 2009, the PNETS License of City Telecom was replaced by a Class 3 Modified Services-Based Operator License. It is noted that the PNETS License of HKBN would also be replaced by a Class 3 Modified Services-Based Operator License on December 7, 2009 through the renewal procedure. HKBN’s FTNS License was initially granted in 2000 for a term of 15 years and may be renewed for such further period not exceeding 15 years at the discretion of the Telecommunications Authority.

	•		The Telecommunications Authority’s failure to renew or its revocation of any of these licenses or its amendment of any of the terms and conditions contained in such licenses for any reason would prohibit us from continuing to offer the services authorized by those licenses, which would have a significant adverse impact on our revenues and profitability. In addition, there may be future changes in Hong Kong’s telecommunications regulations or policies that would require us to obtain additional licenses, which could have an adverse impact on our operations.

Our international telecommunications revenues may be adversely affected by increases in carrier charges in China.

In China, tariffs for all domestic and international long distance services offered through public switched telephone networks, leased lines and data services are jointly set by the Ministry of Information Industry of the PRC and the State Development Planning Commission. Certain tariffs payable by us to our carrier partners are based, among other things, on the tariffs set by these agencies with respect to the calls our subscribers make to persons in China. In fiscal ~~2009,~~2010, approximately ~~78%~~79% of our international call traffic volume was to China. We cannot predict the timing, likelihood or magnitude of any tariff adjustments that may be imposed by the Ministry of Information Industry of the PRC and the State Development Planning Commission, nor can we predict the extent or potential impact upon our business of any future tariff increases. Such increases may lead to a decrease in traffic, reduce our revenues and adversely affect our business and results of operations. In addition, if we are unable to effectively manage the increased network costs, the profit margins of our IDD business could be adversely affected.

As approximately ~~48%~~50% of our ~~staff~~Talents are located in Guangzhou, China, changes in Chinese labor or business laws may significantly affect our operations and our ability to serve our Hong Kong based customers.

Our call center in Guangzhou employs over ~~1,500 employees~~1,600 Talents and is an important resource to us. We are therefore significantly affected by the laws and regulations governing foreign companies with operations in China. As the Chinese legal system develops, changes in such laws and regulations, their interpretation or their enforcement may lead to restrictions on our ability to hire and retain our ~~employees~~Talents in China, which could impact our ability to provide services to our Hong Kong-based customers.

Currency fluctuations of the Hong Kong dollar, our functional currency, may increase our operating costs and long term liability.

We are exposed to a certain amount of foreign exchange risk because our revenues are predominantly denominated in Hong Kong dollars, while a major portion of our operating costs are denominated in U.S. dollars, Renminbi or other foreign currencies. Our foreign currency-denominated expenses primarily consist of the following:

	•		A major portion of our operating costs of interconnection charges payable to overseas carriers for the delivery of our international calls. Substantially all of these interconnection charges are denominated in U.S. dollars or other foreign currencies.

	•		The equipment and hardware we purchase for the expansion of our Next Generation Network constitutes a large portion of our capital expenditures and is also denominated in U.S. dollars.

	•		~~Payment of interest, principal and any other amounts due under the 10-year senior notes due 2015 are made in U.S. dollars.~~

	•		Expenses incurred for the operation of our call center located in Guangzhou, China are denominated exclusively in Renminbi, the official currency of the People’s Republic of China. These include salaries paid to our personnel as well as various operating expenses that we incur to maintain our operations.

Since October 17, 1983, the Hong Kong dollar has been linked to the U.S. dollar at the rate of HK$7.80 per US$1.00. We, however, cannot assure you the link will be maintained in the future. Any depreciation of the Hong Kong dollar against the U.S. dollar, Renminbi or other currencies would increase our operating costs, including our debt servicing costs, make our capital expenditure plans more expensive, and adversely affect our profitability.

The Renminbi is presently pegged to a basket of currencies, and there remains significant international pressure on the PRC government to further liberalize its currency policy. This could result in a further and more significant appreciation in the value of the Renminbi against the Hong Kong dollar, which would increase the cost of operating our call center.

Our Chairman and Vice Chairman have significant ownership interest in the company. We cannot assure you that our Chairman and Vice Chairman will not engage in any transactions that lead to conflicts of interest resulting from their ownership interests.

Our Chairman and Vice Chairman each have an indirect ownership interest in the Company through Top Group International Limited (“Top Group”), which, as of December 14, 2010, held approximately 44.22% of the Company’s shares, of which 42.12% and 27.06% was owned by our Chairman and Vice Chairman, respectively. Top Group International Limited is a special purpose vehicle incorporated in the British Virgin Islands. Its board of directors consists of Mr. Wong and Mr. Cheung. Mr. Wong and Mr. Cheung have entered into a voting agreement pursuant to which they agreed to vote the 339,814,284 shares held by Top Group International Limited, the 7,145,289 shares held by Mr. Wong individually, and the 42,286,159 shares held by Mr. Cheung individually, collectively as a group. We cannot make assurances that our Chairman or Vice Chairman will not take actions that may not be in the best interests of our other shareholders.

Item 4 Information on the Company

A. History and development of the Company

The legal and commercial name of the Company is City Telecom (H.K.) Limited. The Company was incorporated on May 19, 1992 under the Hong Kong Companies Ordinance and is a limited liability company. Our registered office is located at Level 39, Tower 1, Metroplaza, No. 223 Hing Fong Road, Kwai Chung, New Territories, Hong Kong, telephone (852) 3145-6888. Our agent for U.S. federal securities laws purposes is CT Corporation System, 111 Eighth Avenue, New York, NY 10011.

We began offering international telecommunications services in September 1992. In our early stage of development, we focused on increasing our subscription base and amount of international traffic, and on building the CTI brand name as a low cost provider of international telecommunications services. In addition to our operations in Hong Kong, we also provide international telecommunications and Internet access services in Canada through two telecommunications companies in Canada, City Telecom Inc. and City Telecom (B.C.) Inc. We acquired our interests in these companies in December 1998 as part of our efforts to increase our market share of the telecommunications traffic between Canada and Hong Kong.

In January 1999, we became the first company in Hong Kong to obtain the first PNETS License. The license gives us the right to offer international telecommunications services using international simple resale and has had a significant positive impact on our international telecommunications revenues. We incorporated HKBN in Hong Kong in August 1999 and launched our broadband Internet access services in March 2000. In addition, we began providing local VoIP services in April 2002, IP-TV services in August 2003, and corporate data services in July 2004 using our Next Generation Network. The network has the capability of providing value-added broadband services and content that combine voice, data and images with increased efficiency and flexibility.

We believe that one of the cornerstones of our success has been our ability to quickly expand our service offerings when changes in regulation or technology have provided us with an opportunity to do so. Some of the key events in our history and development include the following:

	•		In October 2006, our Liu Xiang “Be Ahead of Yourself” marketing campaign won the “Certificate of Excellence” of HKMA/TVB Awards for Marketing Excellence 2006.

	•		In February 2007, we launched our “bb50 and bb200” symmetric residential broadband service supported by “SDU” personalized customer care service.

	•		In June 2007, we were awarded “Best Retention Strategies” at the Hong Kong HR Awards 2007.

	•		In July 2007, we were awarded “Integrated Support Team” of the year at the Asia Pacific Customer Service Consortium Customer Relationship Excellence Awards.

	•		In September 2007, we launched ~~“Fiber-To-The-Home”~~“Fibre-To-The-Home” residential broadband service, ~~“FiberHome100”~~“FibreHome100”, ~~“FiberHome200”~~“FibreHome200” and ~~“FiberHome1000”~~“FibreHome1000”. As the same time, we upgraded our entry level service broadband Internet access from 10 Mbps to 25 Mbps.

	•		In January 2008, we began to offer our “Dual Mode High Definition Terrestrial TV Receiver and IPTV Set-Top Box” to all of our customers in Hong Kong.

	•		In February 2008, we were awarded contract for the provision of payphone service at the Hong Kong International Airport.


	•		In September 2008, we launched the National Geographic Channel’s first ever Interactive Channel.

	•		In June 2009, we launched the first Online Broadband Service Registration Platform in Hong Kong.

	•		In ~~July 2009, we were awarded the 2009 Hong Kong Management Association Quality Award — Bronze.~~

	•		In November 2009, we accepted the Innovation in Recruitment award and Champion of HR award at the Hong Kong HRM Awards 2009.

	•		In December 2009, we shattered the one-million mark for Fixed Telecommunications Network Services subscriptions.

	•		In March 2010, we launched our “bb100” symmetric broadband and WiFi services at Hong Kong International Airport.

	•		In April 2010, we launched our 1Gbps symmetric residential broadband service at HK$199 per month.

B. Business overview

Principal Activities

We are a Hong Kong-based provider of residential and corporate fixed telecommunications network and international telecommunications services. We specialize in the residential mass market and small-to-medium corporate and enterprise market segments. The majority of our revenues are derived from business conducted in Hong Kong.

We derive our revenues from two business segments: FTNS and IDD. A breakdown of our revenues is as follows:


	For the year ended August 31,				For the year ended August 31,
	2008		2009		2008		2009		2010
	HK$		HK$		HK$		HK$		HK$
	(Amounts in thousands)				(Amounts in thousands)
*Revenue*
FTNS business		1,011,038		1,230,880		1,011,038		1,230,880		1,356,098
IDD business		291,943		247,359		291,943		247,359		218,589


Total operating revenue		1,302,981		1,478,239		1,302,981		1,478,239		1,574,687

FTNS business.Our FTNS business involves the provision of fixed telecommunications network services through our self-owned Next Generation Network. Such services include the following:

	-•		high-speed broadband Internet access services at symmetric upstream and downstream access speeds of 25 Mbps to ~~1,000~~1000 Mbps;

	-•		fixed line local telephony services using VoIP technology;

	-•		pay television services consisting of more than 80110 channels, including self-produced news, children’s ~~programming,~~program, international drama, movies and documentary and local interest programming, using our IP platform; and

	-•		corporate data services, including the provision of dedicated bandwidth to corporate customers.

As of August 31, 2009, we had a total of approximately 943,000 subscriptions for our fixed telecommunications network services, consisting of 391,000 broadband Internet access, 382,000 local VoIP and 170,000 IP-TV services subscriptions.
~~IDD business.~~Our IDD business involves the provision of international telecommunications services. Such services include direct dial services, international calling cards and mobile call forwarding services in Hong Kong and Canada. As of August 31, 2009, the customer base for our total international telecommunications services consisted of approximately 2.4 million registered accounts.
As of August 31, 2010, we had a total of approximately 1,110,000 subscriptions for our fixed telecommunications network services, consisting of 526,000 broadband Internet access, 431,000 local VoIP and 153,000 IP-TV services subscriptions.
• IDD business.Our IDD business involves the provision of international telecommunications services. Such services include direct dial services, international calling cards and mobile call forwarding services in Hong Kong and Canada. As of August 31, 2010, the customer base for our total international telecommunications services consisted of approximately 2.4 million registered accounts.
Strategy and Competitive Strengths
Our strategy is to market multiple fixed telecommunications network services by capitalizing on the new in-building blockwiring we have done on a mass scale for our Next Generation Network and will focus on growing our market share, increasing our network coverage and introducing new services through our IP platform. We believe that our success will continue to depend on our ability to capitalize on our focus on the residential mass and small-to-medium corporate and enterprise market segments, our leading-edge Next Generation Network, and our first mover advantage in the fixed line telecommunications market, which ~~have~~has a high entry barrier.
We believe that our demonstrated success is primarily due to our ability to capitalize on the following key strengths:
• Focus on the Residential Mass and Small-To-Medium Corporate and Enterprise Market Segments.We focus on offering high-bandwidth services to the residential mass and small-to-medium enterprise markets in Hong Kong, which we believe have significant growth potential. We price our services attractively on a value-for-bandwidth basis and at the same time offer bandwidth advantages over comparable service offerings by our competitors. Our IP-TV services focus on the residential mass market by providing Chinese-language content that targets the Chinese-speaking population of Hong Kong. We have also strengthened our English language contents over the past year to increase our competitiveness by adding Disney Channels, Discovery Channels, National Geographic, AXN, Bloomberg and other channels. Our focus on the residential mass and small-to-medium corporate and enterprise markets has enabled us to quickly grow our subscription base, and we believe this will help us to up-sell our services.

• Leading-Edge Next Generation Network.We believe our self-owned Next Generation Network, a fiber-based backbone, gives us an inherent cost and performance advantage over our competitors. The high capacity of this network has enabled us to offer a suite of services on a single IP network platform. This IP platform is highly scalable, enabling us
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			to offer broadband Internet access, local VoIP, IP-TV and corporate data services over a single network. It is also capable of providing up to ~~1,000~~1000 Mbps symmetric broadband Internet access. Whereas our competitors are on a linear improvement path, we can upgrade our fiber based services logarithmically from 100Mbps to ~~1,000Mbps~~1000Mbps on our existing passive fiber infrastructure which existing technology cannot accomplish using legacy telephone lines.

	•		First Mover Advantage and High Barriers to Entry.Despite the intense competition in the Hong Kong telecommunications industry, the inherent characteristics of the fixed line telecommunications market create a high entry barrier. Accordingly, we believe that our Next Generation Network’s current coverage of 1.77 million residential homes pass, substantially all in densely populated areas, gives us a first mover advantage over our competitors. Competitors who want to replicate our business model to provide a full coverage network that includes remote and difficult-to-reach areas of Hong Kong may encounter technological difficulties. Attempting to deploy Metro Ethernet technology in such locations would significantly increase costs and completion time of such a network. While other telecommunications operators may lay their own fiber-to-the-building, we believe some would encounter significant in-building bottlenecks when attempting to complete an end-to-end network. This is because a majority of Hong Kong’s residential properties have limited space for in-building wiring leading to subscribers’ residences, making it difficult for new entrants to replicate our end-to-end network build.

~~First Mover Advantage and High Barriers to Entry.~~Despite the intense competition in the Hong Kong telecommunications industry, the inherent characteristics of the fixed line telecommunications market create a high entry barrier. Accordingly, we believe that our Next Generation Network’s current coverage of 1.6 million residential homes pass, substantially all in densely populated areas, gives us a first mover advantage over our competitors. Competitors who want to replicate our business model to provide a full coverage network that includes remote and difficult-to-reach areas of Hong Kong may encounter technological difficulties. Attempting to deploy Metro Ethernet technology in such locations would significantly increase costs and completion time of such a network. While other telecommunications operators may lay their own fiber-to-the-building, we believe some would encounter significant in-building bottlenecks when attempting to complete an end-to-end network. This is because a majority of Hong Kong’s residential properties have limited space for in-building wiring leading to subscribers’ residences, making it difficult for new entrants to replicate our end-to-end network build.

Recent Development

~~Update on Fixed Mobile Interconnection Charge~~

On ~~November 25,~~December 31, 2009, we submitted an application for the ~~TA issued a Preliminary Analysis (the “2009 PA”)~~domestic free television programme service license in ~~relation~~Hong Kong to the ~~2008 Determination (see note 2(c)~~Broadcasting Authority. If granted, such license would allow us to provide free television programme services in Hong Kong. We expect the cumulative investment amount to be approximately HK$210 million before we are able to generate positive cash flow from such services. We completed a public offering of our ~~consolidated financial statements) for mobile interconnection charges. TA invited HKBN~~American depositary shares, or ADSs, in April 2010 and ~~the mobile operators covered by the 2008 Determination~~expect to make representations in relation to the 2009 PA on or before December 25, 2009. As of December 15, 2009, the final level of mobile interconnection charges for the period from April 1, 2002 to April 26, 2009 was still subject to representations that could be made by HKBN and the mobile operators, and accordingly, the related financial effectuse a portion of the ~~2008 Determination~~net proceeds of this offering to ~~the consolidated financial statements cannot be reasonably estimated.~~

~~Buyback of 10-year Senior Notes~~

Between September 1, 2009 and December 15, 2009, the Group repurchased the 10-year senior notes with a cumulative principal value of US$1.5 million (equivalent to HK$11.6 million) in the open market. The total consideration paid including accrued interest was approximately US$1.6 million (equivalent to HK$12.1 million). The loss on extinguishment was approximately US$41,000 (equivalent to HK$318,000) which is expected to be recorded in the consolidated income statement for the year ending August 31, 2010. The principal value of the 10-year senior notes remaining in issue after the repurchases is US$19,863,000 (equivalent to HK$153,948,000).fund such services.

Our Services

Fixed telecommunications network services

We offer our fixed telecommunications network services through our Next Generation Network. The high capacity of our fiber-based backbone has enabled us to offer a suite of services on a single IP network platform. These services include our broadband Internet access, local VoIP, IP-TV and corporate data services. Our strategy is to leverage our broadband subscription base to up-sell our other fixed telecommunications network services such as local VoIP and IP-TV.

The table below shows the profile the subscriptions of our fixed telecommunications network services over the past three years:


	As of August 31,						As of August 31,
	2007		2008		2009		2008		2009		2010
Broadband Internet access		247,000		316,000		391,000		316,000		391,000		526,000
Local VoIP		308,000		329,000		382,000		329,000		382,000		431,000
IP-TV		128,000		156,000		170,000		156,000		170,000		153,000


Total FTNS subscriptions		683,000		801,000		943,000		801,000		943,000		1,110,000

Broadband Internet Access

•

Scope of service.Our broadband Internet access services in Hong Kong are offered through HKBN. We currently offer our residential and corporate customers broadband Internet access speeds of up to ~~1,000~~1000 Mbps, but the majority of our customers currently have access speeds ~~between 25 Mbps and~~of 100 Mbps. We also offer Fiber-to-the-Home, or FTTH, broadband service for 100 Mbps, 200 Mbps and ~~1,000~~1000 Mbps. Rather than using Category-5e copper wiring for the last mile, optical fiber is used in FTTH broadband service. Currently, all of our broadband Internet access packages include free e-mail and for additional charges, offer customers for a variety of value added services, such as ~~“bbDrive,” an on-line virtual hard drive with up to 10Gb of storage; “bbGuard,” an anti-spam and anti-virus package; and~~ “bbWatch,” a full-screen IP-TV service that is viewed with a desktop or laptop computer; “bbWi-Fi”, a service in which subscribers can have wireless Internet access through more than 2,000 hotspots; and ~~“getFAXEASY”~~“Game.hkbn.net”, a ~~service in which subscribers can simply receive fax by their email address in Hong Kong~~game point portal that sells various game providers’ cards and ~~worldwide. A unique fax number is assigned to each subscriber.~~merchandises. We frequently alter our promotions in response to changing market conditions or as a way of attracting additional subscribers.


	•		Pricing.We currently offer broadband service for ~~bb25, bb50,~~ bb100 ~~FiberHome200~~ and ~~FiberHome1000~~FibreHome1000 at monthly fees ranging from HK$99169 to HK$~~1,688~~199 for unlimited service access. On ~~November~~August 19, 2010, we announced to the public that effective from September 1, ~~2009,~~2010, we launched our “Member-Get-Member” series of marketing programs. Under this series, our existing customers may refer a new customer to use our broadband Internet Access services and both will enjoy access to our bb100 services forended the promotional rate at HK$99 per month. By paying HK$199 per month, customers can choose 100 Mbps triple play service or HK$199 per month for 1000Mbps broadband Internet access service. Our strategy is to ~~reduce the market price~~change from subscriber growth to revenue growth with a ~~more affordable level such that customers can focus on quality. When~~reasonable and acceptable pricing to our ~~broadband service becomes more affordable, we believe that our customers will not change their provider merely for a lower price.~~customers.

			In addition to the residential packages described above, we have also developed broadband ~~promotions~~and Metronet private network service plans that target corporate customers. We offer prepackaged plans that provide access at speeds of up to ~~1,000~~1000 Mbps. Corporate customers that subscribe to prepackaged plans pay fixed monthly subscription fees ranging from HK$128 to HK$~~24,000.~~200,000 depending on bandwidth or solution selected. Our prepackaged plans include on-site training, on-site maintenance support, high capacity data transfer and e-mail services.

	•		Competition.There have been many new entrants to the Internet access business, but our main competitors are PCCW-HKT, i-Cable and HGC. PCCW-HKT has been offering broadband Internet access services since May 1998 and mainly uses asymmetric digital subscriber line technology, or ADSL, over its telephone network to provide asymmetric Internet access at speeds up to 6 Mbps/8 Mbps downstream and 640 Kbps/800 Kbps upstream. In November 2007, PCCW-HKT announced the provision of 100 Mbps and ~~1,000~~1000 Mbps fiber direct broadband Internet access service to two-thirds of Hong Kong’s households. i-Cable began providing broadband Internet access services in March 2000 using its hybrid fiber coaxial network that provides symmetric typical access speeds up to 8 Mbps shared by a cluster of buildings. HGC predominantly uses VDSL technology and typically provides access speeds up to 100 Mbps.

			Our main competitors have been in operation longer and may have greater market presence, brand recognition and more financial, technical and personnel resources. In addition, they may have greater network coverage in terms of number of homes pass.

	•		Market share.We had approximately ~~391,000~~526,000 broadband Internet access subscriptions as at August 31, ~~2009,~~2010, which represented a market share of approximately ~~20%~~25% with respect to the total number of broadband Internet access subscribers in Hong Kong.

Local VoIP

	•		Scope of service.We offer our on-network local VoIP services in Hong Kong by installing IP-based voice switching equipment in locations covered by our Next Generation Network. Voice signals are transmitted through our Ethernet network by the VoIP switches installed in the subscriber’s building. The quality of our local VoIP service is comparable to traditional fixed line local telephony services, and customers are able to use their existing telephone equipment. In addition, with portability of fixed line numbers, fixed line telephony subscribers switching to our local VoIP services are able to retain their existing local telephone number.

			We also offer hardware-based off-network local VoIP services, or “Broadband Phone” services, via the broadband network of other operators. In October 2005, we launched our global software-based VoIP services under the brand “2b”. This service is primarily targeted at the overseas Chinese community, which we believe will enable us to access a wider addressable market with higher tariff compared to the Hong Kong market. For HK$98 per month, “2b” provides broadband users around the world with a standard Hong Kong 8-digit fixed line number to make and receive unlimited calls to/from Hong Kong. Moreover, we offer a full range of value added services, including call waiting, voice mail and conference call features.

	•		Pricing.We currently charge from HK$68 to HK$118 per month, on standalone basis, for our on-network local VoIP services depending on the service plan, and we offer a full range of value added services, including call waiting, caller display and conference call services. The majority of our new local VoIP is included in our triple play service offered at HK$199 per month for voice, IP-TV and broadband.

	•		Competition.PCCW-HKT is the incumbent and largest fixed telecommunications network operator in Hong Kong. Based on public information, PCCW-HKT had a market share of approximately 70% with respect to local telephony services as of June 30, ~~2009.~~2010. The remainder of the market is shared among ourselves and three other alternative carriers: HGC, New World and Wharf T&T. The principal basis of competition for local telephony is price and brand name recognition. PCCW-HKT has the highest brand name recognition, but we and the other operators are contending by offering competitively priced local telephony services that provide comparable quality to PCCW-HKT.

	•		Market share.As of August 31, ~~2009,~~2010, we had ~~382,000~~431,000 local VoIP subscriptions. Our market share with respect to local residential and business telephony services was approximately ~~20%~~10% as of August 31, ~~2009.~~2010.

IP-TV

	•		Scope of service.Our IP-TV services began in August 2003 and include the provision of standard definition and high definition video via our Next Generation Network to an IP set-top-box connected to the subscriber’s television set. In May 2007, we renamed our IP-TV services as “bbTV”. “bbTV” currently consists of 80more than 110 channels, including a self-produced 24-hour news channel and kids education and ~~recreation~~development channels ~~(including children’s programming)~~ and turnaround channels ~~whose~~from various international content ~~is obtained from other content-providers.~~providers. Since the launch of our IP-TV services in August 2003, we have progressively adjusted our content offerings and valued added components of the services. We consider our IP-TV to be an incremental component of our broadband and VoIP service offerings, rather than a large standalone business.

	•		Pricing.We currently charge our IP-TV service together with our broadband and VoIP services at HK$~~168~~199 per month for this subscription-based pay television service. Because of the scalability of our Next Generation Network infrastructure, the current cost of adding IP-TV services to an existing broadband Internet access or local VoIP subscriber is small.


	•		Competition.Our two main competitors in the pay-television business are i-Cable and PCCW-HKT. The pay-television services of i-Cable and PCCW-HKT include a significant amount of exclusive contents, such as ~~English~~Barclays Premier League Football until June ~~2010,~~2013, HBO, Cinemax, ESPN and others. We target a different market than these competitors by offering ~~predominantly Chinese language contents~~a wide spectrum of content line-up and attractive pricing, both of which we consider critical for successful penetration in the residential mass market. We have also strengthened our English language contents over the past year to increase our competitiveness by adding Disney Channels, Discovery Channels, National Geographic, AXN, Bloomberg and other channels.

			TVB and ATV are indirect competitors of our pay-TV services. TVB and ATV account for a substantial proportion of Hong Kong’s television viewership and we market our services as supplemental to theirs. Because TVB and ATV offer primarily subscription-free television services supported by advertising revenues, we expect that their programming is designed to attract the widest possible audience. In contrast, we and the other pay-TV operators rely on monthly subscription fees for most of our revenues. Other competitors include satellite TV operators, such as Star TV, as well as potential competition from direct-to-home broadcasters and broadcasters using digital terrestrial delivery methods.

	•		Market share. As of August 31, ~~2009,~~2010, we had ~~170,000~~153,000 IP-TV subscriptions, representing approximately 7% of the total pay-television subscription base in Hong ~~Kong~~Kong.

International telecommunications services

	•		Scope of services.We began providing international telecommunications services in 1992 and were among the first companies to be granted a PNETS License. Our international telecommunications services are offered to our FTNS business customers via our Next Generation Network and to other carriers’ customers via indirect access. Indirect access allows any pre-registered telecom user in Hong Kong to access our services via our two primary access codes “1666” and “0030”. By dialing our access code, our registered customers can access any destination in the world through our network, by paying us a usage charge.

We have greatly expanded our range of services over the years to include a variety of international direct dial services at competitive rates. We believe that our ability to deliver a range of calling plans with varying features that cater to different customer needs has been one of the key factors of our success. We market our international telecommunications services under the IDD 1666 and IDD 0030 brand names. These two brands provide us with flexibility in our marketing strategies. The primary international telecommunications services that we currently offer our customers are the following:


	Service		Description
	IDD 1666		Provides subscribers with international direct dial using the access code 1666 in Hong Kong.

	IDD 0030		Provides subscribers with international direct dial using the access code 0030 in Hong Kong.

	Mobile call forwarding services		Allows call forwarding of Hong Kong mobile numbers to any overseas telephone number so that subscribers can receive calls while in overseas.

	•		Pricing.We charge our IDD 1666 and IDD 0030 users a per minute tariff rate that varies according to the destination of the call and the calling prefix, with discounts depending on the time of day or day of the week when the call is placed as well as monthly plans. To maintain our market share in a market segment with increasingly intense competition, we have significantly reduced some of our international telecommunications rates and introduce new marketing and promotional offers from time to time. To offset the effects of these price reductions, we have taken steps to reduce our cost base, such as using our relatively large traffic volume to negotiate lower prices from our international partners, establishing a call center in Guangzhou to provide customer service and back office support services, and developing our own international telecommunications infrastructure. Our employment of two separate brand names, IDD 1666 and IDD 0030, also provide us with flexibility in our marketing strategies.

	•		Competition.PCCW-HKT, HGC, New World, and Wharf T&T are our main competitors in the international telecommunications business. As in previous years, we experienced fierce price competition in Hong Kong during fiscal ~~2009.~~2010. This competition drove down the average tariff rates per minute and we expect this price competition to continue in fiscal ~~2010.~~2011.

			Further, technology substitution from global VoIP providers such as Skype, which offers free PC-to-PC based international calls, is becoming more prevalent.

	•		Market share.We experienced a reduction in total traffic volume of ~~12.9% to 574 million minutes in fiscal 2008 and a further reduction of~~ 15.2% to 487 million minutes in fiscal ~~2009.~~2009 and a further reduction of 4.7% to 464 million minutes in fiscal 2010. The continuing reduction in traffic volume was mainly due to intense competition as some of our integrated competitors offered free or very low cost international direct dial minutes as a customer incentive to gain local fixed line and mobile market share.

Our network infrastructure

Fixed telecommunications network

Our fixed telecommunications network services are delivered over our self-owned Next Generation Network, which allows us to deliver multiple services, including the triple play service of voice, broadband and IP-TV. The coverage of our Next Generation Network is concentrated in Hong Kong’s most densely populated areas, characterized by high-rise apartment buildings with multiple apartments on each floor. The network currently covers approximately ~~1.6~~1.77 million residential homes pass, representing

approximately ~~70%~~80% of Hong Kong’s ~~population~~total households and also ~~1,230~~1,430 commercial buildings. We plan to extend the coverage of our Next Generation Network to 2.0 million residential homes pass, representing approximately 90% of Hong Kong’s population, and to 1,800 commercial buildings by the end of 2011. As we expand the reach and coverage of our Next Generation Network, we plan to continue introducing new services.

Our Next Generation Network is deployed using Metro Ethernet technology. Metro Ethernet technology is highly cost-effective when access is to be provided to a large number of users in a single building or cluster of buildings and is typically used in commercial buildings in metropolitan areas in other geographical markets. Our Ethernet infrastructure is a system of Category-5e copper wiring that connects our subscribers’ premises to our local area network, or LAN, switches within a residential or commercial building. By keeping our Category-5e copper distance to less than 100 meters we are able to deliver bandwidth of up to ~~1,000Mbps~~1000Mbps to our subscribers.

The first step in expanding the reach of our fixed telecommunications network infrastructure is to select buildings that we believe will provide sufficient economic returns to justify our investment based on several factors, including population density, proximity of the building to our existing fiber loop and our projected ability to sell services. We then perform a site visit to analyze the feasibility of installing our Ethernet technology. Once we are satisfied with the prospects of a particular building, we must obtain access rights from the building’s management, which may take several weeks or months. After receiving the required access rights, we employ a combination of our full-time ~~staff~~Talents and contractors to begin installation of our in-building Ethernet. The length of time required for the installation process depends on the size and structural features of the building and can be completed in as little as three weeks or take several months. As we install our in-building Ethernet infrastructure we simultaneously connect the building to our fiber-based backbone.

Unlike many of our competitors, which use multiple platforms to provide comparable services, all of our fixed telecommunications network services are offered through a single IP platform. In addition, unlike many new entrants to the industry, we operate an “end-to-end” network that extends from our IP network hub sites and our switching centers in Hong Kong to our subscribers’ premises. All the buildings covered by us are served by our self-owned infrastructure.

In November 2007, we have been collaborating with one of the largest network solution providers for the deployment of our Next Generation Network using GPON technology. As the reach of GPON is considerably more than 100 meters, it can be a more cost effective solution to expand our Next Generation Network than our Ethernet setup for lower density deployments.

We incurred capital expenditures of approximately HK$~~211.7 million in fiscal 2008 and HK$~~286.7 million in fiscal 2009 and HK$344.8 million in fiscal 2010, substantially all of which were made in connection with the construction and upgrade of our infrastructure for the provision of fixed telecommunications network services. In fiscal ~~2010 and fiscal~~ 2011, we plan to further incur total capital expenditures about HK$~~300~~320 million to HK$350 million per year to continue increasing the capacity of our existing network coverage and extending the coverage of our Next Generation Network to 2.0 million residential homes pass and 1,800 commercial buildings.year.

International telecommunications network

Our international telecommunications network consists of a system of switches, self-owned and leased backbone capacity, interconnection arrangements and undersea cables for the transmission of long distance calls.

	•		Undersea cables. In March 2002, we received our license to provide undersea cable-based FTNS. This license allows us to purchase and operate our own undersea cables. In 2000, we entered into contracts with two large consortia of international telecommunications companies to acquire undersea cable capacity. Pursuant to the first contract, we completed the construction of a Japan-U.S. undersea cable in August 2001. Pursuant to the second contract, we agreed to jointly construct and maintain the Asia-Pacific Cable Network 2 undersea cable as an international transmission facility. Construction of the cable was completed in May 2002, and commercial operation began immediately thereafter. We spent a total of HK$120 million on these two projects. We believe the utilization of these undersea cables provides capacity for significant future growth of our international and fixed-network telecommunications services.

			Having our own undersea cables and our fiber-based backbone have enabled us to better control international transmission quality, reduce the costs associated with international transmission and reduce our reliance on third party infrastructure. Our international telecommunications network currently has a monthly handling capacity of approximately ~~140~~130 million minutes. We believe that the continuing improvement of our international telecommunications network is important in supporting the growth of our subscription base and the expansion of our range of services.


	•		Interconnection arrangements.We have entered into interconnection arrangements with other local fixed network operators in Hong Kong and overseas carriers to transmit calls between Hong Kong and overseas destinations for our customers. We take into account a number of factors in choosing the local fixed network operators and overseas carriers with whom we cooperate, including the level of termination charges and transmission efficiency and quality. We evaluate the performance of parties with whom we have interconnection arrangements periodically. We believe that we will not have difficulty in finding alternative overseas carriers if performance standards are not being met or a change is otherwise necessary. We have not experienced any disruption in the provision of our services as a result of a change of arrangements with overseas carriers or local fixed network operators.

			We pay a fixed monthly fee to local fixed network operators for connection between our switches and their networks and a variable access fee payable on a per-minute basis when accessing their network. For customers using our own network, no interconnection fee is charged. We negotiate the termination charges we pay with the overseas carriers, and the termination charges vary from one overseas carrier to another. All of the interconnection and termination charges we pay to local fixed network operators and overseas carriers, respectively, are made on an open account basis with credit terms ranging from 10 to 30 days. The interconnection charges we pay to local fixed network operators are denominated in Hong Kong dollars and substantially all the interconnection charges we pay to overseas carriers are denominated in U.S. dollars.


	•		International telecommunications switching systems.We own five international telecommunications switching systems: three in Hong Kong and two in Canada, one in Vancouver and one in Toronto.

			Our three international telecommunications switching systems in Hong Kong handle telephone calls originating or terminating in Hong Kong as well as transit traffic. Our telecommunications network mainly consists of switching equipment by Nortel Networks Limited and compression units supplied by Cisco Systems, Inc. and ECI Telecom Ltd. These systems are ~~programmed~~programed to automatically choose the optimal routing for each transmission. Optimal routing is a function of a variety of factors, such as country or territory of origination and destination, communication quality, efficiency and costs, and the capacity of the various communication methods available.

			Because our three international telecommunications switching systems in Hong Kong operate independently of each other, if one system breaks down, all transmissions are immediately diverted to another switching system. We have never experienced a period where all systems experienced a failure at the same time since we commenced operations in 1992.

Sales and marketing

We advertise our products and services through our “Fibre Shops”, “on-the-street” marketing kiosks, telemarketing and direct mailing, as well as through Chinese language television, radio, print media and on the Internet.

~~In fiscal 2009,~~As of August 31, 2010, we ~~grew our retail presence to 14~~had 20 “Fibre Shops” and a customer service center. We have planned to open more shops in the future. We believe these shops can offer our customers convenient access to our wide range of services.

We have an extensive sales network in Hong Kong. Our senior marketing personnel closely oversee our sales network to ensure that a consistent image is presented by all of our sales representatives in promoting City Telecom and HKBN. We provide commission based incentives to our residential sales force for our fixed telecommunications network services and international telecommunications services.

We have a sales division responsible for coordinating our corporate marketing and sales efforts. We believe our dedicated corporate and small-to-medium enterprise sales force is one of the largest sales forces targeted at corporate users of telecommunications and Internet services in Hong Kong. In addition, our dedicated corporate ~~staff~~Talents designs marketing and sales promotions specifically tailored to address the concerns of business users. This division also organizes seminars for current and prospective customers to promote new products and services and to raise the public awareness of our various corporate offerings.

Maintenance and monitoring

To ensure reliability of our fixed telecommunications network, we continue to maintain our monitoring system, which involves:

	•		two separate network operation centers in two different locations that operate 24 hours a day, 7 days a week, network operation center providing real-time service monitoring and maintenance services and supported by about ~~130~~133 operational and field ~~staff;~~Talents;

	•		individual self-reporting mechanisms and centralized performance monitoring systems for our switches and equipment;

	•		an emergency self-reporting system that automatically contacts designated personnel; and

	•		back-up systems for our switches, critical software and hardware components.

Once a network fault is detected by our control room, we will either rectify the problem remotely or dispatch field ~~staff~~Talents to that location should physical interaction be required. After the problem has been resolved, we will continue to monitor network performance as well as track customer service feedback until we are assured of the fault being fully rectified.

Research and development activities

As of August 31, ~~2009,~~2010, our research and development department in Hong Kong consisted of approximately 21 ~~staff members~~Talents experienced in systems design, engineering, telecommunications and computer programming. Our research and development department is primarily responsible for assessing and adapting the technology that we employ in upgrading and expanding our Next Generation Network. To identify and develop new market opportunities, our research and development department evaluates new services offered by telecommunications and Internet companies in the United States and elsewhere and works closely with our marketing department for product development. Our research and development expenditures were approximately HK$9.6 million, HK$10.8 million and HK$~~10.8~~11.2 million for fiscal 2008, 2009 and ~~2009,~~2010, respectively.

Customer service

We believe that excellent customer service and support is essential to our building and retaining of a large and loyal subscription base. We therefore have committed considerable personnel and financial resources to establishing a reliable and accessible customer service system.

Our customer service department provides integrated support to subscribers of FTNS business and IDD business. We provide a hotline to handle complaints, subscription applications and queries relating to account balances, pricing, billing, service and technical information. Complaints and in-depth queries from subscribers that cannot be immediately remedied or answered are forwarded to a customer care team, which is responsible for answering such complaints and queries. We also have a dedicated customer service team to provide service to our corporate subscribers, which includes access to a highly skilled technical team that may go to the customer site for trouble shooting and repairs.

Our centralized customer service call center is located in Guangzhou, which provides our customer service and back office support services at that location. This enables us to lower our operating costs while continuing to increase our customer service capabilities. As of August 31, ~~2009,~~2010, our Guangzhou customer service facility had ~~1,520 employees.~~1,620 Talents.

Billing and collection

Our credit and collection team is responsible for securing prompt payment from subscribers. Invoices are issued on a monthly or quarterly basis with a specified payment due date. A variety of payment methods are made available to our subscribers, including cash, check, credit card,

payment by telephone service, automatic transfer from subscribers’ bank accounts or through Internet banking. Our bad debts expense represented approximately 1.1%, 0.8% and ~~0.8%~~0.9% of our revenue for each of fiscal 2008, 2009 and ~~2009,~~2010, respectively.

We maintain tight collection procedures, including periodic reminder notices, and impose a charge of HK$10 or a fee of 1.5% to 2.5% per month on outstanding overdue amount for late payment. We have the right to charge the outstanding overdue amount to the subscriber’s pre-registered credit card account for any amount overdue or if applicable, deduct such amount from the subscriber’s application deposit. Moreover, we generally suspend an account when amount overdue is not settled within our prescribed period. If payment is still not settled after we suspend the account, further recovery actions including court proceedings and/or the use of collection agencies will be taken.

Seasonality

Our operations are not subject to significant seasonal fluctuations generally. Our IDD business typically experiences a slight decrease in revenue during the second quarter of each fiscal year (i.e. December through February) in connection with the Christmas holiday and Chinese New Year holiday. We do not believe that seasonality has had a material effect on our business, financial condition or results of operations.

Environmental matters

Since our date of incorporation, we have not violated any environmental laws, ordinances or regulations, and believe that all of our operations comply fully with applicable environmental laws.

Intellectual property rights

We have registered our trademarks with the Trademarks Registry of the Intellectual Property Department in Hong Kong. We have no other material intellectual property.

C. Regulatory framework

The following is a brief summary of the Hong Kong laws and regulations that currently materially affect our business. This section does not purport to be a comprehensive summary of all present and proposed regulations and legislation relating to the industries in which we operate.

As a provider of broadband Internet access, local VoIP, IP-TV and international telecommunications services in Hong Kong, our operations are subject to the Telecommunications Ordinance and the Broadcasting Ordinance and their respective subsidiary legislation, regulations and codes of practice. The Telecommunications Ordinance provides the legislative and regulatory framework for the provision of telecommunications services and facilities in Hong Kong. The Broadcasting Ordinance governs the content and scope of television programming and the licensing of television broadcasters.

Our primary regulator is the Telecommunications Authority, whose responsibility and functions include regulating and licensing telecommunications network services and regulating the telecommunications markets in Hong Kong, including the issuance of non-exclusive licenses; the determination of terms of interconnection; promotion of fair competition in the telecommunications sector; management of the frequency spectrum; development of technical standards and customer equipment testing; protection of consumer interests; and the control and administration of the Hong Kong numbering plans (including allocation of numbers or codes). The Telecommunications Authority is also responsible for the administration of the Telecommunications Ordinance. We are also regulated by the Broadcasting Authority, which administers the Broadcasting Ordinance and makes recommendations to the Chief Executive-in-Council on applications for broadcasting licenses, as well as on the renewal, suspension and revocation of licenses.

Telecommunications industry

Licensing

It is unlawful to establish or maintain any means of telecommunications, or possess, use or deal with telecommunications apparatus in Hong Kong without a license. The Telecommunications Authority has the authority to grant licenses for all means of telecommunications services and facilities in Hong Kong, including the provision of fixed wireline, public mobile telephone, Internet and satellite services. Furthermore, the Telecommunications Authority has the authority to require a licensee to comply with the terms of its license and any applicable legislation or regulations or codes of practice, and to suspend or revoke licenses to enforce the Telecommunications Ordinance or other rules or regulations or codes of practice to protect the public interest.

Prior to August 1, 2008 the operation of fixed and mobile services were regulated separately under four types of carrier license. Further, a number of other types of licenses permitted a licensee to establish facilities or services of a similar kind.

However, in recognition of the convergence of fixed and mobile services enabling voice, data and multimedia applications to be provided over common core networks, delivered through a range of wireline and wireless customer access networks and which will be accessible from common end-user devices irrespective of whether the users are at fixed locations or on the move with the result that is becoming more difficult to classify a service as a “fixed” or “mobile”, amendment legislation has been passed to create a single UC License encompassing both fixed and mobile carrier services. The UC License regime came into operation on August 1, 2008. After that date the Telecommunications Authority

will not issue any further fixed or mobile carrier licenses (save for a Mobile

Carrier License which the Telecommunications Authority had already committed to grant to the successful bidder of the spectrum in the 850 MHz band to provide CDMA2000 service). Instead the UC License is the only carrier license to be issued for the provision of fixed, mobile and/or converged services. In the meantime, existing fixed and mobile licenses continue to be effective until their expiry date. License holders may convert existing fixed or mobile licenses into UC Licenses before their expiry on a voluntary basis or apply for UC Licenses upon the expiry of existing fixed or mobile licenses.

General Licensing Requirements

Generally, a licensee is required to be a company incorporated in Hong Kong (which can be wholly owned by a foreign company) or a foreign company registered in Hong Kong. Currently, there is no foreign ownership restriction on the holder of a telecommunications license under the current regulatory regime.

Non-compliance with the Telecommunications Ordinance, any subsidiary legislation made pursuant to it, any of the license conditions or any direction issued by the Telecommunications Authority by a telecommunications licensee, could result in the revocation or suspension of the relevant license. The Telecommunications Ordinance contains a set of provisions setting forth the procedural steps which the Telecommunications Authority must adhere to prior to revoking or suspending any telecommunications licenses. In addition, the Chief Executive in Council has the authority, at the recommendation of the Telecommunications Authority, to revoke a telecommunications license at any time if it is in the public interest to do so.

Public Non-Exclusive Telecommunications Services License

A PNETS License is used by the Telecommunications Authority to cover the provision of a number of different telecommunications services where the service provider provides the service to the public using the network of a licensed carrier or by establishing or maintaining transmission facilities within the boundary of a building or property. In practice, the PNETS License is also used as a “sweep-up” license category, where a license is required by virtue of the Telecommunications Ordinance but none of the existing categories are applicable to the means of telecommunications or telecommunications service for which the license is required. With effect from November 30, 2009, the Telecommunications Authority no longer issue PNETS License to service-based providers using the network of a licensed carrier. As a replacement, all PNETS License will be gradually replaced by the modified Services-Based Operator License, i.e. Class 3 Services-Based Operator License. Holder of Class 1 & 2 Services-Based Operator License is allowed to provide Internet Protocol based telephony services making use of Hong Kong telephone numbers, while Class 3 Services-Based Operator is not allowed. Existing PNETS License will remain in force until their next anniversary date when they would be replaced by the Class 3 Services-Based Operator License.

A Class 3 Services-Based Operator License has a validity period of 12 months and is renewable at the discretion of the Telecommunications Authority on an annual basis upon the payment of a prescribed annual fee, which is currently set at HK$750. Where radio communications apparatus is used, there is an additional variable component calculated by reference to the number of base stations and mobile stations involved.

Since the expiry of PNETS License in December 2009, the Telecommunications Authority granted us a Class 3 Services-Based operator License. The Class 3 Services-Based Operator License presently gives us the right to provide calling card services, international simple resale services for facsimile and data services, virtual private network services and external telecommunications services over the external telecommunications facilities of other licensed external facilities providers, the scope of service under the Class 3 Services-Based operator License is similar to the PNETS License previously granted to us by the Telecommunications Authority. HKBN also holds a PNETS IVANS License, which was issued to us in December 1993. This PNETS IVANS License allows us to act as an Internet Service Provider.

Under the terms of the Class 3 Services-Based Operator License, PNETS ETS and PNETS IVANS Licenses, we and IDD1600 Company Limited, or IDD1600, our wholly owned subsidiary, are required to comply with certain license conditions relating to technical and reporting matters.

FTNS License

A FTNS License authorizes the licensee, among other things:

-•		to provide a public fixed telecommunications network service, covering internal services or external services, or both; and

-•		to establish and maintain a fixed telecommunications network, which may be wireline-based or wireless-based (Wi-Fi spectrum included), or a combination of both.

A FTNS License is valid for a period of 15 years and is renewable for a further period of not exceeding 15 years at the Telecommunications Authority’s discretion. The amount of license fee payable by a holder of a FTNS License comprises (i) a fixed annual amount of HK$1.0 million; (ii) a variable amount calculated on the basis of the number of customer connections (which is currently set at HK$700 for each 100 customer connections); and (iii) a variable fee calculated by reference to the radio spectrum assigned and used by the license holder.

HKBN currently holds a FTNS License, which was issued to it in February 2000 initially for the operation of a local fixed wireless network. This FTNS License has been subsequently amended three times and presently, HKBN is authorized to operate both local fixed telecommunications networks (wireline and wireless based) and external telecommunications facilities.

Interconnection

The Telecommunications Authority divides interconnection into two main types. The first type is “Type I Interconnection”, which is interconnection between network gateways, such as tandem exchanges, local exchanges or dedicated interconnection gateways, which allow end users on different networks to “communicate” with each other. The second type is “Type II Interconnection”, which is a connection to a fixed carrier’s network at points of the customer access network level (more often referred to as local access or local loop unbundling) allowing the end customer requesting the interconnection to use the customer

access network of the fixed carrier to obtain FTNS. The Telecommunications Authority introduced the Type II interconnection policy in 1995 that the fixed carriers have obligation to provide Type II interconnection at regulated terms and conditions.

On July 6, 2004 the Hong Kong Government announced that the mandatory Type II Interconnection policy applicable to telephone exchanges for individual buildings covered by such exchanges, would be gradually withdrawn on a building-by-building basis, applying to buildings already connected to at least two self-built customer access networks, such withdrawal to be fully implemented by a final sunset date of June 30, 2008. After that time, mandatory Type II Interconnection will be maintained only in buildings for which it is technically not feasible or economically not viable for an operator to roll out its customer access network.

On July 3, 2008, the Telecommunications Authority issued a statement to confirm that the mandatory Type II Interconnection policy has been successfully withdrawn as from July 1, 2008 as well as to set out the issues to be followed up after its withdrawal. After this date, interconnection terms including charges will be determined by commercial negotiation between carriers.

On April 27, 2009, the Telecommunications Authority issued a statement on “Carrier-to-Carrier Charging Principles (For Fixed Carrier Interconnections) providing guidance on carrier-to-carrier charging principles for fixed carrier interconnections that the Telecommunication Authority will rely on when making determination for interconnection between fixed telecommunications networks in Hong Kong.

Competition provisions

Regulation of anti-competitive conduct

Although Hong Kong has never had a general competition code, historically, holders of FTNS Licenses are prohibited from engaging in anti-competitive conduct, abusing its dominant position in a telecommunications market, or engaging in any discriminatory conduct by certain competition-related license conditions contained in the FTNS Licenses issued by the Telecommunications Authority. In June 2000, the competition provisions of the Telecommunications Ordinance became operational and, as from that time, anti-competitive conduct was prohibited by legislation as well as under the relevant license conditions.

The Telecommunications Ordinance provides an appeal mechanism by the establishment of a Telecommunications (Competition Provisions) Appeal Board. A person or a licensee aggrieved by a decision made by the Telecommunications Authority relating to the competition provisions may appeal to the Board. Additionally, a third party suffering loss or damage from breach of such competition provisions may bring an action for damages or seek other appropriate remedies against the offending licensee.

Control on mergers and acquisitions

If the Telecommunications Authority determines that the relevant merger and acquisition activity has, or is likely to have, the effect of preventing or substantially lessening competition in a telecommunications market, the Telecommunications Authority is empowered to direct a carrier licensee to take such actions, such as the complete or partial divestiture of the relevant parties’ interests in the merged entity, as the Telecommunications Authority considers necessary, to eliminate or avoid any anti-competitive effect. However, the Telecommunications Authority may not issue such a direction if it takes the view that the public benefit of the merger and acquisition outweighs any detriment caused by a reduction in competition. Any decision made or direction issued by the Telecommunications Authority under the merger and acquisition provision is subject to appeal to the Telecommunications (Competition Provisions) Appeal Board.

The regulatory regime on mergers and acquisitions only applies to carrier licensees, which includes HKBN as a holder of a FTNS License, which is regarded as a carrier license for the purpose of the Telecommunications Ordinance.

Consumer protection

The Telecommunications Ordinance also contains a statutory provision that is primarily aimed at protecting consumers. This provision prohibits a licensee from engaging in any misleading or deceptive conduct.

The Telecommunications Authority has taken an active role in enforcing this prohibition and has developed voluntary codes to assist in this respect. For instance, in ~~November 2004,~~February 2010, the Telecommunications Authority issued a “Code of Practice for Communications Service Contracts” (the “Code”) which supersedes the “Code of Practice for the Service Contracts for the Provision of Public Telecommunications Services” ~~which~~issued in November 2004. The Code is a voluntary scheme intended to heighten customer satisfaction levels by improving the provisions used in communications customer contracts The Code sets out guidelines on, among other things, the ~~preparation~~style, format and structure of ~~service contracts.~~written contracts, the expiry of term contract, termination of contract etc. Besides, the Code requires that the contracts to provide a cooling-off period of not less than seven days during which the customers my cancel the contract without incurring any payment liability or any other obligation whatsoever. The code states that important terms of a service contract (e.g. a compensation clause for early termination by the customer) should be presented in a prominent place and should be highlighted in the contract. The codeCode is applicable to all providers of communications service which include the supply of telecommunications and ancillary services and customer equipment, as well as the supply of content services delivered through telecommunications. Service providers ~~(except for mobile network operators which are subject~~pledging compliance with the Code shall publish on their respective website their pledges to ~~a separate code of practice) including holders of FTNS Licenses, such~~the Code and report about their compliance status

on annual or bi-annual basis as ~~HKBN, and holders of Class 3 Services-Based Operator License, PNETS ETS Licenses and IVANS Licenses, such as ourselves and IDD1600. Although~~they may decide. In the ~~guidelines are voluntary in nature,~~meantime, the Telecommunications Authority ~~has indicated that~~and providers of communications service are reviewing the ~~extent~~Code, and the majority of ~~a licensee’s~~providers, including HKBN, is not pledging compliance with the ~~guidelines will be taken into account in assessing if a licensee has complied with the statutory provision mentioned above.~~Code.

Apart from the Telecommunications Ordinance, like any company carrying on business in Hong Kong, telecommunications operators are required to comply with applicable Hong Kong consumer protection laws, for example, the Sale of Goods Ordinance (Cap 26), Control of Exemption Ordinance (Cap 71), Supply of Services (Implied Terms) Ordinance (Cap 457), the Unconscionable Contracts Ordinance (Cap 458) , Personal Data (Privacy) Ordinance (Cap 486), and the Unsolicited Electronic Messages Ordinance (Cap 593).

Regulation of pricing

Currently, the pricing of both FTNS and public non-exclusive external telecommunications services in Hong Kong is regulated by license conditions. However, the regulatory frameworks of each type of services are different.

All Services-Based Operator License and PNETS Licenses contain license conditions requiring the licensees to publish their tariffs and to charge no more than the published tariffs.

Similarly, holders of FTNS Licenses are prohibited by license conditions from charging more than their published tariffs for their services. The FTNS License conditions prohibit licensees from offering discounts to their published tariffs and require the licensees to seek approval from the Telecommunications Authority in connection with (i) any revision of published tariffs, (ii) tariffs for any new services or products or (iii) tariffs for any trial services. However, the Telecommunications Authority may grant a

waiver of the application of any or all of these restrictions in relation to a relevant telecommunications market if, in the opinion of the Telecommunications Authority, the licensee is not “dominant” in such market. This is known as an ex ante regime.

HKBN has been granted a waiver from all the tariff revision prohibitions contained in its FTNS License and is able to provide discounts and revise its tariffs in all the FTNS markets.

Universal service contribution and local access charge

Under the current regulatory regime, PCCW-HKT has a universal service obligation to provide good, efficient and continuous basic telecommunications services at reasonable cost on a non-discriminatory basis to all persons in Hong Kong. To compensate PCCW-HKT for the expenses of this obligation, certain licensees are required to contribute to such cost, which is referred to as the universal service contribution.

On June 8, 2007, the Telecommunications Authority issued a Statement entitled “Review of the Regulatory Framework for Universal Service Arrangement”, which announced the new universal service contribution arrangement for funding the cost of Universal Service Obligation. Commencing from May 1, 2009, the USC sharing arrangement based on external traffic volume has been migrated to that based on the number of all telephone numbers allocated which may be assigned to customer for voice services, non-voice services or both voice and non-voice services. Under the new arrangement, local fixed carrier license, local fixed telecommunications network service licensee, mobile carrier licensee, unified carrier licensee authorized to provide local fixed or mobile services, mobile virtual network operator licensee and services-based operator licensee authorized to provide Class 1 or 2 services are the USC contributing parties. In respect of the above, HKBN as a local fixed telecommunications network service licensee is classified as a USC contributing party and is required to pay USC under the new regime.

The level of USC is determined by the Telecommunications Authority and is reviewed periodically based on actual cost and revenue and on a customer-by-customer basis. The average rate has declined over the past several years. In accordance with a statement dated April ~~8, 2009~~27, 2010 issued by the Telecommunications Authority, the level for the period from July 1, ~~2007~~2008 to ~~June~~April 30, ~~2008~~2009 is confirmed to be zero cent per ~~minute. The level of~~minute and the Telecommunications Authority decided that USC contributing parties are not required to pay provisional USC from ~~July~~May 1, ~~2008 onwards to be determined by~~2009 onward until a further review of the ~~Telecommunications Authority.~~USC.

Additionally, providers of external telecommunications services, such as holders of Class 3 Services-Based Operator License and PNETS ETS Licenses, including ourselves and IDD1600, are required to pay a local access charge, or LAC, to the local network operators whose network facilities holders of PNETS ETS Licenses use to transmit calls to and from their customers’ sites. The level of the LAC is calculated on a per-minute basis and its arrangement is based on the statement dated November 25, 1998 issued by the Telecommunications Authority. Recently, based on the conclusion from the statement dated April 27, 2007 issued by the Telecommunications Authority, the Telecommunications Authority will not, for the time being, proceed with the complete deregulation of the LAC.

Fixed mobile interconnection charge

In June 2007, the Telecommunications Authority determined the FMIC rates for HKBN, which is a Fixed Network Operator, with one of its Mobile Network Operators, China Resources Peoples Telephone Company Limited, or Peoples, at a rate of HK4.8 cents per occupancy minute for interconnection from April 1, 2002 to August 31, 2002, HK4.22 cents per occupancy minute for interconnection from September 1, 2002 to August 31, 2003 and HK2.89 cents per occupancy minute for interconnection from September 1, 2004 to August 31, 2004. In February 2008, HKBN requested Telecommunication Authority to make a new determination with four Mobile Network Operators on the rate of FMIC payable by these Mobile Network Operators for mobile interconnection service. In September 2008 the Telecommunications Authority indicated that it accepted HKBN’s request for determination. On May 28, 2010, the Telecommunications Authority issued its decision on the determination which set out the rates of mobile interconnection charges payable by the mobile operators under dispute. Based on this determination, the Group adjusted its revenue related to mobile interconnection charges and interest income during the year ended August 31, 2010. For details, please refer to note 2 (b) of our consolidated financial statements.

Fixed Mobile Interconnection Charge, or FMIC, is an interconnection charge for circuit-switched traffic between a Fixed Network Operator and a Mobile Network Operator. The Telecommunications Authority has indicated in its statement published on April 27, 2007, that it will de-regulate the existing FMIC arrangement with effect from April 27, 2009. When this occurs the Fixed and Mobile Network Operators would have to adopt a more market driven approach in that parties are expected bilaterally to negotiate a commercially agreed FMIC without the Telecommunications Authority’s intervention.

Since the deregulation of FMIC arrangement on April 27, 2009, HKBN reached agreements with some of the mobile operators on the settlement arrangements of FMIC. As of December ~~15, 2009,~~14, 2010, the discussion with remaining mobile operators on FMIC is still in progress.

In June 2007, the Telecommunications Authority determined the FMIC rates for HKBN, which is a Fixed Network Operator, with one of its Mobile Network Operators, China Resources Peoples Telephone Company Limited, or Peoples, at a rate of HK4.8 cents per occupancy minute for interconnection from April 1, 2002 to August 31, 2002, HK4.22 cents per occupancy minute for interconnection from September 1, 2002 to August 31, 2003 and HK2.89 cents per occupancy minute for interconnection from September 1, 2004 to August 31, 2004. In February 2008, HKBN requested Telecommunication Authority to make a new determination with four Mobile Network Operators on the rate of FMIC payable by these Mobile Network Operators for mobile interconnection service In September 2008 the Telecommunications Authority indicated that it accepted HKBN’s request for determination. On November 25, 2009, the Telecommunications Authority sent its Preliminary Analysis to parties for response. As of December 15, 2009, the new determination is still in process.

Television broadcasting industry

At present, Hong Kong has two licensed domestic ~~terrestrial~~free television programme broadcasters, TVB and ATV, providing free-to-air broadcasting services. In addition, there are also three licensed domestic pay-TV broadcasters, namely Hong Kong Cable Television Limited, PCCW Media Limited and TVB Pay Vision Limited (formerly known as Galaxy Satellite Broadcasting Limited). HKBN provides TV services over the Internet under its FTNS License, while Star TV continues to provide its services through satellite means under its satellite television uplink and downlink license.

Licensing

It is unlawful to offer any “television ~~program~~programme service” in Hong Kong without a license. “Television ~~program~~programme service” is broadly defined to mean the provision of television ~~programs~~programmes for transmission by telecommunications that are readily accessible to the general public in or outside Hong Kong or to persons in 2 or more specified premises simultaneously or on demand, whether on a

point-to-point or a point-to-multipoint basis. The Broadcasting Ordinance exempts certain categories of television ~~program~~programme services from the current licensing regime, including television ~~program~~programme services provided on the service commonly known as the “Internet”. The Broadcasting Ordinance itself, however, does not contain a definition of “Internet”.

The Secretary for Commerce, Industry and Technology has indicated that on the condition that HKBN continues to provide its service on the platform currently deployed by HKBN, the Government does not dispute that HKBN’s service is provided on the “Internet” and is thus exempt. On this basis, HKBN ~~has~~does not ~~obtained~~require to obtain a pay-television broadcasting license and provides IP-TV services under its FTNS License.

Cross media ownership restrictions

As with other television regulatory regimes, there are detailed cross-media ownership restrictions in the Broadcasting Ordinance. The restrictions are only applicable to domestic free and domestic pay television ~~program~~programme service licenses.

The Broadcasting Ordinance essentially provides that a company which is either a “disqualified person” or has a “disqualified person” exercising control over it will not be eligible to be granted a broadcasting license unless it discloses the disqualification in its license application. “Disqualified person” includes, for example, a company which is an existing domestic free or domestic pay television ~~program~~programme licensee; an advertising agent; a sound broadcasting licensee; or a proprietor of newspaper printed or produced in Hong Kong.

Generally, a disqualified person who has complied with the disclosure requirement may apply for a broadcasting license. The Broadcasting Ordinance provides that the Chief Executive in Council may grant a broadcasting license to a company, including a disqualified person or to a company which has a disqualified person exercising control, over it or to a disqualified person in which another disqualified person exercises control subject to such conditions as the Chief Executive in Council sees fit.

Foreign ownership restrictions

In addition to the cross-media ownership restrictions outlined above, the Broadcasting Ordinance also imposes restrictions on foreign ownership of a holder of a domestic free television ~~program~~programme service license. The restrictions do not prohibit the ownership of any voting shares in a domestic free television ~~program~~programme service licensee but rather take the form of prohibiting the exercise of any voting rights attached to such voting shares.

Competition provisions

The Broadcasting Ordinance also contains competition provisions, which are aimed at prohibiting a licensee from engaging in “anti-competitive conduct” and a licensee who is in a dominant position from abusing its position. “Anti-competitive conduct” is defined as conduct that has the purpose or effect of preventing, distorting or substantially restricting competition in a television ~~program~~programme service market.

The Broadcasting Ordinance provides that a breach of any of the competition statutory provisions may lead to the relevant contractual provisions in an agreement being regarded as void.

Unlike the regulatory regime for the telecommunications industry, there is no equivalent of a specialized competition appeal board for the television broadcasting industry. A licensee aggrieved by a decision made by the Broadcasting Authority, ~~however~~ may ~~lodge an~~ appeal by way of petition to the Chief Executive in Council.

Program standards and advertising standards

A broadcasting licensee is required to comply with the program standards and the advertising standards published by the Broadcasting Authority. The latest program standards and the advertising standards were both issued on December 12, 2008.

D. Organizational structure

The following chart sets forth our principal subsidiaries as of December ~~15, 2009:~~14, 2010:

~~City Telecom (H.K.) Limited~~⁽¹⁾ ~~(Hong Kong) CTI Guangzhou Customer Services Company Limited~~⁽²⁾ ~~(People’s Republic of China) Automedia Holdings Limited~~⁽³⁾ ~~(British Virgin Islands) City Telecom International Limited (British Virgin Islands) Hong Kong Broadband Network Limited~~⁽⁴⁾ (Hong Kong) Credibility Holdings Limited (British Virgin Islands) IDD1600 Company Limited (Hong Kong) CTI Marketing Company Limited (Hong Kong) City Telecom (Canada) Inc. (Canada) 963673 Ontario Limited (Canada) City Telecom Inc. (Canada) City Telecom (B.C.) Inc. (Canada)


Notes:

(1)		The other immediate subsidiaries of City Telecom (H.K.) Limited are SGBN Singapore Broadband Network Pte. Limited and Golden Trinity Holdings Limited. The immediate subsidiaries of Golden Trinity Holdings Limited are Warwick Gold Enterprises Limited and Attitude Holdings Limited.

(2)		The Company has only registered its Chinese name. The English name is an unregistered translation.

(3)		The other immediate subsidiaries of Automedia Holdings Limited are Global Courier Company Limited, CTI International Limited, BBTV Company Limited, City Telecom (U.S.A.) Inc., City Telecom (Vancouver) Inc. and City Telecom (Toronto) Inc.

(4)		The immediate subsidiaries of Hong Kong Broadband Network Limited are Excel Billion Profits Limited, Hong Kong Television Network Limited, Hong Kong Broadband Television Company Limited, Hong Kong Broadband Phone Limited and Hong Kong Broadband Digital TV Limited.

2531

The jurisdiction of incorporation and our ownership percentage of each these subsidiaries as of December ~~15, 2009~~14, 2010 were as follows:


		Percentage of interest
		held by City Telecom
	Jurisdiction of	Direct		Indirect
Name	incorporation	%		%
963673 Ontario Limited	Canada		—		100
Attitude Holdings Limited	British Virgin Islands		—		100
Automedia Holdings Limited	British Virgin Islands		100		—
BBTV Company Limited	Hong Kong		—		100
City Telecom (B.C.) Inc.	Canada		—		100
City Telecom (Canada) Inc.	Canada		—		100
City Telecom (Toronto) Inc.	Canada		—		100
City Telecom (U.S.A.) Inc.	United States of America		—		100
City Telecom (Vancouver) Inc.	Canada		—		100
City Telecom Inc.	Canada		—		100
City Telecom International Limited	British Virgin Islands		100		—
Credibility Holdings Limited	British Virgin Islands		100		—
CTI Guangzhou Customer Services ~~Company Limited~~Co. Ltd. (note)	People’s Republic of China		100		—
CTI International Limited	Hong Kong		—		100
CTI Marketing Company Limited	Hong Kong		—		100
Excel Billion Profits Limited	Hong Kong		—		100
Global Courier Company Limited	Hong Kong		—		100
Golden Trinity Holdings Limited	British Virgin Islands		100		—
Hong Kong Broadband Digital TV Limited	Hong Kong		—		100
Hong Kong Broadband Network Limited	Hong Kong		—		100
Hong Kong Broadband Phone Limited	Hong Kong		—		100
Hong Kong Broadband Television Company Limited	Hong Kong		—		100
Hong Kong Television Network Limited	Hong Kong		—		100
IDD1600 Company Limited	Hong Kong		—		100
SGBN Singapore Broadband Network Pte. Limited	Singapore		100		—
Warwick Gold Enterprises Limited	Hong Kong		—		100

~~Note: The Company has only registered its Chinese name. The English name is an unregistered translation.~~


Note: The Company has only registered its Chinese name. The English name is an unregistered translation.

E. Property, plant and equipment

For the provision of fixed telecommunication network services, we own, or control through long-term leases, equipment consisting of switching, transmission and power equipment and connecting lines comprised of in-building wiring, fiber-based backbone, wireless and leased wire-line backbone and other support structures, conduits and similar items that comprise our Next Generation Network. The majority of the fiber-based backbone connecting our services are under public road, highways and streets. In Hong Kong, we owned an aggregate of ~~160,300~~161,000 square feet predominately for self use as of August 31, ~~2009.~~2010.

For the provision of international telecommunications services, we own three switching systems in Hong Kong and two in Canada (one in Vancouver and the other in Toronto). We have invested and have rights to dedicated capacity in two undersea cables, the Japan-U.S. cable and the APCN 2 cable, for use as international transmission facilities, both of which were completed and have been operational since May 2002.

In addition, we have leased properties in Hong Kong for 1420 retail shops and for a 3,500 square feet customer service center in Mongkok, Kowloon, Hong Kong.

We rely on suppliers to provide equipment, underground cables and other necessary components for the construction and upgrade of our Next Generation Network, and for our VoIP equipment. In order for new subscribers to be able to access our IP-TV services, we must install an

IP set-top-box in their homes. We must have an adequate supply of such installation equipment on hand to respond to new customer subscriptions in a timely manner. We purchase all of our IP set-top boxes and other equipment from our suppliers on a purchase order basis and have no long-term contracts. If our suppliers are unable to supply us with these products in a timely manner or the costs of these products increase due to unforeseen causes, this could negatively impact our operating results, especially if we are unable to acquire new subscribers or effectively appropriate our costs on to our customers.

Item 5 Operating and financial review and prospects

You should read the following discussion together with the rest of this annual report, including the consolidated financial statements and related notes included elsewhere in this annual report. The results discussed below are not necessarily indicative of the results to be expected in any future periods. Since these are our first consolidated financial statements prepared in accordance with IFRSs, pursuant to the transitional relief granted by the SEC in respect of the first-time application of IFRSs, the following is limited to a discussion of our financial condition and results of operations for the years ended August 31, 2009 and 2008, and no comparative information for the year ended August 31, 2007 have been included. For further details, please see “Special Note on Our Financial Information Presented in This Annual Report” above.

Overview

We are a provider of residential and corporate fixed telecommunications network services in Hong Kong. We offer our customers an integrated suite of broadband Internet access, local VoIP, IP-TV and corporate data services through our self-owned Next Generation Network. Our network covered ~~1.6~~1.77 million residential homes pass as of August 31, ~~2009,~~2010, representing approximately ~~70%~~80% of the ~~population~~total households in Hong Kong, and is concentrated in Hong Kong’s most densely populated areas, which reduces our cost of network deployment per home pass. As of August 31, ~~2009,~~2010, our FTNS business had a subscription base of approximately ~~943,000~~1,110,000 subscriptions. In addition, we offer a variety of international telecommunications services, including direct dial services, international calling cards and mobile call forwarding services, in Hong Kong. As of August 31, ~~2009,~~2010, our IDD business had a subscription base of approximately 2.4 million registered accounts.

A. Factors affecting our results of operations

Our revenues

Our revenues are derived from two business segments: our FTNS business and our IDD business. Our FTNS business primarily consists of broadband Internet access, local VoIP, IP-TV and corporate data services, while our IDD business primarily consists of direct dial services, international calling cards and mobile call forwarding services.

FTNS business.Revenues from our FTNS business primarily consist of monthly service charges payable by our subscribers and interconnection charges payable by other telecommunications operators.

	-•		Monthly service charges.We charge our subscribers a monthly service charge, which generally varies by the number and nature of the fixed telecommunications network services subscribed. Our strategy is to market additional services to our subscribers by leveraging our broadband Internet access subscription base of ~~391,000~~526,000 as of August 31, ~~2009~~2010 and the scalability of our Next Generation Network.

	-•		Interconnection charges.We offer fixed telecommunications network services through our self-owned Next Generation Network. Under the terms of HKBN’s fixed telecommunications network services license, we are required to provide interconnection services to other network operators, including mobile network operators. ~~Because certain local mobile network operators disagreed with the level of interconnection charges computed by us, certain amount of these charges had not been collected as of August 31, 2009.~~

IDD business.Substantially all of revenues from our IDD business consists of tariffs, which generally varies by the destination of the call and the calling prefix, with discounts depending on the time of the day or day of the week when the call is placed.

Our operating expenses

Our operating expenses consist of network costs and other operating expenses.

	•		Network costs.Network costs vary according to either our network capacity or our traffic volume. Such costs mainly include leased line rentals, program fees and production costs for our IP-TV services and interconnection charges payable to other local fixed network operators and international bandwidth providers. Network costs do not include depreciation charge, which is included in other operating expenses.

	•		Other operating expenses.Other operating expenses mainly consist of ~~staff~~Talent costs, advertising and marketing expenses, depreciation of owned fixed assets.

	-•		~~Staff~~Talent costs. Salaries and related costs incurred for services rendered by ~~employees.~~ Talents.

	-•		Advertising and marketing expenses.Due to our efforts in promoting our FTNS services, our advertising and marketing expenses incurred in connection with subscription acquisition activities have been relatively high. We expect that we will be required to continue to invest significant financial and human resources in our sales and marketing efforts as we strive to build our subscription base and to enhance our brand value.

-•

Depreciation.Depreciation is calculated to write off the cost of fixed assets less their estimated residual value, if any, using straight line method over their estimated useful lives. We expect that we will continue to invest in our Next Generation Network to expand our network coverage. In addition, any technological advancement or obsolescence might affect the estimated useful lives of our fixed assets.

Critical accounting policies

The following discussion and analysis is based on our consolidated financial statements, which have been prepared in accordance with IFRSs for the fiscal years ended August 31, 2008, 2009 and ~~2009.~~2010. Our significant accounting policies are more fully described in note 1 to our consolidated financial statements.

The preparation of our consolidated financial statements in conformity with IFRSs requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. We continually evaluate our estimates and judgments including those related to fixed assets, provision for doubtful accounts, deferred taxes, USC charges and certain revenue items. We base our estimates and judgments on historical experience and on various other factors we believe to be reasonable under the circumstances. This forms the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates as facts, circumstances and conditions change. The estimates and underlying assumptions are reviewed on an ongoing basis. Changes to accounting estimates are recognized in the period in which the estimate is changed if the change affects only that period or in the period of the change and future periods if the change affects both current and future periods.

Our accounting policies have been developed over many years as the telecommunications industry and generally accepted accounting principles have evolved. As our financial statements are prepared under IFRSs, our accounting policies are necessarily compliant with all aspects of IFRSs. IFRSs are based on a “substance over form” conceptual framework that requires us to look through the legal interpretation of an arrangement or transaction to its underlying purpose and to reflect it in our consolidated financial statements on that basis.

The following are the most significant accounting estimates and judgments we apply in producing our consolidated financial statements.

Revenue recognition

Revenue for the provision of telecommunications services is recognized when an arrangement exists, service is rendered, fee is fixed or determinable and collectability is probable. Revenue received in advance is deferred and recognized as revenue on a straight-line basis over the stated period of time in the subscriber agreement.

A portion of revenue from our FTNS business is derived from network interconnection charges. Network interconnection charges are recorded as revenue based on usage of our fixed telecommunications network by mobile and other fixed telecommunications network operators. The determination of the rates on mobile interconnection charges at which revenue is recognized involved significant estimates by management. Significant changes in management estimates may result in material revenue adjustments.

Prior to April 27, 2009, mobile network operators were obliged to pay interconnection charges to us in accordance with the charging principles promulgated by the Telecommunications Authority. Because certain local mobile network operators disagreed with the level of charges computed by us, certain amount of the mobile interconnection charges billed by us had not been collected as of ~~August 31, 2009.~~December 14, 2010. We recognize revenue related to mobile interconnection charges at amounts we believe to be realizable after consideration of the uncertainty regarding the timing and amount of the ultimate collection of amounts due. Specifically:

	•		The amount recognized for fiscal 2004 and before was determined using the available rates under the then-existing calculation model (fully distributed cost model) for interconnection service between fixed and mobile operators, which are based on historical cost data of PCCW-HKT Telephone Limited. In May 2004, the Telecommunications Authority confirmed that mobile network operators are obliged to pay interconnection charges to us in accordance with the charging principles promulgated by the Telecommunications Authority. A number of mobile network operators, however, disputed the basis of our calculation. In August 2004, we requested the Telecommunications Authority to make a determination (the “2004 Determination”) on the level of mobile interconnection charges payable by one of the mobile network operators to us and the effective date of the determined mobile interconnection charges.

	•		The amount recognized in fiscal 2005 reflected a discount from the amounts billed which was determined based on our assessment of the range of likely outcomes of the 2004 Determination. In November 2005, we entered into contractual agreements with one of the mobile network operators who agreed to pay interim mobile interconnection charges at a rate based on PCCW-HKT’s published fully distributed cost model of HK$0.0436 per occupancy minute until the Telecommunications Authority issued its final ruling.

	•		The amount recognized in fiscal 2006 was based on the preliminary rates published by the Telecommunications Authority in March 2006 as we awaited a final ruling by the Telecommunications Authority on the 2004 Determination.

	•		The amount recognized in fiscal 2007 was based on the 2004 Determination issued by the Telecommunications Authority in June 2007, which set out the rates of mobile interconnection charge payable by the mobile operator under dispute for interconnection services provided by us for the period from April 1, 2002 to August 31, 2004.

	•		The amount recognized in fiscal 2008 was based also on the 2004 Determination issued by the Telecommunications Authority in June 2007. In February 2008, we requested the Telecommunications Authority to make a new determination with four mobile operators on the rates of mobile interconnection charge and interest thereon. We subsequently entered into contractual agreements with some of these mobile operators, which agreed to pay mobile interconnection charges based on the 2004 Determination for the period from April 1, 2002 to August 31, 2004 and with respect to the period after August 31, 2004 at the interim rates stated in the agreements, which will be adjusted based on further determination to be issued by the Telecommunications Authority.

	•		The amount recognized in fiscal 2009 and before was based ~~also~~ on the 2004 Determination issued by the Telecommunications Authority in June ~~2007.~~2007 which set out the rates of mobile interconnection charge payable by the mobile operators under dispute for interconnection services provided by us for the period from April 1, 2002 to August 31, 2004. In September 2008, the Telecommunications Authority indicated that it accepted our request for determination on the rate of mobile interconnection charge for the period from April 1, 2002 to April 26, 2009 payable by the mobile operators that have not reached contractual agreements with us, and the rate for period from September 1, 2004 to April 26, 2009 payable by those mobile operators that have reached contractual agreements with us and the interest thereon (the “2008 Determination”). On November 25, 2009, the Telecommunications Authority issued a Preliminary Analysis in relation to the 2008 ~~Determination. As of December 15, 2009,~~Determination for the parties’ comments.

	•		In May 2010, the Telecommunications Authority issued its decision on the 2008 Determination, ~~is still~~which set out the rates of mobile interconnection charges payable by the mobile operators involved in ~~process.~~the dispute. Based on such decision on the 2008 Determination, we reversed approximately HK$19.7 million revenue related to mobile interconnection charges and recognized approximately HK$10.1 million interest income in fiscal 2010.

For a discussion of our revenue recognition of mobile interconnection charges, please refer to note ~~2(c)~~2(b) to our consolidated financial statements. Actual amounts realized could be different from our estimate.

Useful lives of fixed assets

We estimate the useful lives of fixed assets in order to determine the amount of depreciation expense to be recorded. The useful life of an asset is estimated at the time the asset is acquired based on historical experience, the expected usage, wear and tear of the asset, as well as technical obsolescence arising from changes in the market demands or service output of the asset. Changes in technology or industry conditions may cause the estimated period of use or the value of these assets to change. We perform periodic reviews to confirm the appropriateness of estimated economic useful lives for each class of fixed assets. For the ~~two~~three years ended August 31, ~~2009,~~2010, there were no changes in ~~assets~~the useful lives ~~have been recorded.~~of our fixed assets.

Impairment of fixed assets

Under IFRSs, if a triggering event occurs indicating that the carrying amount of an asset may not be recoverable, a new assessment of the carrying amount of that asset is required. Triggering events include significant adverse changes in the market value of an asset, changes in the business or regulatory environment, or certain legal events. The interpretation of such events requires judgment from the management with respect to whether such an event has occurred and whether management feels that reassessment of the carrying value of the asset is required. If an event occurs that could affect the carrying value of the asset and management does not identify it as a triggering event and identify the asset as impaired, future operations could be adversely affected if this asset is subsequently written off or sold for less than its carrying value due to sudden downturns in the business environment.

Upon the occurrence of triggering events, the carrying amounts of fixed assets are reviewed to assess whether their recoverable amounts have declined below their carrying amounts. Under IFRSs, the recoverable amount is the ~~present~~greater of its net selling price and value ofin use. In assessing value in use, the estimated ~~net~~ future cash flows ~~which we expect~~are discounted to ~~recover from~~their present value using a pre-tax discount rate that reflects current market assessments of time value of money and the ~~future use of~~risks specific to the assets. Where the asset ~~plus~~does not generate cash inflows largely independent of those from other assets, the ~~asset’s residual value on disposal, discounted at~~recoverable amount is determined for the ~~financial asset’s original effective interest rate.~~smallest group of assets that generates cash inflows independently (i.e. cash-generating-unit). Where the recoverable amount of fixed and other long-lived assets is less than their carrying value, an impairment loss is recognized to write down the assets to their recoverable amount, which is based on the fair value less costs to sell or ~~discounted estimated cash flows.~~value in use.

Estimation of cash flows arising from future use of the asset requires careful analysis regarding what we expect to recover from its future use. This includes consideration of our target market share and subscription base, market competition, future changes to our cost structure and technological change. In addition, the residual value of the asset on disposal requires judgment, as the estimated fair value of the asset at the time of disposal could change in response to market conditions and changes in expected use of the asset prior to disposal. Changes in the estimate of cash flows arising from expected future use of the asset or its residual value on disposal — based on changes in market conditions, changes in the use of assets, management plan, foreseeable technological changes or otherwise — could significantly change the calculation of the fair value or recoverable amount of the asset and the resulting impairment loss. This in turn could significantly affect the results of our operations.

For the ~~two~~three years ended August 31, ~~2009,~~2010, no impairment fixed assets have been recognized.

Accounts receivable

Under IFRSs, provision is made against accounts receivable to the extent they are considered to be doubtful. This provision requires judgment regarding the collectability of certain receivables both as they are incurred and as they age. We assess bad debt provision by type of customers, namely residential, corporate and carrier, based on past experience of recovery of old receivables, the aging of the accounts receivable balance and historical write-off experience. Certain receivables may be initially identified as collectible, yet subsequently become uncollectible and result in a subsequent write-off of the related receivable to the consolidated statement of operations. Changes in the collectability of accounts receivable for which provisions are not made could affect our future results of operations.

Included in the accounts receivable balance (net of allowance for doubtful debts) were receivables for mobile interconnection charges of HK$~~71.9~~64.4 million, HK$68.8 million and HK$~~68.8~~39.8 million as of August 31, 2008, 2009 and ~~2009~~2010, respectively. The balance represented mobile interconnection charges we billed to the local mobile network operators, and some of these charges had not been collected.

Changes in the allowance for doubtful debts consist of:


	For the year ended August 31,						For the year ended August 31,
	2008			2009			2008			2009			2010
	HK$			HK$			HK$			HK$			HK$
	(Amounts in thousands)						(Amounts in thousands)
Balance at beginning of the year		22,392			11,944			22,392			11,944			3,160
Additions charged to expense		14,293			12,103			14,293			12,103			14,742
Write-off		(24,741	)		(20,887	)		(24,741	)		(20,887	)		(12,079	)


Balance at the end of the year		11,944			3,160			11,944			3,160			5,823

Deferred taxation

We recognized deferred tax assets for all deductible temporary differences and operating loss carry forwards to the extent it is probable that future taxable profits will be available against which the asset can be utilized. In assessing whether a deferred tax asset is expected to be utilized in the foreseeable future, our management considers all available evidence, including projected future taxable profit by taking into consideration of the effect of our capital expenditures and other plans, such as the existing network capacity, technological changes, future market trends and projected fixed network coverage.

The recognition of deferred tax assets requires judgment regarding the results of future operations, including the assumption that there will be sufficient future operations to allow us to utilize the related deferred tax asset. Our management projects future taxable income by considering all available information, including tax planning strategies, historical taxable incomes, and the expiration period of the unused tax losses carry forwards of each of the Company and its subsidiaries. During the year ended August 31, 2008, taking into consideration of the current results of operations, our management assessed that it was probable that sufficient future taxable profits would be generated to utilize the unused tax losses of HK$159.6 million, which resulted in the recognition of deferred tax assets of HK$26.3 million. As at August 31, 2008, 2009 and ~~2009,~~2010, we had not recognized deferred tax assets in respect of unused tax losses of HK$9.5 million, HK$8.2 million and HK$~~9.5~~8.2 million respectively, because it was not probable that future taxable profits could be generated to utilize the tax losses. All tax losses are subject to agreement with local tax authorities. Any changes in the estimate of future operations could change the recognition of our deferred tax assets, which could significantly affect our results of operations.

USC charges

Our management makes their best estimates for the universal service contribution charges, or USC, payable to PCCW-HKT in order to fund the network development costs incurred by PCCW-HKT in remote areas in Hong Kong. Such estimated costs are included as part of our costs of rendering services. The estimate is made based on the provisional rates announced by the Telecommunications Authority and is effective up to the date of the release of our consolidated financial statements. The Telecommunications Authority periodically reviews the actual costs incurred by PCCW-HKT in the development and adjusts the amounts owed to PCCW-HKT, or to be refunded by it, to the respective USC contributing parties, including us. Accordingly, the estimate made by our management for a financial year is subject to changes based on the

revisions published by the Telecommunications Authority up to the date prior to the release of our consolidated financial statements. We adjust such differences as an addition to, or reduction of, the corresponding costs of services in that particular reporting period.

Any sum received in advance from PCCW-HKT as an estimated refund of USC on a provisional basis, which is subject to the final confirmation and determination of the Telecommunications Authority, is recorded in other payables and accrued charges in our balance sheet.

Operating Results

The following table sets forth, for the years indicated, a summary of our results of operations.


	For the year ended August 31,									For the year ended August 31,
	2008			2009			2009			2008			2009			2010			2010
	HK$			HK$			US$			HK$			HK$			HK$			US$
	(Amounts in thousands)									(Amounts in thousands)
Revenue
FTNS business		1,011,038			1,230,880			158,813			1,011,038			1,230,880			1,356,098			174,348
IDD business		291,943			247,359			31,915			291,943			247,359			218,589			28,103


		1,302,981			1,478,239			190,728			1,302,981			1,478,239			1,574,687			202,451


Network costs		(178,367	)		(175,129	)		(22,596	)		(178,367	)		(175,129	)		(195,292	)		(25,108	)

Other operating expenses		(966,094	)		(1,037,964	)		(133,922	)		(966,094	)		(1,037,964	)		(1,105,604	)		(142,143	)

Other revenues		24,989			41,540			5,359
Other income, net											24,989			41,540			7,989			1,028

Finance costs		(75,137	)		(55,127	)		(7,112	)		(75,137	)		(55,127	)		(22,235	)		(2,859	)



Profit before taxation		108,372			251,559			32,457			108,372			251,559			259,545			33,369
Income taxes benefit/(expense)		16,818			(38,730	)		(4,997	)		16,818			(38,730	)		(42,679	)		(5,487	)


Net income		125,190			212,829			27,460			125,190			212,829			216,866			27,882

Fiscal 2010 Compared to Fiscal 2009

Revenues.Revenues increased by 6.5% to HK$1,574.7 million in fiscal 2010 from HK$1,478.2 million in fiscal 2009, reflecting an increase in revenue from our FTNS business, the effects of which were partially offset by a decrease in revenue from our IDD business and the change in the regulatory regime of mobile interconnection charges summarized below. Revenue contribution from our FTNS business increased to 86.1% in fiscal 2010 from 83.3% in fiscal 2009.

•

FTNS business.Revenues from our FTNS business increased by 10.2% to HK$1,356.1 million in fiscal 2010 from HK$1,230.9 million in fiscal 2009. The increase was primarily caused by an increase of 17.7% of our FTNS subscription base to 1,110,000 as of August 31, 2010 from 943,000 as of August 31, 2009.

	•		Broadband Internet access.The subscription base for our Internet access services increased by 34.5%, to 526,000 as of August 31, 2010 from 391,000 as of August 31, 2009. During fiscal 2010, we are able to have a record growth of 135,000 net additions through our “Member-Get-Member” marketing campaigns which reduced the price of our symmetric 100Mbps broadband services by half to HK$99 per month if a customer introduces a new customer at HK$99 per month. Such marketing campaigns essentially allowed us to increase our revenues by converting one subscriber at HK$182 per month to two subscribers at a minimum rate of HK$99 per month.

	•		Local VoIP.The subscription base for our local VoIP services increased by 12.8%, to 431,000 as of August 31, 2010 from 382,000 as of August 31, 2009, mainly due to improved branding that allowed us to increase sales of our VoIP services to subscribers of our Internet access services.

	•		IP-TV.The subscription base for our IP-TV services decreased by 10.0% to 153,000 subscriptions as of August 31, 2010 from 170,000 as of August 31, 2009 because we proactively churned off free or low paying IP-TV subscribers and redeployed the set-top-boxes to higher yielding customers. We continued to enhance our channel variety so as to increase the content value to our customers. We currently offer more than 110 channels to our customers.

3137

As a result of the Telecommunications Authority’s decision on the 2008 Determination in May 2010 as stated above, revenue of HK$19.7 million related to mobile interconnection charges was reversed in fiscal 2010. In addition, prior to April 26, 2009, the mobile network operators were required to pay interconnection charges for all calls originating to and from the mobile users. After April 26, 2009, the chargeability of interconnection charges is subject to commercial negotiation. With the withdrawal of regulatory guidance on FMIC in favor of mobile network operators on April 27, 2009, only an insignificant amount of revenue related to mobile interconnection charges was recognized.

•

IDD business.Revenues from our IDD business decreased by 11.6% to HK$218.6 million in fiscal 2010 from HK$247.4 million in fiscal 2009. The decrease was primarily due to the reduction in IDD traffic volume and the decrease in the tariff rate we charged to our customers. Competition during fiscal 2010 intensified as some of our competitors offered international direct dial minutes for free or at significantly lower rates as a marketing incentive to gain local fixed line and mobile market shares. Further, technology from global VoIP providers such as Skype, which offer free PC-to-PC based international calls, was becoming more prevalent.

Network costs.Network costs increased by 11.5% to HK$195.3 million in fiscal 2010 from HK$175.1 million in fiscal 2009 mainly due to the increase in the cost of purchasing international bandwidth as a result of the combined effect of the record growth in broadband subscription and the increasing demand of bandwidth from customers as well as the increase in program fees for IP-TV services to enhance the value of content to customers.

Other operating expenses.Other operating expenses increased by 6.5% to HK$1,105.6 million in fiscal 2010 from HK$1,038.0 million in fiscal 2009 mainly due to the following:

Set forth below is a table summarizing the details of our other operating expenses in fiscal 2009 and 2010:

For the year ended August 31,
2009 2010 2010
HK$ HK$ US$
(Amounts in thousands)
Talent costs (302,279 ) (301,760 ) (38,796 )
Advertising and marketing expenses (299,794 ) (372,727 ) (47,920 )
Depreciation (206,241 ) (199,029 ) (25,588 )
Others (229,650 ) (232,088 ) (29,839 )

Other operating expenses (1,037,964 ) (1,105,604 ) (142,143 )

	•		Talent costs.Talent costs decreased by 0.2% to HK$301.8 million in fiscal 2010 from HK$302.3 million in fiscal 2009.

	•		Advertising and marketing expenses.Advertising and marketing expenses increased by 24.3% to HK$372.7 million in fiscal 2010 from HK$299.8 million in fiscal 2009. Our salaries and commissions for our sales and marketing Talents increased by HK$28.5 million due to our growth in broadband subscription base. Moreover, our marketing campaigns resulted in an increase in mass media advertising costs of HK$21.6 million and other advertising costs of HK$14.9 million. In addition, the expansion of our sales channels through opening new shops resulted in an increase of advertising and marketing related expenses of HK$7.9 million.

	•		Depreciation.Depreciation decreased by 3.5% to HK$199.0 million in fiscal 2010 from HK$206.2 million in fiscal 2009. Notwithstanding our purchase of additional fixed assets for our network infrastructure as we increased the scale of operations in our FTNS business, a portion of our owned fixed assets were fully depreciated. As a result, we incurred lower depreciation expenses.

Other income, net.Other income, net decreased to HK$8.0 million in fiscal 2010 from HK$41.5 million in fiscal 2009. The decrease was mainly contributed by the loss on extinguishment of our 10-year senior notes of HK$9.7 million in fiscal 2010 compared to the gain on extinguishment of our 10-year senior notes of HK$31.4 million in fiscal 2009. The effect of which was partially offset by an increase in interest income of HK$10.1 million recognized in relation to mobile interconnection charges in fiscal 2010.

Finance costs.Finance costs decreased by 59.7% to HK$22.2 million in fiscal 2010 from HK$55.1 million in fiscal 2009. The decrease was mainly due to finance cost savings through repurchase and redemption of our 10-year senior notes and interest bearing bank borrowings at

a lower interest rate. The effect of which was partially offset by the change in fair value of derivative financial instrument that we did not have in fiscal 2009.

Income tax benefit/(expense).We recorded an income tax expense of HK$42.7 million, which included a non-cash deferred tax expenses of HK$40.1 million in fiscal 2010, compared to an income tax expense of HK$38.7 million in fiscal 2009, which included a non-cash deferred tax expenses of HK$37.1 million.

Net income.For the foregoing reasons, net income increased to HK$216.9 million in fiscal 2010 from HK$212.8 million in fiscal 2009. Net margin decreased to 13.8% in fiscal 2010 from 14.4% in fiscal 2009. The slight decrease in net margin was primarily due to a higher cost in acquiring new customers.

Fiscal 2009 Compared to Fiscal 2008

Revenues.Revenues increased by 13.4% to HK$1,478.2 million in fiscal 2009 from HK$1,303.0 million in fiscal 2008, reflecting an increase in revenue from our FTNS business, the effects of which were partially offset by a decrease in revenue from our IDD business. Revenue contribution from our FTNS business increased to 83.3% in fiscal 2009 from 77.6% in fiscal 2008.

•

FTNS business.Revenues from our FTNS business increased by 21.8% to HK$1,230.9 million in fiscal 2009 from HK$1,011.0 million in fiscal 2008. The increase was primarily caused by an increase of 17.7% of our FTNS subscription base to 943,000 as of August 31, 2009 from 801,000 as of August 31, 2008 and, to a lesser extent, an increase in the average revenue per user for our Internet access services. We believe that there was growing market acceptance of premium pricing in fiscal 2009.

	o•		Broadband Internet access.The subscription base for our Internet access services increased by 23.7%, to 391,000 as of August 31, 2009 from 316,000 as of August 31, 2008. During fiscal 2009, partly as a result of our success in differentiating our services by emphasizing our ultra high Internet access speed, we were able to acquire and retain customers who are willing to enter into subscription contracts with a long service period. Revenues from our Internet access services increased as a result.

	o•		Local VoIP.The subscription base for our local VoIP services rose by 16.1%, to 382,000 as of August 31, 2009 from 329,000 as of August 31, 2008, mainly due to improved branding and our greater success in cross selling our VoIP services to subscribers of our Internet access services.

	o•		IP-TV.The subscription base for our IP-TV services increased by 9.0% to 170,000 subscriptions, with the majority of the new subscriptions coming from existing subscribers of our Internet access and local VoIP services.

			Also as included in revenue from our FTNS business were mobile interconnection charges of HK$20.6 million in fiscal 2009. The mobile interconnection charges in fiscal 2009 decreased by 30.5% compared to fiscal 2008 due to the withdrawal of regulatory guidance on FMIC in favor of Mobile Party’s Network Pay on April 26, 2009. Prior to April 26, 2009, the mobile network operators were required to pay interconnection charges for all calls originating to and from the mobile users. After April 26, 2009, the chargeability of interconnection charges is subject to commercial negotiation.

•

IDD business.Revenues from our IDD business decreased by 15.3% to HK$247.4 million in fiscal 2009 from HK$292.0 million in fiscal 2008. The decrease was primarily due to the reduction in IDD traffic volume. Competition during the fiscal year was intense as some of our integrated competitors offered international direct dial minutes for free or at very low cost as a marketing incentive to gain local fixed line and mobile market shares. Further, technology from global VoIP providers such as Skype, which offer free PC-to-PC based international calls, was also becoming more prevalent.

Network costs.Network costs decreased by 1.8% to HK$175.1 million in fiscal 2009 from HK$178.4 million in fiscal 2008 mainly due to a reduction in carrier costs as IDD traffic decreased. The effects of the foregoing, however, were partially offset by the recovery of HK$7.6 million universal services contribution charges from PCCW-HK in fiscal 2008 pursuant to the TA Statement issued by the Telecommunications Authority on December 28, 2007. No similar recovery was recorded in fiscal 2009.

Other operating expenses.Other operating expenses increased by 7.4% to HK$1,038.0 million in fiscal 2009 from HK$966.1 million in fiscal 2008 mainly due to the following:

Set forth below is a table summarizing the details of our other operating expenses in fiscal 2008 and 2009:


	For the year ended August 31,									For the year ended August 31,
	2008			2009			2009			2008			2009			2009
	HK$			HK$			US$			HK$			HK$			US$
	(Amounts in thousands)												(Amounts in thousands)
Staff costs		(247,460	)		(302,279	)		(39,001	)
Talent costs											(247,460	)		(302,279	)		(39,001	)
Advertising and marketing expenses		(307,743	)		(299,794	)		(38,681	)		(307,743	)		(299,794	)		(38,681	)
Depreciation		(210,051	)		(206,241	)		(26,610	)		(210,051	)		(206,241	)		(26,610	)
Others		(200,840	)		(229,650	)		(29,630	)		(200,840	)		(229,650	)		(29,630	)


Other operating expenses		(966,094	)		(1,037,964	)		(133,922	)		(966,094	)		(1,037,964	)		(133,922	)

	•		~~Staff~~Talent costs.~~Staff~~Talent costs increased by 22.1% to HK$302.3 million in fiscal 2009 from HK$247.5 million in fiscal 2008. We increased our total work force by 4.0% to 3,173 ~~employees~~Talents as of August 31, 2009 from 3,051 ~~employees~~Talents as of August 31, 2008, primarily due to the increased scale of operations in our FTNS business and the increasing scope in investing and developing our ~~talents~~Talents through ~~staff~~Talents education partnership and ~~talent~~Talent infinity program.

	•		Advertising and marketing expenses.Advertising and marketing expenses decreased by 2.6% to HK$299.8 million in fiscal 2009 from HK$307.7 million in fiscal 2008. Our salaries and commissions for our sales and marketing

			~~employees~~ Talents were increased by HK$19.5 million due to ~~increases~~an increase in total contract sum ~~from~~due to substantial growth in subscription base. Moreover, our opening of ~~more~~additional new shops caused shop related operating costs ~~increased~~to increase by HK$11.4 million. The effects of the foregoing, however, were partially offset by a decrease in mass media advertising costs of HK$34.4 million.

	•		Depreciation.Depreciation decreased by 1.9% to HK$206.2 million in fiscal 2009. Notwithstanding our purchase of additional fixed assets for our network infrastructure as we increased the scale of operations in our FTNS business, a portion of our owned fixed assets were fully depreciated and a lower depreciation expenses was incurred as a result.

Other ~~revenues.~~income, net.Other ~~revenues~~income, net increased to HK$41.5 million in fiscal 2009 from HK$25.0 million in fiscal 2008. The increase was mainly contributed by the gain on extinguishment of our 10-year senior notes of HK$31.4 million, the effects of which were partially offset by a decrease in interest income from HK$15.6 million in fiscal 2008 to HK$4.8 million in fiscal 2009 as a result of the decrease in our average cash balance in fiscal 2009 mainly due to senior notes buyback actions.

Finance costs.Finance costs decreased by 26.6% to HK$55.1 million in fiscal 2009 from HK$75.1 million in fiscal 2008 as a result of the redemption and cancellation of an aggregate principal amount of US$68.0 million of our 10-year senior notes from the market in fiscal 2009.

Income tax benefit/(expense).We recorded an income tax expense of HK$38.8 million in fiscal 2009, compared to an income tax benefit of HK$16.8 million in fiscal 2008. Included in the income tax benefit in fiscal 2008 was a tax credit of HK$26.3 million related to the deferred tax assets recognized in respect of the tax loss carryforwards of our major operating subsidiary as at August 31, 2008. Based on the results of operations of our major operating subsidiary in recent years and our forecast for future years, we concluded it was probable that the subsidiary would generate sufficient taxable income to utilize the tax loss carryforwards. If such effect was excluded, the income tax expenses increase by HK$29.3 million, which was primarily caused by the increase of our income before taxation.

Net income.For the foregoing reasons, net income increased to HK$212.8 million in fiscal 2009 from HK$125.2 million in fiscal 2008. Net margin increased to 14.4% in fiscal 2009 from 9.6% in fiscal 2008. The increase in net margin was primarily due to higher revenue contribution from our FTNS business and the better margin achieved in our IDD business as a result of the phasing out of lower margin customers.

Recent accounting pronouncements

Recent issued and adopted accounting pronouncements under IFRSs have been included in note 3132 to our consolidated financial statements.

B. Liquidity and capital resources

We expect cash flow from operating activities to continue to be our principal source of liquidity. As of August 31, ~~2009,~~2010, we had cash and bank balance of HK$~~221.1 million and pledged bank deposits of HK$15.0~~588.7 million. Our day-to-day operations are also supported by HK$~~205.0~~353.8 million banking facilities and revolving loan facility, of which only HK$~~7.8~~133.3 million was utilized as at August 31, ~~2009.~~2010.

We believe that our current cash and cash equivalents and cash flow from operations will be sufficient to meet our anticipated cash needs, including working capital requirements, capital expenditures, repayment of our indebtedness when fall due and various contractual obligations, for at least the next 12 months. Our cash flows from operations, however, may decrease due to lower customer demand resulting from rapid

technological changes, increasing competition resulting from new local and foreign entrants into the market, or our failure to obtain or renew the necessary telecommunication licenses. A decrease in our operating cash flow could adversely affect our ability to make planned capital expenditures, to comply with our obligations under various operating and capital leases and to repay amounts due under banking facilities.

Cash flow

The following table summarizes our cash flows for each of fiscal 2008, 2009 and ~~2009:~~2010:

For the year ended August 31,
2008 2009 2009
HK$ HK$ US$
(Amounts in thousands)
Net cash inflow from operating activities 378,563 535,886 69,142
Net cash outflow from investing activities (147,750 ) (176,488 ) (22,771 )
Net cash outflow from financing activities (342,550 ) (560,407 ) (72,306 )

Decrease in cash and bank balances (111,737 ) (201,009 ) (25,935 )
Cash at bank and in hand, at the beginning of year 532,894 421,610 54,398
Effect of foreign exchange rate changes on cash 453 451 58

Cash at bank and in hand, at the end of the year 421,610 221,052 28,521

For the year ended August 31,
2008 2009 2010 2010
HK$ HK$ HK$ US$
(Amounts in thousands)
Net cash inflow from operating activities 381,991 536,771 485,340 62,398
Net cash outflow from investing activities (147,750 ) (176,488 ) (306,254 ) (39,374 )
Net cash (outflow)/inflow from financing activities (345,978 ) (561,292 ) 178,307 22,924

(Decrease)/increase in cash and cash equivalents (111,737 ) (201,009 ) 357,393 45,948
Cash and cash equivalents, at the beginning of year 532,894 421,610 221,052 28,420
Effect of foreign exchange rate changes on cash 453 451 (270 ) (35 )

Cash and cash equivalents, at the end of the year 421,610 221,052 578,175 74,333

Analysis of the balances of cash and cash equivalents
Cash at bank and in hand 434,604 226,416 588,665 75,682
Bank overdrafts — unsecured (12,994 ) (5,364 ) (10,490 ) (1,349 )

421,610 221,052 578,175 74,333

Operating activities

Our principal source of cash was cash generated from our FTNS business. Net cash inflow from operating activities increased 40.5% from HK$382.0 million in fiscal 2008 to HK$~~535.9~~536.8 million in fiscal 2009, primarily reflecting the increase in our profit before taxation resulting from the continued expansion of our subscription base. Net cash inflow from operating activities decreased by 9.6% from HK$~~378.6~~536.8 million in fiscal ~~2008. The net~~2009 to HK$485.3 million in fiscal 2010, which was a reflection of a slight increase in ~~operating cash flow was primarily due to the increased revenue from~~ our ~~FTNS business because of the increase~~profit before taxation offsetting by our rather higher customer acquisition in ~~the subscription base.~~fiscal 2010.

Investing activities

Net cash outflow from investing activities in fiscal 2010 was HK$306.3 million. The net cash outflow was mainly due to our purchase of fixed assets in the amount of HK$349.1 million.

Net cash outflow from investing activities in fiscal 2009 was HK$176.5 million. The net cash outflow was mainly due to our purchase of fixed assets of HK$289.9 million, the effect of which were partially offset by an decrease in pledged bank deposits of HK$72.3 million and net proceeds from maturity of investment in debt securities of HK$28.1 million.

Net cash outflow from investing activities in fiscal 2008 was HK$147.8 million. The net cash outflow was mainly due to the purchase of fixed assets of HK$189.9 million for the development of our Next Generation Network.

Financing activities

Net cash inflow from financing activities in fiscal 2010 was HK$178.3 million. The net cash inflow was mainly due to the proceeds from the offering of new ordinary shares in the amount of HK$396.4 million and the proceeds from new bank loans of HK$163.4 million, which were partially offset by the repurchase and redemption of our 10-year senior notes of HK$172.4 million and dividend paid of HK$158.4 million.

Net cash outflow from financing activities in fiscal 2009 was HK$~~560.4~~561.3 million. The net cash outflow was mainly due to our repurchase of 10-year senior notes for an aggregate consideration of HK$485.8 million (including transaction cost), payment of interest on the 10-year senior notes of HK$52.7 million and payment of cash dividends of HK$23.0 million.

Net cash outflow from financing activities in fiscal 2008 was HK$~~342.6~~346.0 million. The net cash outflow was mainly due to our repurchase of 10-year senior notes for an aggregate consideration of HK$269.4 million, payment of interest on the 10-year senior notes of HK$70.0 million and payment of cash dividends of HK$17.3 million.

Indebtedness

As of August 31, ~~2009,~~2010, we had an outstanding debt of HK$~~163.3~~134.7 million, most of which ~~consisting~~consisted of our ~~10-year senior notes due 2015, which amounted to~~bank loans in the amount of HK$~~162.6~~123.6 million stated at amortized cost and were classified as non-current debt.

10-year senior notes

On January 20, 2005 we issued unsecured 10-year senior fixed rate notes in the aggregate principle amount of US$125 million at par value and received net proceeds in the amount of US$121.0 million after deduction of expenses and commissions. The 10-year senior notes were rated BB- (stable) by Standard & Poor’s Rating Services and Ba3 (stable) by Moody’s Investors Services. A significant portion of the net proceeds were used to repay in full an existing bank loan in the outstanding amount of HK$196.7 million and to finance capital expenditures, including costs incurred in expanding and upgrading our Next Generation Network. As of August 31, 2009, the 10-year senior notes were stated at the amortized cost of US$21.0 million (HK$162.6 million), compared with the amortized costs of US$87.5 million (HK$683.2 million) as of August 31, 2008.

The notes mature on February 1, 2015 and bear interest at the fixed rate of 8.75% per annum. Interest on the notes are payable semi-annually in arrears on February 1 and August 1 of each year. The notes are irrevocably and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by all of our existing and future subsidiaries (other than, as of the issue date of the notes, CTI Guangzhou and, subsequently, any other subsidiary prohibited by applicable law, regulation or order from issuing a guarantee of the notes).

On June 17, 2009, as a result of our tender offer and consent for amendments to the indenture, substantially all of the restrictive covenants in the indenture have been eliminated. Consequently, certain events that would have constituted a violation of such covenants in the past will no longer constitute event of default. We also repurchased an aggregate principal amount of US$68.0 million of the 10-year senior notes from the market for an aggregate consideration (including transaction cost and accrued interest) of US$65.1 million. ~~As of~~

On December ~~15,~~4, 2009, ~~an aggregate principal amount of US$21.4 million~~we repurchased a portion of the 10-year senior notes ~~remained outstanding.~~

with a cumulative principal amount of HK$11.6 million (US$1.5 million) from the open market. We paid a total consideration, including accrued interest, of approximately HK$12.1 million (US$1.6 million). On ~~or after~~ February 1, 2010, we ~~may redeem~~redeemed the then outstanding 10-year senior notes ~~in whole or in part, at the redemption prices set forth in the indenture governing the notes. In all cases~~with a cumulative principal amount of ~~optional redemption, we will pay principal~~HK$153.9 million (US$19.9 million) at the redemption price ~~specified plus~~equal to 104.375% of the principal amount. We paid a total consideration, including accrued interest, of approximately HK$167.6 million (US$21.6 million). As of August 31, 2010, all the 10-year senior notes has been repurchased and ~~unpaid interest, additional amounts, if any, thereon to, but not including, the date of redemption.~~redeemed.

Banking facilities

As of August 31, ~~2009,~~2010, we had available banking facilities and revolving loan facility of HK$~~205.0~~353.8 million, of which HK$~~7.8~~133.3 million was utilized.

Capital expenditures

In order to further develop our Next Generation Network and continue to increase the scale of operations of our FTNS business, we plan to make a total capital ~~expenditures of~~expenditure ranging from approximately HK$~~300~~320 million to HK$350 million ~~per year~~ in fiscal ~~2010 and~~ 2011 to increase the coverage of our Next Generation ~~Network from 1.6 million residential homes pass~~Network. Our plan is to reach 2.0 million residential homes pass and ~~from 1,230~~1,800 commercial buildings by the end of 2011. We expect to ~~1,800 commercial buildings. The~~finance our budgeted capital expenditures ~~will be financed by our internally generated~~with cash ~~flow in the respective years.~~from operating activities, bank loans and capital market transactions.

C. Research and development, patents and licenses

We commit considerable resources to our research and development department in order to continuously improve our services and improve our market position. As of August 31, ~~2009,~~2010, our research and development team consisted of approximately 21 ~~staff members~~Talents experienced in systems design, engineering, telecommunications and computer programming. Our research and development department is primarily responsible for assessing and adapting the technology that we employ in upgrading and expanding our Next Generation Network. To identify and develop new market opportunities, the research and development team assesses new services offered by telecommunications and Internet companies in the United States and elsewhere and works closely with our marketing department. Our research and development expenditures were approximately HK$9.6 million, HK$10.8 million and HK$~~10.8~~11.2 million for fiscal 2008, 2009 and ~~2009,~~2010, respectively.

D. Trend information

Revenue from our IDD business decreased by ~~15.3%~~11.6% to HK$218.6 million in fiscal 2010 from HK$247.4 million in fiscal ~~2009 from HK$292.0 million in fiscal 2008.~~2009. The principal reason for this decrease was the intense competition, as our key competitors introduced highly aggressive price cuts. Partly as a result,

the traffic volume of our IDD business decreased by ~~15.2%~~4.7% to 464.0 million minutes in fiscal 2010 from 487.0 million minutes in fiscal ~~2009 from 574.0 million minutes in fiscal 2008.~~2009. We expect competition will continue to increase in the future, creating further pressure on our volume and ~~also~~ pricing.

Revenue from our FTNS business grew by ~~21.8%~~10.2% to HK$1,356.1 million in fiscal 2010 from HK$1,230.9 million in fiscal ~~2009 from HK$1,011.0 million in fiscal 2008.~~2009. The principal reason for this increase was due to the broadband subscription growth of ~~17.7%~~34.5% to ~~943,000~~526,000 subscription accounts as of August 31, 2010 from 391,000 subscription accounts as of August 31, 2009, ~~from 801,000 subscription accounts as of August 31, 2008 and, to~~which was partially offset by a ~~lesser extent, an increase~~decrease in the average revenue per subscription ~~account.~~account as part of our marketing campaigns to increase our subscriber base.

The global economic downturn has had a dampening effect on consumer sentiment and business activities across the ~~globe. We believe that~~globe in late 2008 and 2009 and the global economy continues to experience continued market volatility. The impact of the downturn on our operations has been limited because our FTNS and IDD services are regarded as “semi-utility” services. However, if the global economic downturn continues ~~for a long period of time,~~to experience significant volatility, demand for our services may ~~decrease.~~be adversely affected.

E. Off-balance sheet arrangements

WeOther than as described in note 28 to our Consolidated Financial Statements, we have not entered into any off-balance-sheet arrangements with any entities or individuals.

F. Tabular disclosure of contractual obligations

The following table sets forth information regarding our aggregate payment obligations in future years of the contractual obligations and commercial commitments that we had as of August 31, ~~2009.~~2010.


	Payments due by period										Payments due by period
					More than		More than								More than		More than
					1 year		3 years								1 year		3 years
			Within		but within		but within		More than				Within		but within		but within		More than
	Total		1 year		3 years		5 years		5 years		Total		1 year		3 years		5 years		5 years
Contractual obligations	HK$		HK$		HK$		HK$		HK$		HK$		HK$		HK$		HK$		HK$
	(Amounts in thousands)										(Amounts in thousands)
Capital expenditure items		150,099		150,099		—		—		—		132,340		132,340		—		—		—
Operating leases		96,381		66,708		19,284		4,118		6,271		124,287		88,821		26,555		4,062		4,849
10-year senior notes		244,117		14,489		28,978		28,978		171,672
Long-term bank loan												133,996		1,829		4,326		127,841		—
Obligation under finance leases		820		237		320		192		71		677		242		243		192		—
Other current liabilities		262,420		262,420		—		—		—		264,904		264,904		—		—		—
Programming fees (IP-TV)		15,332		9,094		6,238		—		—		73,626		25,539		41,506		6,581		—


Total		769,169		503,047		54,820		33,288		178,014		729,830		513,675		72,630		138,676		4,849


Note:		The other current liabilities of HK$264.9 million is comprised of bank overdrafts — unsecured of HK$10.5 million, accounts payable of HK$35.1 million, other payables and accrued charges of HK$195.9 million, deposits received of HK$21.8 million and tax payable of HK$1.5 million. A detailed explanation of the nature of accounts payable and other payables and accrued charges is contained in Note 17 to the Company’s audited consolidated financial statements included in this Form 20-F.

G. Safe Harbor

See “Note regarding forward-looking statements”.

Item 6 Directors, senior management and employees

A. Directors and senior management

Our board of directors consists of eight directors, three of whom, Mr. Lee Hon Ying, John, Dr. Chan Kin Man and Mr. Peh Jefferson Tun Lu, are independent non-executive directors and one of whom, Dr. ~~Cheung~~Cheng Mo Chi, Moses, is a non-executive director. The remaining four, Mr. Wong Wai Kay, Ricky, Mr. Cheung Chi Kin, Paul, Mr. Yeung Chu Kwong, William and Mr. Lai Ni Quiaque, are executive directors.

The following table sets forth certain information concerning our directors and senior management as of December ~~15, 2009.~~14, 2010.


										Date
				Date						joined
				joined City						City
Name	Age		Position	Telecom			Age		Position	Telecom
Board of directors:

WONG Wai Kay, Ricky		48	Chairman		1992			49	Executive Director and Chairman		1992

CHEUNG Chi Kin, Paul		52	Vice Chairman		1992			53	Executive Director and Vice Chairman		1992

YEUNG Chu Kwong, William		49	Executive Director and Chief Executive Officer		2005			50	Executive Director and Chief Executive Officer		2005

LAI Ni Quiaque		40	Executive Director, Chief Financial Officer, Company Secretary and Head of Talent Engagement		2004			41	Executive Director, Chief Financial Officer, Company Secretary and Head of Talent Engagement		2004

CHENG Mo Chi, Moses		59	Non-Executive Director		1997			60	Non-Executive Director		1997

LEE Hon Ying, John		63	Independent Non-Executive Director		1997			64	Independent Non-Executive Director		1997

CHAN Kin Man		50	Independent Non-Executive Director		1997			51	Independent Non-Executive Director		1997

PEH Jefferson Tun Lu		50	Independent Non-Executive Director		2004			51	Independent Non-Executive Director		2004

Senior management:
						��
CHONG Kin Chun, John		47	Managing Director of Corporate Division		1996			48	Managing Director of Corporate Division		1996

LO Sui Lun		45	Director of Corporate Affairs Department		1998			46	Director of Corporate Affairs Department		1998

TAM Ming Chit		44	Chief Technology Officer		2008			45	Chief Technology Officer		2008

TO Wai Bing		47	Managing Director of Business Development		2007			48	Managing Director of Business Development		2007

Executive directors

Mr. WONG Wai Kay, Ricky, aged ~~48,~~49, is the co-founder and Chairman of the Group. He is responsible for our overall strategic planning and management. Mr. Wong has over 2025 years’ experience in the telecommunications and computer industries. He had worked at a major US-listed computer company as a marketing representative and was responsible for marketing and distribution of computer products in Hong Kong from 1985 to 1989. He was also a co-founder and director of a company principally engaged in import and distribution of computer systems in Canada prior to co-founding of the Group. Mr. Wong holds a Bachelor’s Degree in Science and a Master of Business Administration Degree (Executive MBA Program) from The Chinese University of Hong Kong. He is a first cousin of Mr. Cheung Chi Kin, Paul, the Vice Chairman of the Group. Currently, Mr. Wong is a member of Zhejiang Committee, Chinese People’s Political Consultative Conference, a member of the Board of Trustees, United College, The Chinese University of Hong Kong and a member of the executive committee of the Digital Solidarity Fund of Hong Kong Council of Social Service.

Mr. CHEUNG Chi Kin, Paul, aged ~~52,~~53, is the co-founder and Vice Chairman of the Group. Mr. Cheung is responsible for overall strategic planning and management of the Group. Prior to that, Mr. Cheung was appointed as the Chief Executive Officer and was responsible for our day-to-day operations and technological research, development and support activities. Mr. Cheung has more than 2829 years’ experience in the telecommunications and computer industries. He had worked in several companies engaged in application software development and computer consultancy prior to co-founding of the Group. Mr. Cheung graduated with a Diploma of Advanced Programming and System Concepts Design from Herzing Institute, Canada. Mr. Cheung is a first cousin of Mr. Wong Wai Kay, Ricky, the Chairman of the Group.

Mr. YEUNG Chu Kwong, William, aged ~~49,~~50, was appointed as ~~the~~our Executive Director and Chief Executive Officer ~~of the Group~~ in November 2008 with the responsibilities for developing corporate strategies and overseeing the operations of the ~~entire~~ Group. Before that, Mr. Yeung joined the Group as Chief Operating Officer in October 2005. He was in charge of ~~our~~the Customer Engagement Department overseeing customer relationship management and was also in charge of ~~our~~the Network Development Department. Mr. Yeung has more than 1819 years’ experience in the telecommunications industry. Prior to joining the Group, Mr. Yeung was the Director of Customers Division in Smartone-Vodafone, the General Manager of Personal Communications and Retail Division in Tricom Telecom Limited, and was also an Inspector of Police in the Hong Kong Police Force. Mr. Yeung holds a Bachelor of Arts Degree from Hong Kong Baptist University, a Master of Business Administration Degree from University of Strathclyde, UKU.K. and a Master of Science Degree in Electronic Commerce and Internet Computing

from The University of Hong Kong. HeMr. Yeung is also a graduate of the Senior Executive Program of the Columbia University Graduate School of Business in New York.

Mr. LAI Ni Quiaque, aged ~~40,~~41, is the Chief Financial Officer, Company Secretary and Head of Talent ~~Engagement.~~Engagement of the Group. Mr. Lai joined the Group in May 2004. Mr. Lai has extensive experience in telecommunications industry, research and finance, being highly rated in this field. Prior to joining the Group, Mr. Lai was a Director and Head of Asia Telecom Research for Credit Suisse and was involved in global fund raisings for a wide range of Asian Telecom carriers such as China Mobile, China Telecom, China Unicom, China Netcom, SK Telecom, PCCW, Telekom Malaysia, etc. Before that, Mr. Lai held positions with Hongkong Telecom and Kleinwort Benson Securities (Asia). Mr. Lai holds a Bachelor of Commerce degree from the University of Western Australia and an Executive Master of Business Administration Degree from Kellogg-HKUST. Mr. Lai is a Fellow member of HKICPA and CPA Australia and is a Member of the Hong Kong Institute of Directors. Mr. Lai has also been appointed as a member of the Remuneration Committee of the Company.

Non-executive director

Dr. ~~Cheng~~CHENG Mo Chi, Moses, aged ~~59,~~60, was appointed as anthe Independent Non-executive Director of the Group since 17 June ~~17,~~ 1997 and has been re-designated as a Non-executive Director of the Group with effect from 30 September ~~30,~~ 2004. Dr. Cheng has also been appointed as a member of the Remuneration Committee of the Company. Dr. Cheng is a practicing solicitor and the senior partner of Messrs. P.C. Woo & ~~Co.. Dr. Cheng~~Co. and was a member of the Legislative Council of Hong Kong. He is the Founder Chairman of the Hong Kong Institute of Directors of which he is now the Honorary President and Chairman ~~Emeritus.~~Emeritus and the President of International Association of Practicing Lawyers. Dr. Cheng currently holds directorships in K. Wah International Holdings Limited, China COSCO Holdings Company Limited, China Mobile Limited, China Resources Enterprise, Limited, Towngas China Company Limited, Hong Kong Exchanges and Clearing Limited, Kader Holdings Company Limited, Liu Chong Hing Investment Limited, Guangdong Investment Limited and Tian An China Investments Company Limited, all being public listed companies in Hong Kong. Dr. Cheng is also an independent non-executive director of ARA Asset Management Limited, a company whose shares are listed on Singapore Exchange Limited. His other directorships in public listed companies in the last 3 years include Beijing Capital International Airport Company Limited, Galaxy Entertainment Group Limited and Shui On Construction and Materials Limited, all being public listed companies in Hong ~~Kong. He is also an independent non-executive director of~~Kong, and ARA ~~Assets~~Asset Management (Fortune) Limited ~~a company whose shares are listed on Singapore Exchange Limited, and an independent director of~~(formerly known as ARA ~~Assets~~Asset Management (Singapore) ~~Limited, which manages~~Limited), as the manager of Fortune Real Estate Investment Trust, a real estate investment trust listed on Singapore Exchange Limited.

Independent non-executive directors

Mr. LEE Hon Ying, John, aged ~~63,~~64, is the managing director of Cyber Networks Consultants Company in Hong Kong. He was the Regional Director, Asia Pacific of Northrop Grumman-Canada, Ltd. He was previously the director of network services of Digital Equipment (HK) Limited and prior to that, worked for Cable and Wireless (HK) Limited and Hong Kong Telecom. He is a chartered engineer and a member of ~~each of~~ Institution of Engineering and Technology, the United Kingdom, ~~and~~ the Hong Kong Institution of Engineers and the Hong Kong Computer Society. He received a Master’s Degree in Information System from The Hong Kong Polytechnic University in 1992. In addition, he is the ~~Territory Vice-president~~Vice President and Board Member of the Society of St. Vincent de Paul, ~~of Asia and Oceania,~~Council General, which is an international charity ~~body.~~body with its head office in Paris, France. He is the Commission member of Catholic Diocese of Hong Kong Diocesan for Hospital Pastoral Care. Mr. Lee has been a Director of the Group since June 1997. Mr. Lee is also the chairman of the Audit Committee and Remuneration Committee of the Company.

Dr. CHAN Kin Man, aged ~~50,~~51, is Director of Centre for Civil Society Studies and Associate Professor of the Department of Sociology of The Chinese University of Hong Kong. He received a Bachelor of Social Science Degree from The Chinese University of Hong Kong in 1983 and a Doctor of Philosophy Degree from Yale University in the U.S. in 1995. Dr. Chan has been a Director of the Group since June 1997. Dr. Chan has also been appointed as a member of the Audit Committee and Remuneration Committee of the Company.

Mr. PEH Jefferson Tun Lu, aged ~~50,~~51, is a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants and a Certified Practicing Accountant of CPA Australia. Mr. Peh holds a Master Degree in Business from the University of Technology, Sydney. He has over 2728 years of experience in finance, accounting and management from listed and private companies in Hong Kong and Australia. Mr. Peh has been a Director of the Group since September 2004. Mr. Peh has also been appointed as a member of the Audit Committee and Remuneration Committee of the Company.

Senior management

Mr. CHONG Kin Chun, John, aged ~~47,~~48, is the Managing Director of ~~the~~ Corporate Division of the Group. He is responsible for sales, servicing and network expansion development of the Group’s international telecommunications services and fixed telecommunications network services for business and corporate customers. Mr. Chong joined the Group in February 1996 and holds a Bachelor’s Degree in Arts from The University of Hong Kong. Mr. Chong worked as a general manager overseeing product management and the sales force of a listed telecommunications products company in Hong Kong from 1987 to 1996.

Mr. LO Sui Lun, aged ~~45,~~46, is the Director of Corporate Affairs Department of the Group. He is primarily responsible for regulatory and carrier relations matters of the Group. In addition, Mr. Lo is also responsible for overseeing the legal and company secretarial functions of the Group. Before taking up his current position, Mr. Lo was in charge of regulatory, carrier business, international business, network operation and network development for Hong Kong Broadband Network Limited, the wholly-owned subsidiary of the Company. Mr. Lo joined the Group in September 1998. Prior to that, Mr. Lo worked for PCCW (formerly known as “Hong Kong Telecom”) for 9 years, gaining experience in network planning and undersea cable investment. Mr. Lo holds a Bachelor’s Degree in Sciences in Electronics from The Chinese University of Hong Kong and a Master’s Degree in Business Administration from the University of Strathclyde, U.K.

Dr. TAM Ming Chit, aged ~~44,~~45, is the Chief Technology Officer of the Group. He is responsible for the Group’s network, information system development and operations including broadband networking, IPTV, wireless applications, as well as VoIP networks. Prior to joining the Group in 2008, Dr. Tam held various technical positions in various institutions in Hong Kong and overseas, such as Alcatel-Lucent, Citibank and SRA. He has over 1617 years of operational experience in the information technologies and ~~telecom industry.~~telecommunications industries. Dr. Tam holds a Bachelor of Science (Hons) in Computer Science from Imperial College, University of London, U.K. and a Doctor of Philosophy in Computer Science from the University of Pennsylvania, U.S.A.

Ms. TO Wai Bing, aged ~~47,~~48, is the Managing Director of Business Development of the Group. Ms. To is also in charge of International Business Department, Carrier Business Department and Pay TV Department. She is responsible for the control of cost of services, sales of carrier business, development of Pay TV business, explore and secure business partnerships to strengthen the Group’s business operations and development. Before joining the Group, Ms. To had worked in the Hong Kong Telecom Group for 16 years after graduating from The Hong Kong Polytechnic University with a Diploma in Electronic Engineering and subsequently a Higher Certificate in Electronic Engineering. Ms. To rejoined the Group in May 2007 after her previous service with the Group from September 1998 to July 2006.

B. Compensation

Directors’ and senior management’s compensation

Our directors and senior management receive compensation in the form of salaries, housing allowances, discretionary bonuses, other allowances and benefits in kind, including our contribution to the pension schemes for such individuals. We also granted share options to various directors and members of our senior management. For more information regarding share options granted to directors and members of our senior management, see Item 6 “Directors, senior management and employees — Share ownership” below in this annual report.

Our senior management and ~~employees~~Talents are entitled to receive an annual discretionary bonus based on their individual performance and our financial performance during the year in question.

The aggregate amount of salaries or other compensation, housing allowances, other allowances and benefits in kind paid by us to our directors and senior management was approximately HK$46.1 million for fiscal 2010, compared with HK$38.8 million for fiscal ~~2009, compared with HK$32.5 million for fiscal 2008.~~2009. The aggregate amount of contribution that we made to the retirement or similar benefits for our directors and members of our senior management was HK$2.7 million for fiscal 2010, compared with HK$2.6 million for fiscal ~~2009, compared with HK$2.4 million for fiscal 2008.~~2009.

Except as discussed herein, no other payments have been paid or are payable, in respect of fiscal ~~2009,~~2010, by us or any of our subsidiaries to our directors and senior management.

C. Board practices

Service contracts

We entered into service agreements with our four executive directors, ~~Messrs~~Messrs. Wong Wai Kay, Ricky, Cheung Chi Kin, Paul, Yeung Chu Kwong, William and Lai Ni Quiaque, respectively. These service agreements include non-competition clauses under which our executive directors agree not to compete with us in accordance with the terms and conditions therein and shall continue to be effective unless and until terminated by either party of the respective service agreements. None of the agreements provide for any benefits or compensation upon termination of employment.

“Controlled company” exemption

We are a “controlled company” within the meaning of Nasdaq Listing Rule 5615(c) and IM-5615-5. More than 50.0% of the ~~NASDAQ Marketplace Rules, since~~voting power for the election of our directors is held by a group consisting of Top Group International Limited, ~~holds more than 50%~~Mr. Wong Wai Kay, Ricky and Mr. Cheung Chi Kin, Paul. Mr. Wong and Mr. Cheung are the controlling shareholders of ~~our~~Top Group International Limited and have entered into a voting ~~power. As such, we are exempt~~agreement pursuant to which they agreed to vote all of the shares held by Top Group International Limited, representing 44.22% of the voting power, all of the shares held by Mr. Wong individually, representing 0.93% of the voting power, and all of the shares held by Mr. Cheung individually, representing 5.50% of the voting power, collectively as a group.

We have elected to rely on the exemption from the ~~NASDAQ Marketplace Rules~~majority independent board requirement, ~~that a majority~~as set forth in Nasdaq Listing Rule 5615(b), except for the requirements of ~~a company’s board~~subsection (b)(2), which pertain to executive sessions of ~~directors must qualify as~~ independent directors, ~~within the meaning of the NASDAQ Marketplace Rules. We are also exempt~~and from the ~~NASDAQ Marketplace~~requirement for independent director oversight of executive officer compensation and director nominations, as set forth in Nasdaq Listing Rules ~~requirement regarding nominations~~5605(d) and ~~remuneration.~~5605(e).

In accordance with the laws of Hong Kong, the nomination and remuneration of our directors are governed by our Articles of Association. Pursuant to our Articles of Association, our directors are appointed by our shareholders in the annual general meeting, and our directors’ fees are recommended by the remuneration committee of our board of directors and determined by our shareholders at the annual general ~~meeting~~meeting.

Audit committee

Our board of directors established an audit committee in March 1999 to ensure the impartial supervision of our accounting and business operations. The audit committee is comprised of three independent non-executive directors, namely, Mr. Lee Hon Ying, John (the Chairman of the audit committee), Dr. Chan Kin Man and Mr. Peh Jefferson Tun Lu. Mr. Peh was appointed to the audit committee on September 1, 2004 and is a “financial expert” within the meaning of, and as required by the U.S. Sarbanes-Oxley Act of 2002.

The audit committee is governed by an audit committee charter, which was adopted by our board of directors at a meeting held in August 2004. It is responsible for the following:

	•		overseeing the accounting and financial reporting process of the Company and the audits of the Company’s consolidated financial statements on behalf of the board of directors; and

	•		the appointment, compensation, retention and oversight of the work of the Company’s independent auditors (including resolution of disagreements between management and the auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company.

As provided in our audit committee charter, the audit committee is required to meet in person or telephonically at least twice a year and has the resources and authority appropriate to discharge its responsibilities as required by law, including the authority to engage independent counsel and other advisors as the audit committee deems necessary to carry out its duties.

The audit committee met four times in fiscal ~~2009.~~2010. The major works performed by the committee from September 1, ~~2008~~2009 to August 31, ~~2009~~2010 included the following:

-•

Reviewed ~~the Company’s~~our consolidated financial statements for the year ended August 31, ~~2008~~2009 and for the six months ended February 28, ~~2009;~~2010;

-
•		Reviewed the internal audit progress, including ~~the~~ procedures required for ~~the~~ compliance with the Sarbanes-Oxley Act;

-
•		Reviewed the external auditor’s report on the review of ~~the Company’s~~our interim financial report for the six months ended February 28, ~~2009~~2010 and ~~the Company’s~~our audited consolidated financial statements for the year ended August 31, ~~2008;~~2009; and

-
•		Pre-approved the audit and non-audit services provided by KPMG, ~~the Company’s~~our external auditor.

Remuneration committee

Our board of directors established a remuneration committee in August 2001 to oversee the Company’s remuneration packages for executive directors. Among others, each of our executive directors is entitled to receive an annual discretionary bonus of such amount as determined by the board of directors upon recommendation and approval by the remuneration committee. The remuneration committee is comprised of six members with three independent non-executive directors, Mr. Lee Hon Ying, John, Dr. Chan Kin Man and Mr. Peh Jefferson Tun Lu, the non-executive director, Dr. Cheng Mo Chi, Moses, Mr. Lai Ni Quiaque, the executive director, Chief Financial Officer, Company Secretary and Head of Talent Engagement and our director of Talent Management. The remuneration committee’s objectives are set out as follows:

Establish formal, fair and transparent procedures for developing policy and structure of all remuneration of directors and senior management.

-•		Review and consider the Company’s policy for remuneration of directors and senior management.

-•		Recommend the remuneration packages of non-executive directors (including independent non-executive directors).

The remuneration committee held one meeting during fiscal ~~2009.~~2010. The major works performed by the committee from September 1, ~~2008~~2009 to August 31, ~~2009~~2010 included the following:

-•		Reviewed and approved the ~~proposed~~ discretionary performance bonus for the management committee members;

-•		Reviewed and approved the remuneration packages for management committee members; and

-•		Reviewed and approved the remuneration packages for the directors.

D. Employees

The following table sets forth the number of our ~~employees~~Talents by functional area as of August 31, ~~2009.~~2010.


	~~Employees~~Talents
Information technology and engineering		~~437~~363
Sales and marketing, customer service and “Special Duty Unit”, or SDU		~~2,433~~2,499
General administration and others		~~303~~370


Total		~~3,173~~3,232

The following table sets forth the number of our ~~employees~~Talents by geographical region as of August 31, ~~2009.~~2010.


	~~Employees~~Talents
Hong Kong		~~1,633~~1,593
Guangzhou		~~1,520~~1,620
Canada		2019


Total		~~3,173~~3,232

As of August 31, 2008, 2009 and ~~2009,~~2010, we had 3,051, 3,173 and ~~3,173 employees,~~3,232 Talents, respectively. The increase in our total number of ~~employees~~Talents in fiscal ~~2009~~2010 was mainly due to the expansion in our FTNS business.

E. Share ownership

Share ownership

The following table sets forth the share ownership of our directors and senior management as of December ~~15, 2009.~~14, 2010.

Number

Percentage

Number

Percentage

of shares

Outstanding

beneficially

Outstanding

Identity of person

beneficially

share

Identity of person

owned

owned(note 3)

share

Title of class

or Group

owned

options

or Group

(note 4)

options

(note 4)

(note 3)

Ordinary shares

Wong Wai Kay, Ricky

346,959,573
(note 1)

51.05

8,091,604

Wong Wai Kay, Ricky

389,245,732
(note 1)

50.66

8,091,604

Ordinary shares

Cheung Chi Kin, Paul

382,100,443
(note 2)

56.22

8,091,604

Cheung Chi Kin, Paul

389,245,732
(note 1)

50.66

8,091,604

Ordinary shares

Yeung Chu Kwong, William

3,000,000

Less than 1.0

7,062,956

Yeung Chu Kwong, William

2,306,000

Less than 1.0

11,542,956

Ordinary shares

Lai Ni Quiaque

10,392,506

1.53

8,067,690

Lai Ni Quiaque

12,415,405

1.62

6,044,791

Ordinary shares

Chong Kin Chun, John

2,777,089

Less than 1.0

2,022,900

Ordinary shares

Lo Sui Lun

Nil

2,022,901

Ordinary shares

Tam Ming Chit

Nil

1,007,465

Ordinary shares

To Wai Bing

Nil

1,007,465

Number Percentage
of shares of shares
beneficially beneficially Outstanding
Identity of person owned owned(note 3) share
Title of class or Group (note 4) % options
Ordinary shares Chong Kin Chun, John 2,777,089 Less than 1.0 2,022,900

Ordinary shares Lo Sui Lun Nil Nil 1,638,901

Ordinary shares Tam Ming Chit Nil Nil 629,665

Ordinary shares To Wai Bing Nil Nil 302,239


Notes:

(1)		~~Of the 346,959,573 shares, 339,814,284~~The 389,245,732 shares are ~~beneficially owned through Mr Wong’s 42.12 % interest in~~held by a group consisting of Top Group International Limited, orMr. Wong Wai Kay, Ricky, our chairman, and Mr. Cheung Chi Kin, Paul, our vice chairman, Top Group International Limited is a special purpose vehicle incorporated in the British Virgin Islands. Its board of directors consists of Mr. Wong and Mr. Cheung. Mr. Wong and Mr. Cheung have entered into a voting agreement pursuant to which they agreed to vote the 339,814,284 shares held by Top Group International Limited, the 7,145,289 shares held by Mr. Wong individually, and the 42,286,159 shares held by Mr. Cheung individually, collectively as a group. The registered address of Top Group International Limited is Akara Bldg, 24 De Castro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands. Top Group International Limited has four shareholders: Mr. Wong, Mr. Cheung, Mr. Leung Ka Pak, and Mr. Yau Ming Yan, Andrew, and their equity interests are ~~owned directly by Mr Wong.~~42.12%, 27.06%, 21.00% and 9.82%, respectively.

(2)		~~Of the 382,100,443~~Percentage ownership is based on 768,410,429 shares 339,814,284 shares are beneficially owned through Mr Cheung’s 27.06% interest in Top Group, 17,361,820 shares are owned directly by Mr. Cheung and 24,924,339 shares are beneficially owned through Mr. Cheung’s 50% interest in Worship Limited.issued as of December 14, 2010.

(3)		~~Percentage ownership is based on 679,594,047 shares issued as of December 15, 2009.~~

~~(4)~~		Beneficial ownership is determined in accordance with the rules of the SEC.

4049

Item 6 Directors, senior management and employees (continued)

Share ownership (continued)

The following table sets forth the share options for the details of the share options held by the directors and senior management of the Company as at December ~~15, 2009:~~14, 2010:

Adjustment
Options to number Options Options
Balance granted of options exercised cancelled/ Balance
as at during for 2008 during lapsed as at
Date of Exercise January 9, the Exercise Final the during December 15,
grant price 2009 period period dividend period the period 2009
(note 1)
HK$
Directors
Mr. Wong Wai Kay, Ricky January 5, 2005 1.5224
(note 4) 8,053,478 — January 5, 2005 to October 20, 2014 38,126 — — 8,091,604

May 22, 2006 0.6523
(note 5) 6,040,108 — May 22, 2007 to May 21, 2016 28,593 6,068,701 — —

Mr. Cheung Chi Kin, Paul January 5, 2005 1.5224
(note 4) 8,053,478 — January 5, 2005 to October 20, 2014 38,126 — — 8,091,604

May 22, 2006 0.6523
(note 5) 6,040,108 — May 22, 2007 to May 21, 2016 28,593 6,068,701 — —

Mr. Yeung Chu Kwong, William May 22, 2006 0.6523
(note 5) 1,013,369 — May 22, 2007 to May 21, 2016 4,796 — — 1,018,165

February 6, 2008 1.7568
(note 6) 6,016,309 — (note 2) 28,482 — — 6,044,791

Mr. Lai Ni Quiaque May 22, 2006 0.6523
(note 5) 2,013,369 — May 22, 2007 to May 21, 2016 9,530 — — 2,022,899

February 11, 2008 1.8660
(note 7) 6,016,309 — (note 3) 28,482 — — 6,044,791

Senior management

Mr. Chong Kin Chun, John October 21, 2004 1.5224
(note 4) 2,013,368 — January 1, 2005 to October 20, 2014 9,532 — — 2,022,900

May 22, 2006 0.6523
(note 5) 503,342 — May 22, 2007 to May 21, 2016 2,383 505,725 — —

Mr. Lo Sui Lun October 21, 2004 1.5224
(note 4) 503,343 — January 1, 2005 to October 20, 2014 2,383 — — 505,726

May 22, 2006 0.6523
(note 5) 1,510,026 — May 22, 2007 to May 21, 2016 7,149 — — 1,517,175

Dr. Tam Ming Chit May 2, 2008 1.7866
(note 8) 1,002,718 — (note 2) 4,747 — — 1,007,465

Ms. To Wai Bing February 15, 2008 1.7568
(note 6) 1,002,718 — (note 2) 4,747 — — 1,007,465

~~Item 6 Directors, senior management and employees (continued)~~

~~Share ownership (continued)~~

Options Options Options
Balance granted exercised cancelled/ Balance
Exercise as at during during lapsed as at
Date of price December 15, the Exercise the during December 14,
Directors grant HK$ 2009 period period period the period 2010
Mr. Wong Wai Kay, Ricky January 5, 2005 1.5224 8,091,604 — January 5, 2005 to October 20, 2014 — — 8,091,604
Mr. Cheung Chi Kin, Paul January 5, 2005 1.5224 8,091,604 — January 5, 2005 to October 20, 2014 — — 8,091,604
Mr. Yeung Chu Kwong, William May 22, 2006 0.6523 1,018,165 — May 22, 2007 to May 21, 2016 1,018,000 — 165
February 6, 2008 1.7568 6,044,791 — (note 1) 502,000 — 5,542,791
February 5, 2010 4.2400 — 6,000,000 (note 2) — — 6,000,000
Mr. Lai Ni Quiaque May 22, 2006 0.6523 2,022,899 — May 22, 2007 to May 21, 2016 2,022,899 — —
February 11, 2008 1.8660 6,044,791 — (note 3) — — 6,044,791
Senior management

Mr. Chong Kin Chun, John October 21, 2004 1.5224 2,022,900 — January 1, 2005 to October 20, 2014 — — 2,022,900
Mr. Lo Sui Lun October 21, 2004 1.5224 505,726 — January 1, 2005 to October 20, 2014 — — 505,726
May 22, 2006 0.6523 1,517,175 — May 22, 2007 to May 21, 2016 384,000 — 1,133,175
Dr. Tam Ming Chit May 2, 2008 1.7866 1,007,465 — (note 4) 377,800 — 629,665
Ms. To Wai Bing February 15, 2008 1.7568 1,007,465 — (note 4) 705,226 — 302,239


Notes:

(1)		~~As a result of allotment of 12,212,142 new shares to shareholders of the Company who elected to receive the 2008 Final Dividend in shares on February 25, 2009, the~~The exercise price of and the number of share subject to the 60,299,426 share options outstanding on December 19, 2008 (being the Record Date for determining the entitlement of 2008 Final Dividend) were adjusted pursuant to the 2002 Share Option Scheme with effect from February 25, 2009. The closing price per share immediately before the date of the grant of the Options ~~was HK$0.88.~~is subject to certain conditions that must be achieved by the grantee. During the year ended August 31, 2010, one of the clauses in the option agreement has been modified. The Options shall be exercised not later than December 23, 2012.

(2)		The exercise of the Options is subject to certain conditions that must be achieved by the ~~grantees.~~grantee. The Options shall be exercised not later than ~~December 23, 2012.~~February 4, 2020.

(3)		The exercise of the Options is subject to the performance of the Company’s ~~share.~~share and certain conditions that must be achieved by the grantee. During the year ended August 31, 2010, one of the clauses in the option agreement has been modified. The Options shall be exercised not later than December 23, 2012.


(4)		~~Exercise price~~The exercise of the ~~share options was adjusted from HK$1.5297~~Options is subject to ~~HK$1.5224 per ordinary share as a result of our payment of~~certain conditions that must be advanced by the ~~2008 Final Dividend (see note 1).~~

~~(5)~~		~~Exercise price of the share options was adjusted from HK$0.6554 to HK$0.6523 per ordinary share as a result of our payment of the 2008 Final Dividend (see note 1).~~

~~(6)~~		~~Exercise price of the share options was adjusted from HK$1.7652 to HK$1.7568 per ordinary share as a result of our payment of the 2008 Final Dividend (see note 1).~~

~~(7)~~		~~Exercise price of the share options was adjusted from HK$1.8749 to HK$1.8660 per ordinary share as a result of our payment of the 2008 Final Dividend (see note 1).~~

~~(8)~~		~~Exercise price of the share options was adjusted from HK$1.7951 to HK$1.7866 per ordinary share as a result of our payment of the 2008 Final Dividend (see note 1).~~grantees. The Options shall be exercised not later than December 23, 2012.

All shareholders own ordinary shares and enjoy the same voting rights with respect to each share.

Share Option Schemes

We adopted a second share option scheme, which we refer to as the 2002 Share Option Scheme, on December 23, 2002 and terminated the share option scheme adopted on July 12, 1997, which we refer to as the 1997 Share Option Scheme. Upon termination of the 1997 Share Option Scheme, no further options can be granted under the 1997 Share Option Scheme. Options granted under the 1997 Share Option Scheme that are not exercised lapsed automatically on July 12, 2007. Under the terms of the 2002 Share Option Scheme, our board of directors may, in its discretion from time to time, and subject to such conditions as the board may determine, within ten years beginning on December 23, 2002, grant any ~~employee~~Talent or executive or officer of the Company or any of its subsidiaries (including executive, non-executive and independent non-executive directors of each of the abovementioned companies) and any suppliers or professional advisers who will or have provided services to the Company and/or its subsidiaries to subscribe for our ordinary shares.

The maximum number of ordinary shares which may be issued upon exercise of all options to be granted under our 2002 Share Option Scheme and any of our other share option scheme(s) must not exceed 10% of the ordinary shares in issue as of the date of approval or adoption of the scheme by the shareholders on December 23, 2002. Ordinary shares which would have been issuable pursuant to options which have lapsed in accordance with the terms of such share option schemes will not be counted for the purpose of the 10% limit. Such limit may be refreshed upon approval by shareholders and compliance with all requirements under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, which we refer to as the Listing Rules. Pursuant thereto, such limit was refreshed with the approval of our shareholders in our annual general meeting held on December 24, 2007 up to a maximum limit equal to 10% of our total number of issued shares as at December 24, 2007. Notwithstanding the foregoing, the number of ordinary shares which may be issued upon exercise of all outstanding options granted and yet to be exercised under our 2002 Share Option Scheme and any of our other share option scheme(s) at any time shall not exceed 30% of the total number of ordinary shares in issue from time to time.

The total number of ordinary shares issued and which may be issued upon exercise in full of the options granted under our 2002 Share Option Scheme and any of our other share option scheme(s) (including exercised, cancelled and outstanding options) to each eligible participant in any 12-month period up to and including the date of grant shall not exceed 1% of the outstanding ordinary shares as at the date of grant. Any further grant of options in excess of this 1% limit must be approved by shareholders.

The subscription price for an ordinary share payable by a participant upon the exercise of any option granted under the 2002 Share Option Scheme will be determined by the Board in its absolute discretion, except that such price will not be less than the highest of (a) the closing price of the ordinary shares as stated in The Stock Exchange of Hong Kong Limited’s daily quotations sheet on the date of grant, which must be a business day; (b) the average of the closing prices of the ordinary shares as stated in The Stock Exchange of Hong Kong Limited’s daily quotations sheets for the 5 business days immediately preceding the date of grant; and (c) the nominal value of an ordinary share.

Any grant of options to any of our directors, chief executives or substantial shareholders or any of their respective associates (as defined in the Listing Rules) is required to be approved by our non-grantee independent non-executive directors. If we propose to grant options to a substantial shareholder or any of its independent non-executive directors, or their respective associates, which will result in the number of ordinary shares issued and to be issued upon exercise of options granted and to be granted under our 2002 Share Option Scheme and any of our other share option scheme(s) (including options exercised, cancelled and outstanding) to such person in the 12-month period up to and including the date of such grant (a) representing in aggregate over 0.1% of the outstanding ordinary shares; and (b) having an aggregate value in excess of HK$5 million, based on the closing price of the ordinary shares at the date of each grant, such further grant of options will be subject to approval by shareholders and all requirements under the Listing Rules.

A grant of options may not be made after a price sensitive event has occurred or a price sensitive matter has been the subject of a decision until such price sensitive information, including annual and interim results, has been made public.

The period during which an option may be exercised will be determined by our board of directors in its absolute discretion, except that no option may be exercised later than ten years from the date of grant. No option may be granted more than ten years after December 23, 2002. Subject to our earlier termination, the 2002 Share Option Scheme shall be valid and effective for a period of ten years after the date of adoption, that is, until December 23, 2012. In addition and to the extent not already exercised, an option will automatically lapse and not be exercisable upon the occurrence of any of the following events:

(a)		the expiry date relevant to that option;

(b)		one month following the date a grantee ceases to be an eligible participant for any reason other than death or termination of his relationship with us (or the relevant subsidiary, as the case may be) on any of the grounds specified in (g) below;

(c)		12 months, or such longer period as the Board may determine, following the death of a grantee whose relationship with us (or the relevant subsidiary, as the case may be) would not have been terminated on any of the grounds specified in (g) below;

(d)		21 days following the date an effective resolution is passed for our voluntary winding-up;

(e)		subject to (d) above, the date of commencement of such winding-up;

(f)		the date on which any compromise or arrangement between us and our members or creditors in connection with a scheme for our reconstruction or our amalgamation with any other company or companies becomes effective;

(g)		the date on which the grantee ceases to be an eligible participant by reason of the termination of his or her relationship with us or the relevant subsidiary on any one or more of the grounds of serious misconduct or breach, bankruptcy, insolvency, composition with his or her creditors or conviction of any criminal offence involving his or her integrity or honesty or, in the case of a ~~grantee-employee~~grantee-Talent and if so determined by the Board, on any other common law, statutory or contractual ground on which an employer would be entitled to terminate such grantee’s employment;

(h)		14 days following the date a general offer (which has been made to shareholders by way of take-over offer, share repurchase offer or scheme of arrangement or otherwise in like manner) becomes, or is declared unconstitutional; and

(i)		the date on which we cancel the options by reason that the grantee in any way sells, transfers, charges, mortgages, encumbers or creates any interest in ~~favour~~favor of any third party over or in relation to any of his or her options or attempt to do so.

As of December ~~15, 2009,~~14, 2010, a total number of ~~90,247,857~~96,247,857 options were granted, ~~32,792,350~~41,108,732 options were exercised, 13,902,353 options were lapsed and ~~43,553,154~~41,236,772 options remain outstanding and unexercised. Total number of ~~50,619,336~~44,619,336 options are available for issue as of December ~~15, 2009.~~14, 2010.

Item 7 Major shareholders and related party ~~transactions~~transaction

A. Major shareholders

The following table sets forth certain information regarding ownership of our ordinary shares as of December ~~15, 2009~~14, 2010 by all persons who are known to us to own beneficially 5% or more of our ordinary shares.

Percentages
of shares
Identity of person Beneficially beneficially
Title of class or Group owned owned
(note 5) (note 1)
%
Ordinary shares Wong Wai Kay, Ricky 346,959,573
(note 2) 51.05

Ordinary shares Cheung Chi Kin, Paul 382,100,443
(note 3) 56.22

Ordinary shares Top Group International Limited 339,814,284 50.00

Ordinary shares Leung Ka Pak 339,814,284
(note 4) 50.00

Ordinary shares Yau Ming Yan, Andrew 339,814,284
(note 4) 50.00
Percentages
of shares
Beneficially
beneficially owned
Identity of person owned (note 1)
Title of class or Group (note 4) %
Ordinary shares Wong Wai Kay, Ricky 389,245,732 (note 2) 50.66
Ordinary shares Cheung Chi Kin, Paul 389,245,732 (note 2) 50.66
Ordinary shares Top Group International Limited 389,245,732 (note 2) 50.66
Ordinary shares Leung Ka Pak 339,814,284 (note 3) 44.22
Ordinary shares Yau Ming Yan, Andrew 339,814,284 (note 3) 44.22


Notes:

(1)		Percentage ownership is based on ~~679,594,047~~768,410,429 shares issued as of December ~~15, 2009.~~14, 2010.

(2)		~~Of the 346,959,573 shares, 339,814,284~~The 389,245,732 shares are ~~beneficially owned through Mr. Wong’s 42.12 % interest in~~held by a group consisting of Top Group International Limited, or Top Group, and 7,145,289 shares are owned directly by him. Top Group International Limited, Top Group is a holding company incorporated in British Virgin Islands with no active operations. Top Group has two directors, Mr. Wong Wai


		Kay, Ricky, our chairman, and Mr. Cheung Chi Kin, Paul, ~~who are~~ our ~~chairman and~~ vice chairman, ~~respectively. They are two~~Top Group is a special purpose vehicle incorporated in the British Virgin Islands, and its board of ~~shareholders~~directors consists of Mr. Wong and Mr. Cheung. Mr. Wong and Mr. Cheung have entered into a voting agreement pursuant to which they agreed to vote the 339,814,284 shares held by Top Group International Limited, the 7,145,289 shares held by Mr. Wong individually, and the 42,286,159 shares held by Mr. Cheung individually, collectively as a group. The registered address of Top ~~Group.~~Group International Limited is Akara Bldg, 24 De Castro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands. Top Group International Limited has four shareholders: Mr. Wong, Mr. Cheung, Mr. Leung Ka Pak, and Mr. Yau Ming Yan, Andrew (See Note (3) below), and their equity interests are ~~the two other shareholders of Top Group.~~42.12%, 27.06%, 21.00% and 9.82%, respectively.

(3)		Of the 382,100,443 shares, 339,814,284 shares are beneficially owned through Mr. Cheung’s 27.06% interest in Top Group, 17,361,820 shares are owned directly by Mr. Cheung and 24,924,339 shares are beneficially owned through Mr. Cheung’s 50% interest in Worship Limited.

~~(4)~~		~~The 339,814,284 shares are beneficially owned through Mr. Leung’s 21.00% and Mr. Yau’s 9.82% interest in Top Group.~~ Mr. Leung Ka Pak and Mr. Yau Ming Yan, Andrew may be deemed to have beneficial ownership in the 339,814,284 shares held by Top Group International Limited. Each of them expressly disclaims any beneficial ownership in such shares except to the extent of their respective pecuniary interest therein. Mr. Leung was a director and the president of all of ~~the Company’s~~our subsidiaries in Canada (other than City Telecom (Canada) Inc.)~~. He~~ and resigned as a director and president in October 2005. After Mr. ~~Leung resigned,~~Leung’s resignation, Mr. Yau ~~Ying Yan, Andrew was~~became a director and the president of all of our subsidiaries in Canada (other than City Telecom (Canada) Inc.). He resigned as a director and president in July 2006.

~~(5)~~(4)		Beneficial ownership is determined in accordance with the rules of the SEC.

As of December ~~15, 2009,~~14, 2010, there were 1314 registered holders of ~~3,295,700~~11,046,440 American Depositary Shares in the United States, consisting of ~~9.70%~~28.75% of our outstanding shares.

All shareholders own ordinary shares and enjoy the same voting rights with respect to each share.

Except as disclosed above, we are not directly or indirectly owned or controlled by any other person, corporation or foreign government.

We are not aware of any arrangement the operation of which may at a subsequent date result in a change of control of City Telecom.

B. Related party transactions

For the period since the beginning of our preceding three financial years up to the date of this document, we were a party to the following related party transactions.

Contracts with our directors and senior management

All of our directors and senior management have employment service agreements with us. Certain of our directors and senior management receive housing allowances, pensions, bonuses and commissions. In addition, some of our directors are also senior management of City Telecom and these persons may also have the ability to make significant business decisions effecting our operations. See Item 6 “Directors and senior management” above of this annual report for details concerning these arrangements.

C. Interests of experts and counsel

Not applicable.

Item 8 Financial information

A. Consolidated statements and other financial information

Financial statements

See pages F-1 ~~– F-51~~— F-64 following Item 19.

Legal and regulatory proceedings

We are currently involved in a material legal or regulatory proceeding relating to Fixed Mobile Interconnection Charges, or FMIC, as described below:

In February 2008, our wholly owned subsidiary, HKBN, requested the Telecommunications Authority to make a determination, pursuant to section 36A of the Telecommunications Ordinance (Cap 106), in respect of the level of fixed-mobile interconnection charge, or FMIC, to be paid by four mobile operators including China Mobile Hong Kong Company Limited, CSL Limited, Hutchison Telephone Company Limited, and SmarTone Mobile Communications Limited on the rate of FMIC and the interest thereon. This FMIC is paid by a mobile network operator to the interconnecting fixed network operator for telephony traffic both from a fixed line to a mobile phone and from a mobile phone to a fixed line. In September 2008, the Telecommunications Authority indicated that it accepted HKBN’s request for determination and on November 25, 2009 issued its Preliminary Analysis for the parties’ comments. ~~The determination proceedings will progress into~~In May 2010, the Telecommunications Authority issued its decision on the 2008 Determination which set out the rates of mobile interconnection charges payable by the mobile operators under dispute. Based on the

2008 Determination, we reversed approximately HK$19.7 million revenue related to mobile interconnection charges and recognized approximately HK$10.1 million interest income during the year ended August 31, 2010.

Dividends

Unless the relevant provisions of the Hong Kong Companies Ordinance require otherwise, we may by ordinary resolution (being a resolution passed by a majority of our shareholders who attend and vote at a meeting of shareholders) from time to time declare dividends, but no dividend shall exceed the amount recommended by our board of directors. Our Articles contain provisions on apportioning dividends where shares are not or were not fully paid for during the period covered by the dividend.

Unless the relevant provisions of the Hong Kong Companies Ordinance require otherwise, our board of directors may pay such interim dividends as appears to them to be justified by our financial position and pay any dividend payable at a fixed rate at intervals decided upon by our board of directors, whatever our financial position, if the board of directors feels that this payment is justified.

Any dividend not claimed by a shareholder after a period of six years from the date when it was first due to be paid shall be forfeited and shall revert to us. The payment by our board of directors of any unclaimed dividend, interest or other sum payable on or in respect of a share into a separate account shall not make us responsible as a trustee for such sums.

For fiscal ~~2009,~~2010, an interim dividend was declared at ~~HK3~~HK6.5 cents per ordinary share. The total amount of HK$~~19,904,437.98~~49,724,827.45 was paid as cash dividend on ~~June 26, 2009.~~July 25, 2010.

A final dividend of ~~HK16~~HK13.5 cents per ordinary share was proposed on November ~~5, 2009,~~9, 2010, which ~~was subsequently~~will be approved by shareholders in the annual general meeting to be held on December ~~18, 2009.~~21, 2010. The ~~2009 Final Dividend~~2010 final dividend will be paid on or about ~~December 30, 2009.~~January 5, 2011.

B. Significant changes

None.

Item 9 The offer and listing

A. Offer and listing details

Our ordinary shares have been listed under the number “1137” on The Stock Exchange of Hong Kong Limited, or the HKSE, since August 4, 1997. Our American depositary shares, each representing 20 ordinary shares, have been listed under the symbol “CTEL” on Nasdaq since November 3, 1999. Our 10-year senior notes were listed under the ISIN codes of US178677AA87 and USY16599AA30 on the Singapore Exchange Securities Trading Limited, or SGX-ST, on January 24, 2005. The 10-year senior notes were subsequently exchanged for registered notes with ISIN code US178677AB60 pursuant to a registration statement under the U.S. Securities Act of 1933 on June 24, 2005.

On December 4, 2009, we repurchased a portion of the 10-year senior notes with a cumulative principal amount of HK$11.6 million (US$1.5 million) from the open market. We paid a total consideration, including accrued interest, of approximately HK$12.1 million (US$1.6 million). On February 1, 2010, we redeemed the then outstanding 10-year senior notes with a cumulative principal amount of HK$153.9 million (US$19.9 million) at the redemption price equal to 104.375% of the principal amount. We paid a total consideration, including accrued interest, of approximately HK$167.6 million (US$21.6 million). As of August 31, 2010, all the 10-year senior notes has been repurchased and redeemed.

In April 2010, we offered an aggregate of 4,025,000 ADSs representing 80,500,000 ordinary shares at the offer price of US$13.00 per ADS. The proceeds we received, after deduction of underwriters’ discount but before deduction of offering expenses, amounted to US$49.8 million.

The price of our ordinary shares on the HKSE as of its close of trading on December ~~15, 2009~~14, 2010 was HK$~~3.590~~5.78 per share. The table below shows the high and low closing prices of the shares on the HKSE since listing.


	Price				Price
	High		Low		High		Low
	(In HK$)				(In HK$)
2004		2.975		1.310
Annual Date
2005		1.530		0.550		1.530		0.550
2006		0.830		0.570		0.830		0.570
2007		3.670		0.830		3.670		0.830
2008						2.170		0.750
2009						3.950		2.500

4554


	Price				Price
	High		Low		High		Low
	(In HK$)				(In HK$)
2008		2.170		0.750

2007

January to March		1.560		0.830
April to June		2.200		1.250
July to September		2.120		1.780
October to December		3.670		1.930

Quarterly Data
2008

January to March		2.170		1.620		2.170		1.620
April to June		2.090		1.670		2.090		1.670
July to September		1.950		1.340		1.950		1.340
October to December		1.360		0.750		1.360		0.750

2009

January to March		1.140		0.840		1.140		0.840
April to June		1.780		1.100		1.780		1.100
July to September		2.630		1.630		2.630		1.630
October to December (through December 15, 2009)	3.950		2.500
October to December						3.950		2.500

2009
2010

January to March						6.210		3.800
April to June						6.770		4.420
July to September						5.200		3.690
October to December (through December 14, 2010)						6.200		4.800

Monthly Data
2010

June		1.780		1.610		5.280		4.420
July		1.860		1.630		4.560		3.690
August		2.070		1.850		4.570		4.010
September		2.630		2.030		5.200		4.720
October		2.880		2.550		5.270		4.800
November	3.920		2.500			6.200		5.000
December (through December 15, 2009)	3.950		3.440
December (through December 14, 2010)						5.960		5.740

The price of our American depositary shares on Nasdaq as of its close of trading on December ~~15, 2009~~14, 2010 was US$~~9.249~~14.480 per American depositary share. The table below shows the high and low closing prices of the American depositary shares on Nasdaq since listing.


	Price				Price
	High		Low		High		Low
	(In US$)				(In US$)
2004		7.720		3.320
Annual Date
2005		3.980		1.370		3.980		1.370
2006		2.009		1.380		2.009		1.380
2007		10.750		2.010		10.750		2.010
2008		5.750		1.915		5.750		1.915
2009						10.300		2.000

2007

January to March		4.350		2.010
April to June		5.830		3.100
July to September		5.600		4,050
October to December		10.750		4.830

Quarterly Data
2008

January to March		5.580		4.250		5.580		4.250
April to June		5.750		4.370		5.750		4.370
July to September		4.910		2.950		4.910		2.950
October to December		3.380		1.915		3.380		1.915

2009

January to March		2.870		2.000
April to June		4.650		2.870
July to September		7.023		4.050
October to December (through December 15, 2009)	10.300		6.610

2009

June		4.650		4.010
July		4.830		4.050

4655


	Price				Price
	High		Low		High		Low
	(In US$)				(In US$)
2009

January to March						2.870		2.000
April to June						4.650		2.870
July to September						7.023		4.050
October to December						10.300		6.610

2010

January to March						16.180		10.150
April to June						17.330		11.340
July to September						13.500		9.670
October to December(through December 14, 2010)						15.980		12.500

Monthly Data
2010

June						13.460		11.340
July						11.850		9.6700
August		5.240		4.560		11.980		10.200
September		7.023		5.290		13.500		12.450
October		7.750		6.750		13.620		12.500
November	10.000		6.610			15.980		12.770
December (through December 15, 2009)	10.300		8.800
December (through December 14, 2010)						15.650		14.480

B. Plan of distribution

Not applicable.

C. Markets

See Item 9A above.

D. Selling shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the issue

Not applicable.

Item 10 Additional information

A. Share capital

Not applicable.

B. Memorandum and Articles of Association

Described below is a summary of certain provisions of our existing Memorandum and Articles of Association (the “Articles”) and, where relevant, the Hong Kong Companies Ordinance. As this is a summary, it does not contain all the information that may be important to you. You should therefore read our complete Articles if you would like additional information, which were filed with the U.S. Securities and Exchange Commission as an exhibit 1 to the annual report on Form 20-F for fiscal 2005 and is incorporated by reference herein.

General

City Telecom was incorporated in Hong Kong on May 19, 1992 under the Hong Kong Companies Ordinance. Clause 3 of the Memorandum of Association states that the Company’s objects are to carry on the business of telecommunications services in addition to various other related and unrelated business activities.

Directors’ interests

A director shall not vote on, or be counted in the quorum in relation to, any resolution of our board of directors in respect of any contract in which the director or any of his associate(s) (within the meaning of the Listing Rules) has a material interest. This prohibition shall not apply to the following:

(a)

the giving of any security or indemnity to him or his associates(s) in respect of money lent or obligations incurred or undertaken by him or any of them at the request of or for the benefit of the Company or any of its subsidiaries;


(b)		the giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which he or his associate(s) has himself/themselves assumed responsibility in whole or in part and whether alone or jointly under a guarantee or indemnity or by the giving of security;


(c)		any proposal concerning an offer of shares, debentures or other securities of or by the Company or any other company which the Company may promote or be interested in for subscription or purchase in which offer he or his associate(s) is/are or is/are to be interested as a participant in the underwriting or sub-underwriting thereof;


(d)		any proposal concerning any other company in which he or his associate(s) is/are interested only, whether directly or indirectly, as an officer, executive or shareholder or in which he or his associate(s) is/are beneficially interested in shares of that Company, provided that he and any of his associate(s) are not in aggregate beneficially interested in five per cent or more of the issued shares of any class of such Company (or of any third company through which his interest or that of his associate(s) is derived) or of the voting rights;


(e)		any proposal or arrangement concerning the benefit of ~~employees~~Talents of the Company or its subsidiaries, including the adoption, modification or operation of any ~~employees’~~Talents’ share scheme or any share incentive or share option scheme under which the director or his associate(s) may benefit;


(f)		any proposal or arrangement concerning the benefit of ~~employees~~Talents of the Company or its subsidiaries, including the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme which relates both to directors (or his associate(s)) and ~~employees~~Talents of the Company or any of its subsidiaries and does not provide in respect of any director or his associate(s), as such any privilege or advantage not generally accorded to the class of persons to which such scheme or fund relates; and


(g)		any contract or arrangement in which he or his associate(s) is/are interested in the same manner as other holders of shares or debentures or other securities of the Company by virtue only of his/their interest in shares or debentures or other securities of the Company.

Additionally, there is no shareholding qualification required to be a director.

Dividends

In accordance with our Articles, we may by ordinary resolution (being a resolution passed by a majority of those votes cast by the shareholders who attend and vote at a general meeting) from time to time declare dividends, but no dividend shall exceed the amount recommended by our board of directors. Our Articles contain provisions on apportioning dividends according to the amounts paid up on the shares in respect of which dividend is paid under pro rata basis during the period covered by the dividend.

In accordance with our Articles, our board of directors may pay such interim dividends that appear to be justified by our financial position and may also pay any dividend payable at a fixed rate at intervals decided upon by our board of directors, whenever our financial position, in the opinion of our board of directors, justifies the payment.

In respect of any dividend proposed to be paid or declared, our board of directors may further propose and announce prior to or at the same time as the payment or declaration of such dividend either that:

(a)

such dividend be satisfied in whole or in part in the form of an allotment of shares to the shareholders, credited as being fully paid up, provided that all the shareholders entitled to receive the dividend will also be entitled to choose to receive the dividend (or a part of it) in cash; or


(b)		the shareholders entitled to such dividend are entitled to elect to receive an allotment of shares credited as fully paid up instead of the whole or part of the cash dividend our board of directors may decide upon.

Any general meeting declaring a dividend may, upon the recommendation of our board of directors, by ordinary resolution, direct that the dividend shall be met, wholly or partly, by the distribution of our assets.

Liquidation

Subject to the requirements under the Hong Kong Companies Ordinance, in the event of a members’ winding up, the liquidator may, with the sanction of a special resolution of the Company:

(a)

divide among the shareholders the whole or any part of the assets of the Company and set such value as the liquidator deems fair upon any property to be divided and determine how the division shall be carried out between the shareholders; or


(b)		vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator shall think fit,

		but no shareholder shall be compelled to accept any shares or other assets upon which there is any liability.

Annual and extraordinary general meeting of shareholders

The Hong Kong Companies Ordinance requires our board of directors to hold an annual general meeting of our shareholders once every year and not more than 15 months after our previous annual general meeting. The annual general meeting and any other general meeting of our shareholder held for the passing of a special resolution (being a resolution passed by not less than 75% of those votes cast by the shareholders who attend and vote at a general meeting) should be convened by not less than 21 clear days’ notice in writing. The notice shall specify the place, date and time of meeting and the general nature of the business to be transacted. An annual general meeting may be called by not less than 20 clear business days’ notice if it is agreed by all shareholders entitled to attend and vote at the meeting. The business of the annual general meeting will include:

(a)		the declaration and sanctioning of dividends;

(b)		the consideration and adoption of the accounts, balance sheet and reports of the directors and auditors and other documents required to be attached to the financial statements;

(c)		the appointment of directors in place of those retiring (by rotation or otherwise);

(d)		the appointment of auditors; and

(e)		the fixing of, or the determining of the method of fixing, the remuneration of the directors and of the auditors.

Our board of directors may convene an extraordinary general meeting (which is any general meeting of the shareholders other than the annual general meeting) whenever it thinks fit and must do so upon the request in writing of shareholders holding not less than one-twentieth of our paid-up capital carrying the right to vote at a general meeting. All extraordinary general meetings (other than those convened for the passing of a special resolution referred to above) should be convened by at not less than 10 clear business days’ notice in writing. Extraordinary general meetings may be called by less than 10 clear business days’ notice by a

majority in number of the shareholders having the right to attend and vote at the meeting, being a majority together holding not less than 95% in nominal value of the shares giving that right.

Except as otherwise provided by our Articles, two shareholders present in person or by proxy and entitled to vote shall be a quorum for all purposes. Whilst no business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, the absence of a quorum shall not preclude the choice or appointment of a chairman which shall not be treated as part of the business of the meeting.

The Nasdaq marketplace rules also provide that a foreign private issuer such as ourselves may be granted an exemption from such requirements if it follows the practice of its home country.

Restrictions on ownership of shares

There are no restrictions, either pursuant to our Articles or to the laws of Hong Kong, on the rights of non-residents of Hong Kong or foreign persons to hold or exercise voting rights with respect to our ordinary shares.

Voting rights

Any decisions that are made by the shareholders in a general meeting require the passing of either an ordinary or a special resolution at such meeting. The type of resolution required to be passed depends upon the provisions of the Hong Kong Companies Ordinance and our Articles as certain matters may only be decided by the passing of a special resolutions.

Unless any shares have special terms as to voting, on a show of hands every shareholder who is present in person at a general meeting, shall have one vote irrespective of the number of shares he holds and on a poll every shareholder who is present in person or by proxy shall have one vote for every share of which he is the holder. Our Articles set out the circumstances in which a poll can be demanded.

Pursuant to Rule 13.39(4) of the Listing Rules which became effective on January 1, 2009, any votes of the Shareholders at a general meeting must be taken by poll.

Any shareholder that is a recognized clearing house within the meaning of the Securities and Futures Ordinance of Hong Kong may authorize such person or persons as it thinks fit to act as its representative (or representatives) at any general meeting or at any separate meeting of any class of shareholders (if relevant). However, if more than one person is authorized, the authorization must specify the number and class of shares in respect of which each person is in fact authorized. The authorized person will be entitled to exercise the same power on behalf of the recognized clearing house as that clearing house (or its nominees) could exercise if it were an individual shareholder of the Company.

Issue of shares

Under the Companies Ordinance, our board of directors may, without the prior approval of the shareholders, offer to issue new shares to existing shareholders in proportion to their current shareholdings. Our board of directors may not issue new shares in any other way without the prior approval of the shareholders. Any such approval given in a general meeting shall continue in force until the earlier of: (1) the conclusion of the next annual general meeting; or (2) the expiration of the period within which the next annual general meeting is required by law to be held; or (3) when revoked or varied by an ordinary resolution of the shareholders in a general meeting. Where such shareholders’ approval is given, subject to the Listing Rules and any conditions attached to such approval, our unissued shares may be at the disposal of our board of directors, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the directors may decide.

Subject to the provisions of our Articles, any shareholder may transfer all or any of his shares by an instrument of transfer in the usual or common form or in such other form as our board of directors may accept and may approve. Such instrument may be signed by hand or, if the buyer or seller is a clearing house or its nominee(s), signed by hand or by a machine imprinted signature or by such other manner as our board of directors may approve from time to time.

The instrument of transfer of a share shall be executed by or on behalf of both the buyer and the seller of that share provided that our board of directors may dispense with the signing of the instrument of transfer by the buyer in any case which it thinks fit in its discretion to do so. Except as provided in the paragraph above, our board of directors may also decide, either generally or in any particular case, upon request by either the buyer or seller of shares to accept mechanically signed transfers. The seller shall be deemed to remain the holder of the share until the name of the buyer is entered into our register in respect of that share. All instruments of transfer, when registered, may be retained by us. Nothing in our Articles prevents our board of directors from recognizing a renunciation of the allotment or provisional allotment of any share by the person to whom the shares were to be allotted in favor of some other person.

Our board of directors may in its absolute discretion and without giving any reason, decline to register any transfer of any share which is not a fully paid share.

Our board of directors may also decline to register any transfer unless:

(a)

the instrument of transfer, duly stamped, is lodged with us accompanied by the certificate for the shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the seller to make the transfer;


(b)		such fee, not more than the maximum amount allowed by The Stock Exchange of Hong Kong Limited from time to time, as our board of directors may from time to time require is paid to us in respect of it;


(c)		the instrument of transfer is in respect of only one class of share;


(d)		in the case of a transfer of a share jointly held by two or more holders, the number of joint holders to whom the share is to be transferred does not exceed four; and


(e)		the shares concerned are free of any lien in favor of us.

If our board of directors declines to register a transfer of any share, it shall, within two months after the date on which the instrument of transfer was lodged, send to the buyer notice of the refusal.

Shareholders

In accordance with our Articles, only persons who are registered in our register of members are recognized by us as shareholders and absolute owners of the shares. The register of members may be closed by our board of directors at such times and for such periods as it may from time to time decide by giving notice by advertisement in a newspaper circulating generally in Hong Kong, but the register shall be closed in any year for more than 30 days (excluding Sundays and public holidays) unless extended by ordinary resolution.

C. Material contracts

Other than such contracts as are described in our disclosure in Item 7 “Major shareholders and related party transactions — related party transactions”, we have not entered into any material contracts outside the ordinary course of our business within the two years preceding the date of this annual report.

D. Exchange controls

The Basic Law of Hong Kong provides that the Hong Kong dollar will remain the legal tender in Hong Kong after July 1, 1997. The Basic Law also provides that no foreign exchange control policies will be applied in Hong Kong and that the Hong Kong dollar will be freely convertible. During the Asia regional economic crisis in 1998, however, the Hong Kong Government intervened on several occasions in the foreign exchange market by purchasing the Hong Kong dollar and selling the U.S. dollar to support the value of the Hong Kong dollar.

There are no restrictions, either pursuant to our Articles, or pursuant to the laws of Hong Kong, on the rights of non-residents of Hong Kong or foreign persons to hold or exercise voting rights with respect to our ordinary shares, or export or import capital.

E. Taxation

The following provides a general outline of the material tax considerations that may be relevant to a decision to own or dispose of our American depositary shares or shares but does not purport to deal with the tax consequences applicable to all categories of investors. Prospective investors should consult their own professional advisers on the Hong Kong, United States and overall tax implications of investing, holding or disposing the American depositary shares or shares under the laws of the countries in which they are liable to taxation. The discussion below is applicable to both U.S. and non-U.S. citizens as an investor.

Hong Kong Taxation

Tax on dividends

No tax is payable in Hong Kong by withholding or otherwise in respect of dividends paid by City Telecom.

Profits tax

No tax is imposed in Hong Kong in respect of gains from the sale of our shares and American depositary shares, unless all the following factors are present:

(i)		such profits are derived from or arise in Hong Kong;

(ii)		such profits are attributable to a trade, profession or business carried on in Hong Kong; and

(iii)		the property in question, such as shares and American depositary shares, are not capital assets of that trade, profession or business.

Taxable profits are subject to Hong Kong profits tax on corporations at the rate of 16.5% and on unincorporated businesses or individuals at the rate of 15%.

Profits from the sales of our shares, which are effected on the Hong Kong Stock Exchange, will be considered to be derived from or arising in Hong Kong. Such profits are taxable if the shares are not held as capital assets and the profits are attributable to a business, trade or profession carried out in Hong Kong.

Profits from the sales of our American depositary shares will be considered to be derived from or arising in Hong Kong if the relevant purchase or sales contracts are effected in Hong Kong. In the event that those persons dealing or trading in the American depositary shares are doing so as part of their trade, profession or business that is being carried out in Hong Kong and the shares are not capital assets of such trade of business, then such profits will be subject to Hong Kong profits tax. In any case of an exchange of any American depositary receipts evidencing American depositary shares for certificates representing shares, any profit gained on subsequent disposition of such shares will be the difference between the initial price of American depositary shares and the market value of such shares at the date of disposition.

Stamp duty

The sale and purchase of shares is subject to Hong Kong stamp duty which is payable by both the seller and purchase. Both seller and purchaser must pay stamp duty at a rate of 0.1% each, totaling 0.2%, of the total value of the greater of (i) the consideration paid or (ii) the market value of the shares on the Hong Kong Stock Exchange, or otherwise, on the date the contract note for the sale or purchase is executed. If, in the case of a sale or purchase of shares effected by a person who is not resident in Hong Kong, the stamp duty on either or both of the contract notes is not paid, the transferee will be liable to stamp the instrument of transfer and pay stamp duty on the instrument in an amount equal to the unpaid duty. If the instrument is not stamped before or within the time for stamping such instrument, a penalty of up to ten times the duty payable may be imposed. In addition, a fixed duty of HK$5.00 is currently payable on any instrument of transfer of shares.

In addition to the depositary’s charges, if any, the withdrawal of the shares upon the surrender of American depositary receipts evidencing American depositary shares, and the issuance of American depositary receipts evidencing American depositary shares upon the deposit of the shares, will be subject to Hong Kong stamp duty at the rate described above for sale and purchase transactions. In the event the withdrawal or deposit does not result in a change in the beneficial ownership of the shares under Hong Kong law, only the nominal fixed duty of HK$5.00 will be payable. Investors are not liable for stamp duty on the issuance of the American depositary shares upon the initial deposit of shares issued directly to the depositary or for the account of the depositary. No Hong Kong stamp duty is payable upon the transfer of American depositary receipts evidencing our American depositary shares if such American depositary receipts are not maintained on a register in Hong Kong.

Tax treaty

There is currently no reciprocal tax treaty between Hong Kong and the U.S. regarding withholding.

United States Taxation

Certain U.S. Federal Income Tax Considerations

The following is a summary of certain United States federal income tax considerations that are anticipated to be material to the purchase, ownership, and disposition of our shares or American depositary shares by U.S. Holders, as defined below. This summary is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, existing and proposed U.S. Treasury regulations, published rulings and court decisions, all as in effect on the date hereof. These laws are all subject to change or different interpretation, possibly on a retroactive basis. This summary does not discuss all aspects of United States federal income taxation which may be important to particular investors in light of their individual investment circumstances, such as investors subject to special tax rules including: partnerships, financial institutions, insurance companies, regulated investment companies, real estate investment trusts, broker-dealers, tax-exempt organizations, and, except as described below, non-U.S. Holders, or to persons that will hold our shares or American depositary shares as part of a straddle, hedge, conversion, or constructive sale transaction for United States federal income tax purposes or that have a functional currency other than the United States dollar, all of whom may be subject to tax rules that differ significantly from those summarized below. In addition, this summary does not discuss any foreign, state, or local tax considerations. This summary assumes that investors will hold our shares or American depositary shares as “capital assets” (generally, property held for investment) under the Code.

Each prospective investor is urged to consult its own tax advisor regarding the United States federal, state, local, and foreign income and other tax considerations of the purchase, ownership, and disposition of our shares or American depositary shares.

For purposes of this summary, a U.S. Holder is a beneficial owner of shares or American depositary shares that is for United States federal income tax purposes:

-•		an individual who is a citizen or resident of the United States;

-•		a corporation, or other entity that is taxable as a corporation, created in or organized under the laws of the United States or any State or political subdivision thereof;

-•		an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source;

-•		a trust the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust; or

-•		a trust that was in existence on August 20, 1996, was treated as a United States person, for United States federal income tax purposes, on the previous day, and elected to continue to be so treated.

If a partnership or other entity or arrangement treated as a partnership for United States federal income tax purposes holds our shares or American depositary receipts, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. A U.S. Holder that is a partner in a partnership holding our shares or American depositary receipts is urged to consult its own tax advisor concerning the United States federal income tax consequences of purchasing, owning and disposing of our shares or American depositary receipts by the partnership.

A beneficial owner of our shares or American depositary shares that is not a U.S. Holder is referred to herein as a “Non-U.S. Holder.”

A foreign corporation will be treated as a “passive foreign investment company” or “PFIC”, for United States federal income tax purposes, if 75% or more of its gross income consists of certain types of “passive” income or 50% or more of the fair market value of its assets are “passive” for any taxable year. Based on our current and projected income, assets, and activities, we presently believe that we are not a PFIC in the current taxable year and do not anticipate becoming a PFIC in the future. The PFIC status of a foreign corporation for any taxable year, however, will not be determinable until after the end of that taxable year. Because the classification of certain of our assets for United States federal income tax purposes is uncertain, the PFIC rules are subject to administrative interpretation, and the relevant facts may change in the

future, however, no assurance can be given that we are not or will not be treated as a PFIC. The discussion below under “U.S. Holders-Dividends” and “U.S. Holders-Sale or Other Disposition of Shares or American depositary shares,” assumes that we will not be subject to treatment as a PFIC for United States federal income tax purposes. If we were currently or were to become a PFIC, U.S. Holders would be subject to special rules and a variety of potentially adverse tax consequences under the Code. See “PFIC Considerations” below.

U.S. Holders

For United States federal income tax purposes, a U.S. Holder of an American depositary share will be treated as the owner of the proportionate interest of the shares held by the depositary that is represented by an American depositary share and evidenced by such American depositary share. Accordingly, no gain or loss will be recognized upon the exchange of an American depositary share for the holders’ proportionate interest in the shares. A U.S. Holder’s tax basis in the withdrawn shares will be the same as the tax basis in the American depositary share surrendered therefore, and the holding period in the withdrawn shares will include the period during which the holder held the surrendered American depositary share.

Dividends.Any cash distributions paid by us out of our earnings and profits, as determined under United States federal income tax rules, will be subject to tax as ordinary dividend income and will be includible in the gross income of a U.S. Holder upon actual or constructive receipt. Cash distributions paid by us in excess of our earnings and profits will be treated first as a tax-free return of capital to the extent of the U.S. Holder’s adjusted tax basis in our shares or American depositary shares, and thereafter as gain from the sale or exchange of a capital asset. Dividends paid in Hong Kong dollars will be includible in income in a United States dollar amount based on the United States dollar to Hong Kong dollar “spot” exchange rate prevailing at the time of receipt of such dividends by the depositary, in the case of American depositary shares, or by the U.S. Holder, in the case of shares held directly by

such U.S. Holder. U.S. Holders should consult their own tax advisors regarding the United States federal income tax treatment of any foreign currency gain or loss recognized on the subsequent conversion of Hong Kong dollars received as dividends to United States dollars. Dividends received on shares or American depositary shares will not be eligible for the dividends received deduction allowed to corporations.

Under current law, “qualified dividend income” received by an individual prior to January 1, 2011 is subject to United States federal income tax rates lower than those applicable to ordinary income. The maximum federal income tax rate on such qualifying dividends received by an individual is 15%, or 5% for those individuals whose incomes fall in the 10% or 15% tax brackets. Based upon our existing and anticipated future operations and current assets, and the anticipation that our American depository shares are and will be listed on the NASDAQ, we believe that we are a “qualified foreign corporation” and that our dividends paid to U.S. Holders who are individuals will be eligible to be treated as “qualified dividend income”, provided that such Holders satisfy applicable holding period requirements with respect to the American depositary shares and other application requirements. Dividends paid by foreign corporations that are classified as PFICs are not “qualified dividend income”. See “PFIC Considerations” below.

Dividends received on shares or American depositary shares generally will be treated, for United States federal income tax purposes, as income from non-U.S. sources. Such non-U.S. source income generally will be “passive category income”, or in certain cases “general category income”, which is treated separately from other types of income for purposes of computing the U.S. foreign tax credit. A U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes imposed on dividends received on shares or American depositary shares. U.S. Holders who do not elect to claim a U.S. foreign tax credit for foreign income tax withheld may instead claim a deduction, for United States federal income tax purposes, in respect of such withholdings, but only for a year in which the U.S. Holder elects to do so for all creditable foreign income taxes.

In addition, the United States Treasury has expressed concerns that parties to whom depositary shares are pre-released may be taking actions that are inconsistent with the claiming of U.S. foreign tax credits by the holders of American depositary shares. The analysis of the creditability of foreign withholding taxes could be affected by future actions that may be taken by the United States Treasury.

Sale or Other Disposition of Shares or American depositary shares. A U.S. Holder will recognize capital gain or loss upon the sale or other disposition of shares or American depositary shares in an amount equal to the difference between the amount realized upon the disposition and the U.S. Holder’s adjusted tax basis in such shares or American depositary shares, as each is determined in U.S. dollars. Any such capital gain or loss will be long-term if the shares or American depositary shares have been held for more than one year and will generally be United States source gain or loss. Certain non-corporate U.S. Holders (including individuals) may qualify for preferential rates of United States federal income taxation in respect of long-term capital gains for taxable years beginning before January 1, 2011. The claim of a deduction in respect of a capital loss, for United States federal income tax purposes, may be subject to limitations. If a U.S. Holder receives Hong Kong dollars for any such disposition, such U.S. Holder should consult its own tax advisor regarding the United States federal income tax treatment of any foreign currency gain or loss recognized on the subsequent conversion of the Hong Kong dollars to United States dollars.

Medicare Tax

For taxable years beginning after December 31, 2012, a United States person that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, is subject to a 3.8% tax on the lesser of (1) the United States person’s “net investment income” for the relevant taxable year and (2) the excess of the United States person’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals will be between US$125,000 and US$250,000, depending on the individual’s circumstances). A holder’s net investment income will generally include its gross dividend income and its net gains from the disposition of ADSs, unless such dividends or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). If you are a United States person that is an individual, estate or trust, you are urged to consult your tax advisors regarding the applicability of the Medicare tax to your income and gains in respect of your investment in the ADSs.

PFIC considerations

If we were to be classified as a PFIC for any taxable year, a U.S. Holder would be subject to special rules generally intended to reduce or eliminate any benefits from the deferral of United States federal income tax that a U.S. Holder could derive from investing in a foreign company that does not distribute all of its earnings on a current basis. In such event, a U.S. Holder of the shares or American depositary shares may be subject to tax at ordinary income tax rates on (i) any gain recognized on the sales of the shares or American depositary shares and (ii) any “excess distribution” paid on the shares or American depositary shares (generally, a distribution in excess of 125% of the average

annual distributions paid by us in the three preceding taxable years). In addition, a U.S. Holder may be subject to an interest charge on such gain or excess distribution. Prospective investors are urged to consult their own tax advisors regarding the potential tax consequences to them if we are or do become a PFIC, as well as certain elections that may be available to them to mitigate such consequences.

Non-U.S. Holders

An investment in shares or American depositary shares by a Non-U.S. Holder will not give rise to any United States federal income tax consequences unless:

-•

the dividends received or gain recognized on the sale of the shares or American depositary shares by such person is treated as effectively connected with the conduct of a trade or business by such person in the United States as determined under United States federal income tax law, and the dividends are attributable to a permanent establishment (or in the case of an individual, a fixed place of business) that you maintain in the United States if that is required by an applicable income tax treaty as a condition for subjecting you to U.S. taxation on a net income basis. In such cases you generally will be taxed in the same manner as a U.S. holder. If you are a corporate non-U.S. Holder, “effectively connected” dividends may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or a lower rate if you are eligible for the benefits of an income tax treaty that provides for a lower rate, or

-
•		in the case of gains recognized on a sale of shares or American depositary shares by an individual, such individual is present in the United States for 183 days or more and certain other conditions are met. The non-U.S. Holder will be subject to United States federal income tax at a rate of 30% on the amount by which the U.S. — source capital gains exceed non-U.S. — source capital losses.

Backup withholding and information reporting

In general, information reporting requirements will apply to dividends on or the proceeds received on the sale, exchange or redemption of shares or American depositary shares paid within the United States (and, in certain cases, outside the United States) to U.S. Holders other than certain exempt recipients, such as corporations, and backup withholding tax may apply to such amounts if the U.S. Holder fails to provide an accurate taxpayer identification number (or otherwise establishes, in the manner provided by law,

an exemption from backup withholding) or to report dividends required to be shown on the U.S. Holder’s United States federal income tax returns.

Backup withholding is not an additional income tax, and the amount of any backup withholding from a payment to a U.S. Holder will be allowed as credit against the U.S. Holder’s United States federal income tax liability provided that the appropriate returns are filed.

A non-U.S. Holder generally may eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status to the payer, under penalties of perjury, on IRS Form W-8BEN.

Information with Respect to Foreign Financial Assets

Under recently enacted legislation, individuals that own “specified foreign financial assets” with an aggregate value in excess of US$50,000 in taxable years beginning after March 18, 2010 will generally be required to file an information report with respect to such assets with their tax returns. “Specified foreign financial assets” include any financial accounts maintained by foreign financial institutions, as well as any of the following, but only if they are not held in accounts maintained by financial institutions: (i) stocks and securities issued by non-U.S. persons, (ii) financial instruments and contracts held for investment that have non-U.S. issuers or counterparties and (iii) interests in foreign entities. U.S. holders that are individuals are urged to consult their tax advisors regarding the application of this legislation to their ownership of ADSs.

THE ABOVE DISCUSSION OF CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY, DOES NOT PURPORT TO BE A COMPLETE DESCRIPTION OF THE POTENTIAL TAX CONSIDERATIONS RELATING TO OUR SHARES OR AMERICAN DEPOSITARY RECEIPTS AND IS NOT INTENDED TO BE CONSTRUED AS TAX ADVICE. ACCORDINGLY, PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF PURCHASING, OWNING AND DISPOSING OF OUR SHARES OR AMERICAN DEPOSITARY RECEIPTS, INCLUDING THE APPLICABILITY AND EFFECT OF ANY UNITED STATES FEDERAL, STATE, LOCAL OR NON-UNITED STATES TAX LAWS, AND OF ANY PROPOSED CHANGES IN APPLICABLE LAW.

F. Dividends and paying agents

Not applicable.

G. Statement by experts

Not applicable.

H. Documents on display

We filed with Securities and Exchange Commission in Washington, D.C. a registration statement on Form F-1 (Registration No. 333-11012) under the Securities Act in connection with our global offering of American depositary shares in November 1999. The registration statement contains exhibits and schedules. For further information with respect to City Telecom and the American depositary shares, please refer to the registration statement and to the exhibits and schedules filed with the registration statement. In addition, whenever a reference is made in this annual report to a contract or other document of City Telecom, you should be aware that such reference is not necessarily complete and that you should refer to the exhibits and schedules that are a part of the registration statement for a copy of the contract or other document.

The Company’s registration statements may be inspected and copied, including exhibits and schedules, and the reports and other information as filed with the Securities and Exchange Commission in accordance with the Securities Exchange Act of 1934 at the public reference facilities maintained by the Securities and Exchange Commission at ~~Judiciary Plaza, 450 Fifth~~100F Street ~~Room 1024, N.W.,~~NE, Washington, D.C. 20549. Copies of such material may also be obtained from the Public Reference Section of the Securities and Exchange Commission at ~~450 Fifth~~100F Street ~~N.W.,~~NE, Washington, D.C. 20549, at prescribed rates. Information may be obtained regarding the Washington D.C. Public Reference Room by calling the Securities

and Exchange Commission at 1-800-SEC-0330 or by contacting the Securities and Exchange Commission over the Internet at its website at http://~~www.sec.gov.~~www.sec.gov/.

I. Subsidiary information

Not applicable.

Item 11 Quantitative and qualitative disclosures about market risk

Quantitative and qualitative disclosures about market risk have been included in note 24 to our consolidated financial statements.

Item 12 Description of securities other than equity securities

Not applicable.

PART II

Item 13 Defaults, dividend arrearages and delinquencies

None.

Item 14 Material modifications to the rights of security holders and use of proceeds

None.

Item 15 Controls and procedures

A. Disclosure controls and procedures

An evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. As of the end of the period covered by this annual report, based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information the Company is required to disclose in reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Subsequent to the date of their evaluation, there have been no significant changes in our internal controls or in other factors that could significantly affect these controls.

B. Management’s report on internal control over financial reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934, as amended. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purpose in accordance with generally accepted accounting principles. Under Section 404(a) of the Sarbanes-Oxley Act of 2002, our management is required to include its assessment of the effectiveness of our internal control procedures over financial reporting in our annual report on Form 20-F beginning in the fiscal year ended August 31, 2009. With the assistance of Company’s internal audit department and external consultants, our management organized and conducted a comprehensive assessment of internal control over financial reporting based on the control criteria in COSO framework. ~~As of~~Based on this assessment, the ~~date of this annual report, our management is not aware of any instances of material weaknesses on our~~Directors believe that, as at August 31, 2010, the internal control over financial ~~reporting and our internal control over financing~~ reporting is effective.

C. Changes in internal control over financial reporting

During fiscal ~~2009,~~2010, the period covered by this annual report, no change has occurred in our internal controls over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

D. Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of City Telecom (H.K.) Limited:

5564

We have audited City Telecom (H.K.) Limited and its subsidiaries’ internal control over financial reporting as of August 31, 2010, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)”). The management of City Telecom (H.K.) Limited and its subsidiaries is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the City Telecom (H.K.) Limited and its subsidiaries’ internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, City Telecom (H.K.) Limited and its subsidiaries maintained, in all material respects, effective internal control over financial reporting as of August 31, 2010, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of City Telecom (H.K.) Limited and its subsidiaries as of August 31, 2009 and 2010, and the related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity, and consolidated cash flow statements for each of the years in the three-year period ended August 31, 2010, and our report dated November 9, 2010 expressed an unqualified opinion on those consolidated financial statements.



	/s/ KPMG

	Hong Kong, China
	November 9, 2010

Item 16A Audit committee financial expert

Our board of directors established an audit committee to ensure the impartial supervision of our accounting and business operations. The audit committee is comprised of three independent non-executive directors, namely, Mr. Lee Hon Ying, John, Dr. Chan Kin Man and Mr. Peh Jefferson Tun Lu. Mr. Peh was appointed to the audit committee on September 1, 2004 and is a “financial expert” within the meaning of, and as required by, the U.S. Sarbanes-Oxley Act of 2002.

Item 16B Code of ethics

All of our ~~employees,~~Talents, officers and directors are bound by our code of business ethics and conduct. We adopted our code of ethics and modified it following the passage of, and to comply with, the U.S. Sarbanes Oxley Act of 2002. Copies of our code of ethics are available for viewing on our website at http://www.ctigroup.com.hk and free of charge upon request made to our company secretary. We have not made any amendment to our code of ethics since our most recently completed fiscal year. We have never granted a waiver for non-compliance with the policies and procedures set forth in the code of ethics for any ~~employee~~Talent of our Company or any of our subsidiaries.

Item 16C Principal accountant fees and services

The following table sets forth the remuneration that we paid to KPMG, our independent auditor in each of our previous two fiscal years.


	2008		2009		2010		2009
Nature of the service	HK$ million		HK$ million		HK$ million		HK$ million
Audit fees		2.8		2.6		2.3		2.6
Audit-related fees		0.4		0.4		0.2		0.4
Non-audit services fees						0.3		—


Total		3.2		3.0		2.8		3.0

Audit fees

Audit fees are the aggregate fees billed by our independent auditors for the annual financial statement audit, subsidiary audits and other procedures required to be performed for the auditors to form an opinion on our consolidated financial statements.

Audit-related fees

Audit-related fees are the aggregate fees billed by our independent auditors for the review of our interim financial statements and review of reports for compliance with telecommunications regulations and debt obligations.

Non-audit services fees

Non-audit services fees are the aggregate fees billed by our independent auditors for the services provided for the ADS offering in April 2010.

Pre-approval polices

The engagement of KPMG and the services provided pursuant to such engagement were approved by our audit committee in accordance with paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X. The fees for all such services have been pre-approved by our audit committee. Our audit committee has satisfied itself that the provision of the above-stated non-audit services has not impaired the independence of KPMG.

Item 16D Exemptions from the listing standards for audit committees

Not applicable.

Item 16E Purchase of equity securities by the issuer and affiliated purchasers

By way of a general mandate granted to our directors, the maximum aggregate nominal amount of shares that may be purchased pursuant to a mandate corresponds to 10% of the aggregate nominal amount of our issued share capital at the date the mandate was granted. During the year ended August 31, ~~2009,~~2010, we had not repurchased ~~70,000~~any of the ordinary shares on the ~~HKSE, details of which are as follows:-~~

Highest price Lowest price Total
Number of paid per paid per consideration
Date of repurchase Ordinary Shares Ordinary Share Ordinary Share paid
HK$ HK$ HK$
August 11, 2009 70,000 1.92 1.91 134,197
HKSE.

Item 16F Change in Registrant’s Certifying Accountant

Not applicable.

Item 16G Corporate Governance

As our ordinary shares are listed on the HKSE and American depositary shares representing our ordinary shares are listed on the Nasdaq Global Market, we are subject to applicable Hong Kong laws and regulations, including the HKSE Listing Rules, and the Hong Kong Companies Ordinance, as well as applicable U.S. federal securities laws, including the Exchange Act and the Sarbanes-Oxley Act. In addition, we are subject to the corporate governance requirements imposed by Nasdaq to the extent they apply to foreign private issuers. Under Nasdaq Stock Market Rule 5615(a)(3), a foreign private issuer such as us may follow its home country corporate governance practices in lieu of certain of the Nasdaq Stock Market Rules corporate governance requirements. Our current corporate governance practices differ from Nasdaq corporate governance requirements for U.S. companies in certain respects, as summarized below:

Nasdaq Stock Market Rule 5605(b)(1) requires a Nasdaq listed company to have a board of directors consisting of a majority of independent members, In this regard we have elected to adopt the practices of our home country, As a listed company in Hong Kong, we are subject to the requirement under the HKSE Listing Rules that at least three members of our board of directors be independent as determined under the HKSE Listing Rules. In compliance with our home country practices, we currently have three independent

	•		Nasdaq Stock Market Rule 5605(b)(1) requires a Nasdaq listed company to have a board of directors consisting of a majority of independent members, In this regard we have elected to adopt the practices of our home country, As a listed company in Hong Kong, we are subject to the requirement under the HKSE Listing Rules that at least three members of our board of directors be independent as determined under the HKSE Listing Rules. In compliance with our home country practices, we currently have three independent directors out of a total of eight directors. The standards for establishing independence under the HKSE Listing Rules also differ from those set forth in the Nasdaq Stock Market Rules.

	•		Nasdaq Stock Market Rule 5605(b)(2) requires a Nasdaq listed company to schedule regular executive sessions in which non-management directors meet without management participation. In this regard we have elected to adopt the practices of our home country. Under the applicable Hong Kong law, our board of directors is required to meet regularly and at least four times a year and we are required to ensure that there is active participation by a majority of the directors and afford all directors an opportunity to include matters on the agenda. In addition, when a board meeting considers a matter in which a substantial shareholder or a director has a conflict of interest, the independent directors with no material interest in such matter must be present. In compliance with our home country practices, we do not organize exclusive meetings for our independent non-executive directors on a regular basis.

	•		Nasdaq Stock Market Rule 5605(d)(1) requires a Nasdaq listed company to have the compensation of the chief executive officer and the other executive officers be determined, or recommended to the Board for determination, by a compensation committee comprised solely of independent directors. In this regard we have elected to adopt the practices of our home country. Under the HKSE Listing Rules, listed companies are required to establish a remuneration committee with a majority of independent non-executive directors. The compensation of our executive officers is determined by a remuneration committee consisting of six directors, three of whom are independent non-executive directors.

	•		Nasdaq Stock Market Rule 5605(e)(1) requires a Nasdaq listed company to have a nominations committee consisting solely of independent directors to select or recommend for selection director nominees. In this regard we have elected to adopt the practices of our home country and do not have a nominations committee consisting solely of independent directors. Under the HKSE Listing Rules, listed companies are recommended but not required to establish a nomination committee consisting of the independent non-executive directors with majority vote. Our director nominees are selected by or recommended for selection by the Board. Our current practice is not inconsistent with our home country practices.

Other than the above, we have followed and intend to continue to follow the applicable Nasdaq corporate governance standards.

5767

PART III

Item 17 Financial statements

We have selected to provide the financial statements and related information specified in Item 18 in lieu of Item 17.

Item 18 Financial statements

See pages F-1 to ~~F-51~~F-64 following Item 19.

Item 19 Exhibits

*(a)*		Exhibit 12.1 — Section 302 Certifications of the Chief Executive Officer.

*(b)*		Exhibit 12.2 — Section 302 Certifications of the Chief Financial Officer.

*(c)*		Exhibit 13 — Section 906 Certification of Chief Executive Officer and Chief Financial Officer.

5868

Index to Consolidated Financial Statements


Audited Consolidated Financial Statements	Pages
Report of Independent Registered Public Accounting Firm		F-1
Consolidated Income Statements	F-2
~~F-2~~ Consolidated Statement of Comprehensive Income	F-3
Consolidated Balance Sheets		~~F-3~~	F-4
Consolidated Statements of Changes in Equity		~~F-4~~	F-5
Consolidated Cash Flow Statements		~~F-5~~	F-7
Notes to the Consolidated Financial Statements		~~F-6~~	F-8

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
City Telecom (H.K.) Limited

We have audited the accompanying consolidated ~~balance sheets~~statements of financial position of City Telecom (H.K.) Limited and its subsidiaries (the “Group”) as of August 31, ~~2008~~2009 and ~~2009,~~2010, and the related consolidated income statements, ~~the~~consolidated statements of comprehensive income, consolidated statements of changes in equity and the consolidated cash flow statements for the each of the years in the three-year period ended August 31, ~~2008 and 2009.~~2010. These consolidated financial statements are the responsibility of the ~~Company’s~~Group’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial ~~statements,~~statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of City Telecom (H.K.) Limited and its subsidiaries as of August 31, ~~2008~~2009 and ~~2009,~~2010, and the results of their operations and their cash flows for each of the years in the three-year period ended August 31, ~~2008 and 2009,~~2010, in conformity with the International Financial Reporting Standards as issued by the International Accounting Standards Board.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the City Telecom (H.K.) Limited and its subsidiaries’ internal control over financial reporting as of August 31, 2010, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated November 9, 2010 expressed an unqualified opinion on the effectiveness of the internal control over financial reporting of City Telecom (H.K.) Limited and its subsidiaries.

/s/ KPMG

Hong Kong, China

November ~~5, 2009~~

9, 2010

F-1

City Telecom (H.K.) Limited and its subsidiaries

Consolidated income statements

(Expressed in Hong Kong dollars)


				For the year ended August 31,									For the year ended August 31,
	Note			2009			2008						2010			2009			2008
				HK$’000			HK $’000			Note			HK$’000			HK$’000			HK $’000
Revenue		2			1,478,239			1,302,981			2			1,574,687			1,478,239			1,302,981
Network costs		3			(175,129	)		(178,367	)		3			(195,292	)		(175,129	)		(178,367	)
Other operating expenses		4	(a)		(1,037,964	)		(966,094	)		4	(a)		(1,105,604	)		(1,037,964	)		(966,094	)
Other revenues		4	(b)		41,540			24,989
Other income, net											4	(b)		7,989			41,540			24,989
Finance costs		4	(c)		(55,127	)		(75,137	)		4	(c)		(22,235	)		(55,127	)		(75,137	)


Profit before taxation		4			251,559			108,372			4			259,545			251,559			108,372
Income tax (expense)/ benefit		5			(38,730	)		16,818
Income tax (expense)/benefit											5			(42,679	)		(38,730	)		16,818


Profit attributable to shareholders					212,829			125,190						216,866			212,829			125,190

Dividends		6			126,173			38,614

Basic earnings per share		7		HK32.4 cents			HK19.7 cents				7		HK30.7 cents			HK32.4 cents			HK19.7 cents


Diluted earnings per share		7		HK31.8 cents			HK19.0 cents				7		HK29.4 cents			HK31.8 cents			HK19.0 cents

The accompany notes are integral part of these consolidated financial statements.

F-2

City Telecom (H.K.) Limited and its subsidiaries

Consolidated statement of comprehensive income
(Expressed in Hong Kong dollars)

For the year ended August 31,
2010 2009 2008
HK$’000 HK$’000 HK$’000
Profit for the year
216,866 212,829 125,190

Other comprehensive income

Exchange differences on translation of financial statements of overseas subsidiaries (97 ) 70 1,619

Total comprehensive income for the year
216,769 212,899 126,809

The accompany notes are integral part of these consolidated financial statements.

F-3

City Telecom (H.K.) Limited and its subsidiaries

Consolidated balance sheets

(Expressed in Hong Kong dollars)


			As at August 31,						As at August 31,
	Note		2009		2008				2010		2009
			HK$’000		HK$’000		Note		HK$’000		HK$’000
Non-current assets

Goodwill		11		1,066		1,066		11		1,066		1,066
Fixed assets		12		1,302,380		1,231,399		12		1,431,813		1,302,380
Long term receivable and prepayment				6,091		5,586				5,174		6,091
Deferred expenditure		15		12,786		15,391		14		6,626		12,786
Deferred tax assets		21		—		26,335


										1,444,679		1,322,323
				1,322,323		1,279,777

Current assets

Accounts receivable		16		120,192		140,283		15		99,729		120,192
Other receivables, deposits and prepayments		16		69,765		82,726		15		89,490		69,765
Deferred expenditure		15		36,674		40,704		14		28,986		36,674
Other financial assets		14		—		27,997
Pledged bank deposits		27		15,038		87,319		27		—		15,038
Cash at bank and in hand		17		221,052		421,610		16		588,665		226,416

				462,721		800,639
										806,870		468,085


Current liabilities

Bank overdrafts — unsecured										10,490		5,364
Accounts payable		18		37,555		52,324		17		35,128		37,555
Other payables and accrued charges		18		206,487		178,114		17		195,931		206,487
Deposits received				16,385		16,264				21,822		16,385
Deferred service revenue		19		115,070		110,449		18		106,798		115,070
Tax payable				1,993		2,103				1,533		1,993
Current portion — obligations under finance leases		22		202		121		22		212		202


				377,692		359,375				371,914		383,056


Net current assets				85,029		441,264				434,956		85,029


Total assets less current liabilities				1,407,352		1,721,041				1,879,635		1,407,352


Non-current liabilities

Deferred tax liabilities		21		15,709		4,937		20		55,843		15,709
Derivative financial instrument								21		11,293		—
Long-term debt and other liabilities		22		163,116		683,497		22		123,960		163,116

				178,825		688,434
										191,096		178,825


Net assets				1,228,527		1,032,607				1,688,539		1,228,527


Capital and reserves

Share capital		20		66,418		65,062		19		76,500		66,418
Reserves		20		1,162,109		967,545		19		1,612,039		1,162,109


Total equity attributable to equity shareholders of the Company				1,228,527		1,032,607				1,688,539		1,228,527

The accompany notes are integral part of these consolidated financial statements.

~~F-3~~F-4

City Telecom (H.K.) Limited and its subsidiaries

Consolidated statements of changes in equity

(Expressed in Hong Kong dollars)

For the year ended August 31,
Note 2009 2008
HK$’000 HK$’000
Total equity as at beginning of the year
1,032,607 903,882

Net profit recognized directly in equity:

Exchange adjustments on translation of the financial statements of subsidiaries 70 1,619

Net profit for the year
212,829 125,190

Total recognized profit for the year
212,899 126,809

Dividends declared and paid in respect of the current year
(19,904 ) (11,371 )
Dividends declared and paid in respect of the previous year
(3,108 ) (5,915 )

(23,012 ) (17,286 )

Movements in equity arising from capital transactions:

Repurchase and cancellation of ordinary shares (134 ) —
Equity settled share-based transactions 10 4,768 4,204
Shares issued upon exercise of options 1,399 14,998

6,033 19,202

Total equity as at the end of the year
1,228,527 1,032,607

Capital
Share Share Capital redemption Retained Exchange
capital premium reserve reserve profits reserve Total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
At September 1, 2009 66,418 681,208 23,232 7 454,802 2,860 1,228,527
Total comprehensive income for the year — — — — 216,866 (97 ) 216,769
Dividend paid in respect of previous year — — — — (108,735 ) — (108,735 )
Dividend paid in respect of current year — — — — (49,725 ) — (49,725 )
Shares issued upon exercise of share option 2,032 22,227 (7,515 ) — — — 16,744
Equity settled share-based transactions — — 5,347 — — — 5,347
Shares issued upon placement 8,050 371,562 — — — — 379,612

At August 31, 2010 76,500 1,074,997 21,064 7 513,208 2,763 1,688,539

Capital
Share Share Capital redemption Retained Exchange
capital premium reserve reserve profits reserve Total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
At September 1, 2008 65,062 670,717 19,013 — 275,025 2,790 1,032,607
Total comprehensive income for the year — — — — 212,829 70 212,899
Dividend paid in respect of previous year — — — — (3,108 ) — (3,108 )
Shares issued in respect of scrip dividend of previous year 1,221 8,685 — — (9,906 ) — —
Dividend paid in respect of current year — — — — (19,904 ) — (19,904 )
Shares issued upon exercise of share option 142 1,806 (549 ) — — — 1,399
Equity settled share-based transactions — — 4,768 — — — 4,768
Repurchase and cancellation of ordinary shares (7 ) — — 7 (134 ) — (134 )

At August 31, 2009 66,418 681,208 23,232 7 454,802 2,860 1,228,527

F-5

City Telecom (H.K.) Limited and its subsidiaries
Consolidated statements of changes in equity (continued)
(Expressed in Hong Kong dollars)

The accompany notes are integral part of these consolidated financial statements.

~~F-4~~F-6

City Telecom (H.K.) Limited and its subsidiaries

Consolidated cash flow statements

(Expressed in Hong Kong dollars)


				For the year ended August 31,										For the year ended August 31,
	Note			2009			2008						2010			2009			2008
				HK$’000			HK$’000			Note			HK$’000			HK$’000			HK$’000
Net cash inflow from operations		23	(a)		537,618			382,813			23	(a)		488,353			538,503			386,241

Hong Kong profits tax recovered					—			42
Hong Kong profits tax (paid)/recovered														(456	)		—			42
Overseas tax paid					(1,732	)		(4,292	)					(2,557	)		(1,732	)		(4,292	)


Net cash inflow from operating activities					535,886			378,563						485,340			536,771			381,991


Investing activities

Increase in pledged bank deposits					72,281			—						15,038			72,281			—
Interest received					4,869			15,596						11,372			4,869			15,596
Purchases of fixed assets					(289,938	)		(189,903	)					(349,076	)		(289,938	)		(189,903	)
Net proceeds from maturity of investment in debt securities					28,051			3,900						—			28,051			3,900
Net proceeds from redemption of long-term bank deposit					—			15,600						—			—			15,600
Proceeds from disposal of fixed assets					8,249			7,057						16,412			8,249			7,057


Net cash outflow from investing activities					(176,488	)		(147,750	)					(306,254	)		(176,488	)		(147,750	)


Net cash inflow before financing activities					359,398			230,813						179,086			360,283			234,241


Financing activities

Repurchase of ordinary shares					(134	)		—						—			(134	)		—
Proceeds from issuance of new shares		23	(b)		1,399			14,998			23	(b)		396,356			1,399			14,998
Proceeds from new bank loans														163,375			—			—
Repayment of bank loan														(40,000	)		—			—
Repayment of capital element of finance leases		23	(b)		(138	)		(834	)		23	(b)		(217	)		(138	)		(834	)
Interest element of finance leases					(27	)		(34	)					(42	)		(27	)		(34	)
Interest paid on bank loans														(1,166	)		—			—
Other borrowing costs paid														(3,260	)		(885	)		(3,428	)
Interest paid on 10-year senior notes					(52,670	)		(70,010	)					(5,881	)		(52,670	)		(70,010	)
Repurchase of 10-year senior notes		23	(b)		(485,829	)		(269,399	)		23	(b)		(172,423	)		(485,829	)		(269,399	)
Dividends paid					(23,008	)		(17,271	)					(158,435	)		(23,008	)		(17,271	)


Net cash outflow from financing activities					(560,407	)		(342,550	)
Net cash inflow/(outflow) from financing activities														178,307			(561,292	)		(345,978	)


Decrease in cash at bank and in hand					(201,009	)		(111,737	)
Increase/(decrease) in cash and cash equivalent														357,393			(201,009	)		(111,737	)

Cash at bank and in hand at September 1					421,610			532,894
Cash and cash equivalent at September 1														221,052			421,610			532,894

Effect of foreign exchange rate changes					451			453						(270	)		451			453


Cash at bank and in hand at August 31					221,052			421,610
Cash and cash equivalent at August 31														578,175			221,052			421,610


Analysis of the balances of cash and cash equivalents
Cash at bank and in hand														588,665			226,416			434,604
Bank overdrafts — unsecured														(10,490	)		(5,364	)		(12,994	)


														578,175			221,052			421,610

The accompany notes are integral part of these consolidated financial statements.

~~F-5~~F-7

1		Significant accounting policies

*(a)*		*Statement of compliance*

		City Telecom (H.K.) Limited (the “Company”) was incorporated in Hong Kong on May 19, 1992 under the Hong Kong Companies Ordinance. City Telecom (H.K.) Limited and its subsidiaries (collectively referred to as the “Group”) are engaged in the provision of international telecommunications services and fixed telecommunications network services to customers in Hong Kong and Canada.

		The accompanying consolidated financial statements have been prepared in accordance with all applicable International Financial Reporting Standards (“IFRSs”) issued by the International Accounting Standards Board (“IASB”), which collective term includes all applicable individual International Financial Reporting Standards, International Accounting Standards (“IASs”) and Interpretations issued by the IASB.

		In prior periods, the Company prepared its consolidated financial statements in accordance with Hong Kong Financial Reporting Standards (“HKFRSs”), which collective term includes all applicable individual Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards (“HKASs”) and Interpretations issued by the Hong Kong Institute of Certified Public Accountants (“HKICPA”) and accounting principles generally accepted in Hong Kong. Although HKFRSs have been fully converged with IFRSs in all material respects since January 1, 2005, the accompanying consolidated financial statements are the first published financial statements in which the Company makes an explicit and unreserved statement of compliance with IFRSs. Therefore, in preparing these financial statements management has given due consideration to the requirements of IFRS 1, First-time Adoption of International Financial Reporting Standards. The date of the Company’s transition to IFRSs was determined to be September 1, 2007, being the beginning of the earliest period for which the Company presents full comparative information in these financial statements.

		With due regard to the Company’s accounting policies in previous periods and the requirements of IFRS 1, management has concluded that no adjustments to the amounts reported under HKFRSs as at the date of transition to IFRSs, or in respect of the year ended August 31, 2008, were required in order to enable the Company to make an explicit and unreserved statement of compliance with IFRSs in the first IFRS financial statements which included these amounts as comparatives.

		The IASB has issued a number ofa new or revised IFRSs that are first effective or available for early adoption for the current accounting period of the Group and the Company. ~~However, none~~The equivalent new or revised HKFRSs consequently issued by HKICPA as a result of these developments have the same effective date as those issued by the IASB and are in all material respects identical to the pronouncements issued by the IASB. Of these, the following developments are relevant to the ~~Company’s operations.~~Group’s financial statements:

	•		IFRS/HKFRS 8,Operating segments

	•		IAS/HKAS1 (revised 2007),Presentation of financial statements

	•		Amendments to IFRS/HKFRS 7,Financial instruments: disclosure — improving disclosures about financial instruments

		The impact of these developments is as follows:

		IFRS/HKFRS 8 requires segment disclosure to be based on the way that the Group’s chief operating decision-maker regards and manages the Group, with the amounts reported for each reportable segment being the measures reported to the Group’s chief operating decision-marker for the purposes of assessing segment performance and making decisions about operating matters. The new requirement under IFRS/HKFRS 8 is consistent with the Group’s segment information presented in prior years. The adoption of HKFRS 8 had no material impact on the reportable segments being identified and disclosed.

		As a results of the adoption of IAS/HKAS 1 (revised 2007), details of changes in equity during the period arising from transactions with equity shareholders in their capacity as such have been presented separately from all other income and expenses in a revised consolidated statement of changes in equity. All other items of income an expense are presented in the consolidated income statement, if they are recognized as part of profit or loss for the period, or otherwise in a new primary statement, the consolidated statement of comprehensive income. Corresponding amounts have been restated to conform to the new presentation. The change in presentation has no effect on reported profit or loss, total income and expense or net assets for any period presented.

		As a result of the adoption of the amendments to IFRS/HKFRS 7, the financial statements include expanded disclosure in note 24(e)(i) about the fair value measurement of the Group’s financial instruments, categorizing these fair value measurements into a three-level fair value hierarchy accordingly to the extent to which they are based on observable market data.

		The Group has taken advantage of the transitional provisions set out in the amendments to IFRS/HKFRS 7, under which comparative information for the newly required disclosures about the fair value measurements of financial instruments has not been provided.

F-8

1		Significant accounting policies (continued)

*(a)*		*Statement of compliance (continued)*

		The Group has not applied any new standard or interpretation that is not yet effective for the current accounting period (see note ~~31)~~32).

		The consolidated financial statements were authorized for issue by the Board of Directors on November ~~5, 2009.~~9, 2010.

*(b)*		*Basis of preparation of the financial statements*

		The measurement basis used in the preparation of the financial statements is the historical cost basis except that certain financial assets are stated at their fair values or amortized costs as explained in the accounting policies set out below (see notes 1(j), ~~1(k)~~1(l) and 1(r)).

		The preparation of financial statements in conformity with IFRSs requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

		The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

		Judgments made by management in the application of IFRSs that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed in note ~~30.~~31.

*(c)*		*Subsidiaries and controlled entities*

		Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account.

~~F-6~~

1		~~Significant accounting policies (continued)~~

*(d)*		*Group accounting*

(i)		Consolidation

		An investment in a subsidiary is consolidated into the consolidated financial statements from the date that control commences until the date that control ceases.

		Intra-group balances and transactions and any unrealized profits arising from intra-group transactions are eliminated in full in preparing the consolidated financial statements. Unrealized losses resulting from intra-group transactions are eliminated in the same way as unrealized gains but only to the extent that there is no evidence of impairment.

(ii)		Translation of foreign currencies

		Transactions in foreign currencies are translated at exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at exchange rates ruling at the balance sheet date. Exchange differences arising in these cases are dealt with in profit or loss.

		For consolidation purposes, the balance sheets of foreign subsidiaries denominated in foreign currencies are translated at the rates of exchange ruling at the balance sheet date whilst the income statement is translated at an average rate for the year. Exchange differences are dealt with as a movement in reserves.

		The accompanying consolidated financial statements are presented in Hong Kong Dollars, which is the ~~Company’s~~Group’s functional currency. All financial information have been rounded to the nearest thousand.

F-9

1		Significant accounting policies (continued)

*(e)*		*Goodwill*

		Goodwill represents the excess of the cost of a business combination or an investment in an associate or a jointly controlled entity over the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities.

		Goodwill is stated at cost less accumulated impairment losses. Goodwill is allocated to cash-generating units and is tested annually for impairment (see note 1(i)). In respect of associates or jointly controlled entities, the carrying amount of goodwill is included in the carrying amount of the interest in the associate or jointly controlled entity.

		Any excess of the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the cost of a business combination or an investment in an associate or a jointly controlled entity is recognized immediately in profit or loss.

		On disposal of a cash generating unit, an associate or a jointly controlled entity during the year, any attributable amount of goodwill is included in the calculation of the profit or loss on disposal.

*(f)*		*Investment property*

		Investment properties are land and/or buildings which are owned and held to earn rental income and/or for capital appreciation.

		Investment properties are stated in the balance sheet at cost less accumulated depreciation (see note 1(g)) and impairment losses (see note 1(i)) if any. Any gain or loss arising from the retirement or disposal of an investment property is recognized in the income statement. Rental income from investment property is accounted for in accordance with the accounting policy as set out in note ~~1(t)~~1(s)(v).

*(g)*		*Fixed assets*

		Fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses.

		Depreciation is calculated to write off the cost of items of property, plant and equipment, less their estimated residual value, if any, using the straight-line method over their estimated useful lives as follows:

~~Buildings situated on leasehold land are depreciated over the shorter of the unexpired term of lease and their estimated useful lives of 50 years~~

Buildings situated on leasehold land are depreciated over the shorter of the unexpired term of lease and their estimated useful lives of 50 years

~~Leasehold improvements are depreciated over the shorter of the unexpired term of the leases and their estimated useful lives.~~

Leasehold improvements are depreciated over the shorter of the unexpired term of the leases and their estimated useful lives.

Where the parts of an item of property, plant and equipment have different useful lives, the cost of the item is allocated on a reasonable basis between the parts and each part is depreciated separately. Both the useful life of an asset and its residual value, if any, are reviewed annually.

~~F-7~~

1		~~Significant accounting policies (continued)~~

*~~(g)~~*		*~~Fixed assets (continued)~~*

		Major costs incurred in restoring fixed assets to their normal working condition are charged to profit or loss. Major improvements are capitalized and depreciated over their expected useful lives to the Group.

		The gain or loss on disposal of a fixed asset is the difference between the net sales proceeds and the carrying amount of the relevant asset, and is recognized in profit or loss on the date of disposal.

F-10

1		Significant accounting policies (continued)

*(h)*		*Assets held under leases*

		An arrangement, comprising a transaction or a series of transactions, is or contains a lease if the Group determines that the arrangement conveys a right to use a specific asset or assets for an agreed period of time in return for a payment or a series of payments. Such a determination is made based on an evaluation of the substance of the arrangement and is regardless of whether the arrangement takes the legal form of a lease.

(i)		Classification of assets leased to the Group

		Assets that are held by Group under leases which transfer to the Group substantially all the risks and rewards of ownership are classified as being held under finance leases. Leases which do not transfer substantially all the risks and rewards of ownership to the Group are classified as operating leases.

		Land held for own use under an operating lease for which its fair value cannot be measured separately from the fair value of a building situated thereon at the inception of the lease, is accounted for as being held under a finance lease, unless the building is also clearly held under an operating lease (see note 1(h)(iii)).

(ii)		Finance leases

		Where the Group acquired the use of assets under finance leases, the amounts representing the fair value of the leased asset or, if lower, the present value of the minimum lease payments of such assets, are included in fixed assets with the corresponding liabilities, net of finance charges, recorded as obligations under finance leases. Depreciation and impairment losses are accounted for in accordance with the accounting policy as set out in note 1(g) and note 1(i). Finance charges implicit in the lease payments are charged to profit or loss over the period of the leases so as to produce an approximately constant periodic rate of charge on the remaining balance of the obligations for each accounting period.

(iii)		Operating leases

		Leases where substantially all the risks and rewards of ownership of assets remain with the lessor are accounted for as operating leases. Receipts and payments made under operating leases net of any incentives received by/from the lessor are credited/charged to profit or loss on a straight-line basis over the lease periods.

*(i)*		*Impairment of assets*

(i)		Impairment of investments in debt and equity securities and accounts ~~receivable~~ and other receivables

		Investments in debt and equity securities and other current and non-current receivables that are stated at cost or amortized cost or are classified as available-for-sale securities ~~and other current and non-current receivables that are stated at cost or amortized cost~~ are reviewed at each balance sheet date to determine whether there is objective evidence of impairment. Objective evidence of impairment includes observable data that comes to the attention of the Group about one or more of the following loss events:

	-•		significant financial difficulty of the debtor;

	-•		a breach of contract, such as a default or delinquency in interest or principal payments;

	-•		it becoming probable that a debtor will enter bankruptcy or other financial reorganization; and

	-•		a significant or prolonged decline in the fair value of an investment in an equity instrument below its cost.

F-11

1		Significant accounting policies (continued)

*(i)*		*Impairment of assets (continued)*

(i)		Impairment of investments in debt and equity securities and accounts and other receivables (continued)

		If any such evidence exists, any impairment loss is determined and recognized as follows:

	-•		For ~~unquoted equity securities~~trade and other current receivables and non-current receivables that are carried at cost, the impairment loss is measured as the difference between the carrying amount of the financial asset and the estimated future cash flows, discounted at the current market rate of return for a similar financial asset where the effect of discounting is material. Impairment losses for current and non-current receivables that are carried at cost are reversed if in a subsequent period the amount of the impairment loss decreases. Impairment losses for equity securities are not reversed.

	-		~~For~~other financial assets carried at amortized cost, the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate (i.e. the effective interest rate computed at initial recognition of these assets). This assessment is made collectively where financial assets carried at amortized cost share similar risk characteristics, such as similar past due status, and have not been individually assessed as impaired. Future cash flows for financial assets which are assessed for impairment collectively are based on historical loss experience for assets with credit risk characteristics similar to the collective group.

~~F-8~~

1		~~Significant accounting policies (continued)~~

*~~(i)~~*		*~~Impairment of assets (continued)~~*

~~(i)~~		~~Impairment of investments in debt and equity securities and accounts receivable and other receivables (continued)~~

			If in a subsequent period the amount of an impairment loss decreases and the decrease can be linked objectively to an event occurring after the impairment loss was recognized, the impairment loss is reversed through profit or loss. A reversal of an impairment loss shall not result in the asset’s carrying amount exceeding that would have been determined had no impairment loss been recognized in prior years.

	-•		For available-for-sale securities, the cumulative loss that has been recognized directly in equity is removed from equity and is recognized in profit or loss. The amount of the cumulative loss that is recognized in profit or loss is the difference between the acquisition cost (net of any principal repayment and amortization) and current fair value, less any impairment loss on that asset previously recognized in profit or loss.

			Impairment losses recognized in profit or loss in respect of available-for-sale equity securities are not reversed through profit or loss. Any subsequent increase in the fair value of such assets is recognized directly in equity.

			Impairment losses in respect of available-for-sale debt securities are reversed if the subsequent increase in fair value can be objectively related to an event occurring after the impairment loss was recognized. Reversals of impairment losses in such circumstances are recognized in profit and loss.

		Impairment losses are written off against the corresponding assets directly, except for impairment losses recognized in respect of accounts receivable, whose recovery is considered doubtful but not remote. In this case, the impairment losses for doubtful debts are recorded using an allowance account. When the Group is satisfied that recovery is remote, the amount considered irrecoverable is written off against accounts receivable and any amounts held in the allowance account relating to that debt are reversed. Subsequent recoveries of amounts previously charged to the allowance account are reversed against the allowance account. Other changes in the allowance account and subsequent recoveries of amounts previously written off directly are recognized in profit or loss.

(ii)		Impairment of other assets

		Internal and external sources of information are reviewed at each balance sheet date to identify indications that the following assets may be impaired or, except in the case of goodwill, an impairment loss previously recognized no longer exists or may have decreased:

	-•		fixed assets;

	-•		investment property; and

	-•		goodwill.

F-12

1		Significant accounting policies (continued)

*(i)*		*Impairment of assets (continued)*

(ii)		Impairment of other assets (continued)

		If any such indication exists, the asset’s recoverable amount is estimated. In addition, for goodwill, the recoverable amount is estimated annually whether or not there is any indication of impairment.

	-•		Calculation of recoverable amount

			The recoverable amount of an asset is the greater of its net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of time value of money and the risks specific to the asset. Where an asset does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the smallest group of assets that generates cash inflows independently (i.e. a cash-generating unit).

	-•		Recognition of impairment losses

			An impairment loss is recognized in profit or loss whenever the carrying amount of an asset, or the cash-generating unit to which it belongs, exceeds its recoverable amount. Impairment losses recognized in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating unit (or group of units) and then, to reduce the carrying amount of the other assets in the unit (or group of units) on a pro rata basis, except that the carrying value of an asset will not be reduced below its individual fair value less costs to sell, or value in use, if determinable.

	-•		Reversals of impairment losses

			In respect of assets other than goodwill, an impairment loss is reversed if there has been a favorable change in the estimates used to determine the recoverable amount. An impairment loss in respect of goodwill is not reversed.

			A reversal of an impairment loss is limited to the asset’s carrying amount that would have been determined had no impairment loss been recognized in prior years. Reversals of impairment losses are credited to profit or loss in the year in which the reversals are recognized.

~~F-9~~

1		~~Significant accounting policies (continued)~~

*~~(j)~~*		*~~Other financial assets~~*

		~~The Group accounts for investments in debt and equity securities are as follows:~~

		Financial assets held for trading and those designated as at fair value through profit or loss at inception are accounted for at fair value. Such financial assets are initially stated at fair value and are classified as current assets, if they are expected to be realized within 12 months. At each balance sheet date the fair value of the financial assets is remeasured, with any resultant gain or loss being recognized in profit or loss. The net gain or loss recognized in profit or loss does not include any interest earned on these investments. Interest income is recognized in accordance with the policies set out in note 1(t)(iv).

		Held-to-maturity securities are dated debt securities that the Group has the positive ability and intent to hold to maturity. Such securities are initially recognized in the balance sheet at fair value plus transaction costs. Subsequently, they are stated in the balance sheet at amortized cost less impairment losses (see note 1(i)(i)).

		Financial assets that are not classified as held for trading, financial assets at fair value through profit or loss or, held-to-maturity securities, are classified as available-for-sale securities. Available-for-sale securities are initially recognized at fair value plus transaction costs. At each balance sheet date the fair value of the assets is remeasured, with any resultant gain or loss recognized directly in equity, except for impairment losses (see note 1(i)(i)) and foreign exchange gains and losses, which are recognized directly in profit or loss. Where these investments are interest-bearing, interest calculated using the effective interest method is recognized in profit or loss. When these investments are derecognized, the cumulative gain or loss previously recognized directly in equity is recognized in profit or loss.

		~~Investments are recognized on the date the Group commits to purchase the investments. Investments are derecognized when:~~

	~~(i)~~		~~the contractual rights to the cash flows from the investment securities expire; or~~

	~~(ii)~~		~~the Group transfers the contractual rights to receive the cash flows of the investment securities.~~

*~~(k)~~(j)*		*Derivative financial instruments*

		Derivative financial instruments ~~that are not designated or do not qualify as hedges~~ are recognized initially at fair value. At each balance sheet date, the fair value ~~of the derivative financial instruments~~ is remeasured. The gain or loss on remeasurement to fair value is ~~charged~~recognized immediately toin profit or ~~loss.~~loss, except where the derivatives qualify for cash flow hedge accounting or hedge of a net investment in a foreign operation, in which case recognition of any resultant gain or loss depends on the nature of the item being hedged. For the years presented in the consolidated financial statements, none of the Group’s derivative financial instruments qualify as hedges or hedge accounting.

*~~(l)~~(k)*		*Deferred expenditure*

		Deferred expenditure represents customer acquisition costs incurred for successful acquisition or origination of a service subscription agreement with a customer. Such costs are deferred and amortized on a straight-line basis over the period of the underlying service subscription agreements.

F-13

1		Significant accounting policies (continued)

*~~(m)~~(l)*		*Accounts receivable*

		~~Accounts receivable~~Trade and other receivables are initially recognized at fair value and thereafter stated at amortized cost less allowance for impairment of doubtful debts (see note 1(i)(i)), except where the receivables are interest-free loans made to related parties without any fixed repayment terms or the effect of discounting would be immaterial. In such cases, the receivables are stated at cost less impairment of doubtful debts (see note 1(i)(i)).

*~~(n)~~(m)*		*Cash, bank balances and pledged bank deposits*

		Cash and bank balances consist of cash on hand, cash in bank accounts and interest-bearing savings accounts. Cash that is restricted for use or pledged as security is disclosed separately on the face of the balance sheet, and is not included in the cash and bank balances total in the consolidated statements of cash flows. The pledged bank deposits represent cash maintained at a bank as security for bank facility and bank guarantees issued by the bank to third party suppliers and utility vendors (see note 27).

*~~(o)~~(n)*		*Financial guarantees issued, provisions and contingent liabilities*

(i)		Financial guarantees issued

		Financial guarantees are contracts that require the issuer (i.e. the guarantor) to make specified payments to reimburse the beneficiary of the guarantee (the “holder”) for a loss the holder incurs because a specified debtor fails to make payment when due in accordance with the terms of a debt instrument.

		Where the Group issues a financial guarantee, the fair value of the guarantee (being the transaction price, unless the fair value can otherwise be reliably estimated) is initially recognized as deferred income within trade and other payables. Where consideration is received or receivable for the issuance of the guarantee, the consideration is recognized in accordance with the Group’s policies applicable to that category of asset. Where no such consideration is received or receivable, an immediate expense is recognized in profit or loss on initial recognition of any deferred income.

~~F-10~~

1		~~Significant accounting policies (continued)~~

*~~(o)~~*		*~~Financial guarantees issued, provisions and contingent liabilities (continued)~~*

~~(i)~~		~~Financial guarantees issued (continued)~~

		The amount of the guarantee initially recognized as deferred income is amortized in profit or loss over the term of the guarantee as income from financial guarantees issued. In addition, provisions are recognized in accordance with note ~~1(o)~~1(n)(ii) if and when (i) it becomes probable that the holder of the guarantee will call upon the Group under the guarantee, and (ii) the amount of that claim on the Group is expected to exceed the amount currently carried in trade and other payables in respect of that guarantee i.e. the amount initially recognized, less accumulated amortization.

(ii)		Other provisions and contingent liabilities

		Provisions are recognized for other liabilities of uncertain timing or amount when the Group has a legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. Where the time value of money is material, provisions are stated at the present value of the expenditure expected to settle the obligation.

		Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.

F-14

1		Significant accounting policies (continued)

*~~(p)~~(o)*		*~~Employee~~Talent benefits*

(i)		~~Employee leave~~Leave entitlements

		~~Employee entitlements~~Entitlements to annual leave and long service leave are recognized when they accrue to ~~employees.~~individuals employed by the Group hereinafter (referred to as “Talents”), including directors of the Company. A provision is made for the estimated liability for annual leave and long-service leave as a result of services rendered by ~~employees~~Talents up to the balance sheet date.

		~~Employee entitlements~~Entitlements to sick leave and maternity or paternity leave are not recognized until the time of leave.

(ii)		Profit sharing and bonus plans

		Provisions for profit sharing and bonus plans are recognized when the Group has a present legal or constructive obligation as a result of services rendered by ~~employees~~Talents and a reliable estimate of the obligation can be made.

(iii)		Retirement benefit costs

		The Group contributes to defined contribution retirement schemes which are available to certain ~~employees.~~Talents. Contributions to the schemes by the Group are calculated as a percentage of ~~employees’~~Talents’ basic salaries and charged to profit or loss. The Group’s contributions are reduced by contributions forfeited by those ~~employees~~Talents who leave the scheme prior to vesting fully in the contributions.

		The assets of the scheme are held in an independently administered fund that is separated from the Group’s assets.

(iv)		Share-based payments

		The fair value of share options granted to ~~employees~~Talents is recognized as an ~~employee~~Talent cost with a corresponding increase in capital reserve within equity. The fair value is measured at grant date using the Black-Scholes option pricing model or Monte Carlo model, taking into account the terms and conditions upon which the options were granted. Where the ~~employees~~Talents have to meet vesting conditions before becoming unconditionally entitled to the share options, the total estimated fair value of the share options is spread over the vesting period, taking into account the probability that the options will vest.

		During the vesting period, the number of share options that is expected to vest is reviewed. Any adjustment to the cumulative fair value recognized in prior years is charged/credited to profit or loss, unless the original ~~employee~~Talent expenses qualify for recognition as an asset, with a corresponding adjustment to the capital reserve. On vesting date, the amount recognized as an expense is adjusted to reflect the actual number of share options that vest (with a corresponding adjustment to the capital reserve) except where forfeiture is only due to not achieving vesting conditions that relate to the market price of the Company’s shares. The amount related to share options expense is recorded in the capital reserve until either the option is exercised or the option expires.

~~F-11~~

1		~~Significant accounting policies (continued)~~

*~~(q)~~(p)*		*Deferred taxation*

		Deferred taxation is provided, ~~in full,~~ using the balance sheet liability method, on temporary differences ~~arising~~ between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also arise from unused tax losses. Taxation rates enacted or substantively enacted at the balance sheet date are used to measure deferred tax assets and liabilities.

		Deferred tax assets are recognized to the extent that it is probable that future taxable ~~profit~~profits will be available against which the temporary differences can be utilized.

F-15


1		Deferred taxation is provided on temporary differences arising on investments in subsidiaries except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not be reversed in the foreseeable future.Significant accounting policies (continued)

*~~(r)~~(p)*		*~~Senior notes~~Deferred taxation (continued)*

		~~Long-term debt, representing senior notes,~~The following temporary differences, of which deferred taxes are not provided for: initial recognition of goodwill, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit (provided they are not part of a business combination), and temporary differences relating to investments in subsidiaries to the extent that, in the case of taxable differences, the Group controls the timing of the reversal and it is probable that the temporary differences will not be reversed in the foreseeable future, or in the case of deductible differences, unless it is probable that they will reverse in the future.

		Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on the same taxable entity.

*(q)*		*Interest-bearing borrowings*

		Interest-bearing borrowings are recognized initially at fair value less ~~incidental costs of issuance.~~attributable transaction costs. Subsequent to initial recognition, the ~~senior notes~~interest-bearing borrowings are stated at amortized cost with the difference between amortized cost and redemption value recognized in profit or loss over the period of borrowings using the effective interest method.

*~~(s)~~(r)*		*Trade and other payables*

		Trade and other payables are initially recognized at fair value. Except for financial guarantee liabilities measured in accordance with note ~~1(o)~~1(n), trade and other payables are subsequently stated at amortized cost unless the effect of discounting would be immaterial, in which case they are stated at cost.

*~~(t)~~(s)*		*Revenue recognition*

(i)		Revenue for the provision of international telecommunications and fixed telecommunications network services is recognized, when an arrangement exists, service is rendered, the fee is fixed or determinable, and collectibility is probable.

(ii)		Tariff-free period granted to subscribers of fixed telecommunications network services are recognized in profit or loss rateably over the term of the service subscription agreement. Unbilled revenue represents revenue recognized in accordance with the requirement in note ~~1(t)~~1(s)(i) that has not been billed to the subscriber.

(iii)		Amount received in advance for the provision of fixed telecommunications network services is deferred and included under deferred service revenue, and subsequently recognized as revenue on a straight-line basis over the related service period.

(iv)		Interest income is recognized as it accrues using the effective interest method.

(v)		Rental income receivable under operating leases is recognized in profit or loss in equal installments over the periods covered by the lease term. Lease incentives granted are recognized in profit or loss as an integral part of the aggregate net lease payments receivable.

*~~(u)~~(t)*		*Borrowing costs*

		Borrowing costs that are directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of that asset.

		All other borrowing costs are charged to profit or loss in the year in which they are incurred.

*~~(v)~~*		*~~Segment reporting~~*

		~~In accordance with the Group’s internal financial reporting, the Group has determined that the primary reporting format is business segment and secondary reporting format is geographical segment.~~

		Segment assets consist primarily of goodwill, fixed assets, receivables and cash. Segment liabilities comprise operating liabilities and exclude items such as taxation and certain corporate borrowings. Capital expenditure comprises additions to fixed assets.

		In respect of geographical segment reporting, sales are reported based on the country in which the customer is located. Total assets and capital expenditure are reported based on where the assets are located.

~~F-12~~F-16

1		Significant accounting policies (continued)

*~~(w)~~(u)*		*Segment reporting*

		Operating segments, and the amounts of each segment item reported in the financial statements, are identified from the financial information provided regularly to the Group’s most senior executive management for the purposes of allocating resources to, and assessing the performance of, the group’s two lines of business.

		Geographical information is not presented as the majority of the Group’s revenue is attributed to customers in Hong Kong and the majority of the assets are located in Hong Kong.

*(v)*		*Accounting for barter transactions*

		When goods or services are exchanged for goods or services which are of a similar nature and value, the exchange is not regarded as a revenue generating transaction.

		When goods are sold or services are rendered in exchange for dissimilar goods or services, the exchange is regarded as a transaction which generates revenue. The revenue is measured at the fair value of the goods or services received, adjusted by the amount of any cash or cash equivalents transferred. When the fair value of the goods or services received cannot be measured reliably, the revenue is measured at the fair value of the goods or services rendered, adjusted by the amount of any cash or cash equivalents transferred.

*~~(x)~~(w)*		*Related parties*

		For the purposes of these financial statements, a party is considered to be related to the Group if:

	(i)		the party has the ability, directly or indirectly through one or more intermediaries, to control the Group or exercise significant influence over the Group in making financial and operating policy decisions, or has joint control over the Group;

	(ii)		the Group and the party are subject to common control;

	(iii)		the party is an associate of the Group or a joint venture in which the Group is a venturer;

	(iv)		the party is a member of key management personnel of the Group or the Group’s parent, or a close family member of such an individual, or is an entity under the control, joint control or significant influence of such individuals;

	(v)		the party is a close family member of a party referred to in (i) or is an entity under the control, joint control or significant influence of such individuals; or

	(vi)		the party is a post-employment benefit plan which is for the benefit of ~~employees~~Talents of the Group or of any entity that is a related party of the Group.

		Close family members of an individual are those family members who may be expected to influence, or be influenced by, that individual in their dealings with the entity.

F-17

2		~~Revenue~~Turnover and segment information

The Group is principally engaged in the provision of international telecommunications services and fixed telecommunications network services to customers in Hong Kong and Canada. Revenues recognized during the year are as follows:

2009 2008
HK$’000 HK$’000
Revenue

International telecommunications services 247,359 291,943
Fixed telecommunications network services (note 2(c)) 1,230,880 1,011,038

1,478,239 1,302,981

2010 2009 2008
HK$’000 HK$’000 HK$’000
Turnover

International telecommunications services 218,589 247,359 291,943
Fixed telecommunications network services (note 2(b)) 1,356,098 1,230,880 1,011,038

1,574,687 1,478,239 1,302,981

*(a)*		*Primary reporting format — business segments*

		The Group is organized on a worldwide basis into two business segments:


-	•	International telecommunications	:	provision of international long distance calls services

-	•	Fixed telecommunications network	:	provision of dial up and broadband Internet access services , local voice-over-IP services, IP-TV services and corporate data services

~~F-13~~

2		~~Revenue and segment information (continued)~~

*~~(a)~~*		*~~Primary reporting format — business segments (continued)~~*

		The Group’s inter-segment transactions mainly consist of provision of leased lines services. These transactions were entered into on similar terms as those contracted with third parties.

2009
International Fixed
tele- tele-
communications communications
services network services Elimination Group
HK$’000 HK$’000 HK$’000 HK$’000
Revenue
- External sales 247,359 1,230,880 — 1,478,239
- Inter-segment sales 5,669 19,784 (25,453 ) —

253,028 1,250,664 (25,453 ) 1,478,239

Segment results 61,631 203,515 265,146

Other revenues 41,540
Finance costs (55,127 )

Profit before taxation 251,559
Income tax expense (38,730 )

Net profit 212,829


	2008										2010
	International		Fixed								International		Fixed
	tele-		tele-								tele-		tele-
	communications		communications								communications		communications
	services		network services		Elimination			Group			services		network services		Elimination			Group
	HK$’000		HK$’000		HK$’000			HK$’000			HK$’000		HK$’000		HK$’000			HK$’000
Revenue
Turnover
- External sales		291,943		1,011,038		—			1,302,981			218,589		1,356,098		—			1,574,687
- Inter-segment sales		5,692		22,680		(28,372	)		—			5,673		16,673		(22,346	)		—


		297,635		1,033,718		(28,372	)		1,302,981			224,262		1,372,771		(22,346	)		1,574,687


Segment results		63,225		95,295					158,520			54,173		219,618					273,791

Other revenues									24,989

Other income, net																			7,989
Finance costs									(75,137	)									(22,235	)


Profit before taxation									108,372										259,545
Income tax benefit									16,818
Income tax expense																			(42,679	)


Net profit									125,190										216,866

~~F-14~~F-18

2		Revenue and segment information (continued)

(a)

Primary reporting format — business segments (continued)

2009
International Fixed
tele- tele-
communications communications
services network services Group
HK$’000 HK$’000 HK$’000
Segment assets 297,516 1,487,528 1,785,044

Segment liabilities 81,194 295,035 376,229
Unallocated liabilities 180,288

Total liabilities 556,517

Capital expenditure incurred during the year 1,820 284,914 286,734
Depreciation for the year 15,154 191,087 206,241

2009
International Fixed
tele- tele-
communications communications
services network services Elimination Group
HK$’000 HK$’000 HK$’000 HK$’000
Turnover
- External sales 247,359 1,230,880 — 1,478,239
- Inter-segment sales 5,669 19,784 (25,453 ) —

253,028 1,250,664 (25,453 ) 1,478,239

Segment results 61,631 203,515 265,146

Other income, net 41,540
Finance costs (55,127 )

Profit before taxation 251,559
Income tax expense (38,730 )

Net profit 212,829

2008
International Fixed
tele- tele-
communications communications
services network services Group
HK$’000 HK$’000 HK$’000
Segment assets 426,781 1,627,300 2,054,081
Unallocated assets 26,335

Total assets 2,080,416

Segment liabilities 80,756 276,771 357,527
Unallocated liabilities 690,282

Total liabilities 1,047,809

Capital expenditure incurred during the year 4,293 207,391 211,684
Depreciation for the year 19,587 190,464 210,051

2008
International Fixed
tele- tele-
communications communications
services network services Elimination Group
HK$’000 HK$’000 HK$’000 HK$’000
Turnover
- External sales 291,943 1,011,038 — 1,302,981
- Inter-segment sales 5,692 22,680 (28,372 ) —

297,635 1,033,718 (28,372 ) 1,302,981

Segment results 63,225 95,295 158,520

Other income, net 24,989
Finance costs (75,137 )

Profit before taxation 108,372
Income tax benefit 16,818

Net profit 125,190

~~F-15~~F-19

Revenue and segment information (continued)

(a)

Primary reporting format — business segments (continued)

2010
International Fixed
tele- tele-
communications communications
services network services Group
HK$’000 HK$’000 HK$’000
Segment assets 590,888 1,660,661 2,551,549

Segment liabilities 92,982 289,085 382,067
Unallocated liabilities 180,943

Total liabilities 563,010

Capital expenditure incurred during the year 5,223 339,621 344,844
Depreciation for the year 12,637 186,392 199,029

2009
International Fixed
tele- tele-
communications communications
services network services Group
HK$’000 HK$’000 HK$’000
Segment assets 298,412 1,491,996 1,790,408

Segment liabilities 82,090 299,503 381,593
Unallocated liabilities 180,288

Total liabilities 561,881

Capital expenditure incurred during the year 1,820 284,914 286,734
Depreciation for the year 15,154 191,087 206,241

F-20

Revenue and segment information (continued)

*(b)*		*~~Secondary reporting format — geographical segments~~*

		~~The Group’s two business segments are managed in two main geographical areas:~~

~~- Hong Kong~~

~~- Canada~~

In disclosing information on the basis of geographical segments, revenue and segment results are disclosed based on the geographical location of customers. Total assets and capital expenditure are disclosed based on the geographical location of the assets.

~~There were no sales between the geographical segments.~~

2009
Segment Total Capital
Revenue results assets expenditure
HK$’000 HK$’000 HK$’000 HK$’000
Hong Kong 1,461,715 264,859 1,768,643 286,193
Canada 16,524 287 16,401 541

1,478,239 265,146 1,785,044 286,734

2008
Segment Total Capital
Revenue results assets expenditure
HK$’000 HK$’000 HK$’000 HK$’000
Hong Kong 1,281,069 157,485 2,040,496 211,482
Canada 21,912 1,035 13,585 202

1,302,981 158,520 2,054,081 211,684

Unallocated assets 26,335

Total assets 2,080,416

~~F-16~~

2		~~Revenue and segment information (continued)~~

*~~(c)~~*		Hong Kong Broadband Network Limited (“HKBN”), a wholly-owned subsidiary of the Company, is a Fixed Telecommunications Network Services (“FTNS”) licensee and provides interconnection services to enable delivery of telecommunications service to customers of different operators. Since the FTNS license was granted by the Telecommunication Authority (“TA”) and interconnection services have been provided, HKBN has been billing mobile operators for the interconnection services provided to them and recognizing revenue (“mobile interconnection charges”) based on management’s best estimate of the amounts to be collected. In prior years, majority of the mobile operators rejected HKBN’s demand for payment of the mobile interconnection charges. As a result of non-payment by certain mobile operators, in 2004, the Group requested the TA to make a determination (the “2004 Determination”) on the level of mobile interconnection charges payable by one of the mobile operators (“mobile operator under dispute”) to HKBN; and the effective date of the determined mobile interconnection charges.

		In June 2007, TA issued the 2004 Determination which set out the rates of mobile interconnection charge payable by the mobile operator under dispute for interconnection services provided by HKBN for the period from April 1, 2002 to August 31, 2004 and the mobile operator under dispute paid mobile interconnection charge for the relevant period accordingly.

		Subsequent to June 2007, HKBN entered into contractual agreements with several mobile operators which agreed to pay mobile interconnection charges based on the 2004 Determination for the period from April 1, 2002 to August 31, 2004 and with respect to the period after August 31, 2004 at the interim rate stated in the contractual agreements. The interim rate is subject to adjustment based on further determination to be issued by the TA.

		In February 2008, since certain mobile operators had still not yet settled their mobile interconnection charges for interconnection services provided by HKBN, HKBN requested TA to make a new determination on the rate of mobile interconnection charge and interest thereon with ~~those~~the four mobile operators.

		In September 2008, TA ~~indicated that it~~ accepted HKBN’s request for determination on the rate of mobile interconnection charges for the period from April 1, 2002 to April 26, 2009 payable by the mobile operators that have not reached contractual agreements with HKBN, and the rate for the period from September 1, 2004 to April 26, 2009 payable by those mobile operators that have reached contractual agreements with HKBN, and the interest rate thereon (the “2008 Determination”). ~~As at August 31, 2009, the 2008 Determination was still in progress.~~

		~~For~~In May 2010, TA issued its decision on the ~~year ended August 31, 2009,~~2008 Determination which set out the rates of mobile interconnection charges payable by the mobile operators under dispute.

		Based on the 2008 determination, the Group ~~recognized~~reversed approximately HK$19,706,000 revenue related to mobile interconnection charges and recognized approximately HK$10,053,000 interest income during the year ended August 31, 2010.

		Included in the accounts receivable balance as at August 31, 2010 were receivable relating to mobile interconnection charges of HK$~~20,558,000 (2008:~~39,763,000 (August 31, 2009: HK$~~29,568,000)~~68,802,000) representing the amount of mobile interconnection charges management expects to collect.

F-21

3		Network costs

		Network costs mainly include interconnection charges paid to local and overseas carriers, leased line rentals, program fees, and production costs for the IP-TV service, and do not include depreciation charge which is included in other operating expenses.

		The Group estimates the Universal Services Contributions (“USC”) payable to PCCW-HKT to fund the costs of network development in remote areas in Hong Kong and includes such estimated costs as part of the network costs. TA periodically reviews ~~that~~the actual costs of such developments and revises the amounts owed to PCCW-HKT or to be refunded by PCCW-HKT to the USC contributing parties.

		On December 28, 2007, TA issued a statement (the “2007 TA Statement”) on the USC and confirmed the actual contribution level for the period from January 1, 2005 to June 30, 2007. Based on the 2007 TA Statement, HK$7,617,000 was recorded as a reduction against the network costs of the Group for the year ended August 31, 2008.

		On April 8, 2009, TA issued a statement (the “2009 TA Statement”) on the USC and confirmed the actual contribution level for the period from July 1, 2007 to June 30, 2008. Based on the 2009 TA Statement, no additional payment or refund of USC from PCCW-HKT was required.

		~~The~~On April 27, 2010, TA issued a statement (the “2010 TA Statement”) on the USC and confirmed the actual contribution level for the period ~~subsequent~~from July 1, 2008 to ~~June~~April 30, ~~2008 has~~2009. Based on the 2010 TA Statement, no additional payment or refund of USC from PCCW-HKKT was required

		Based on the 2010 TA Statement, TA decided that USC contributing parties are not ~~yet been confirmed by TA.~~required to pay provisional USC from May 1, 2009 onwards until a further review of the USC.

~~F-17~~F-22

4		Profit before taxation

		*Profit before taxation is arrived at after charging/(crediting) the following:*

(a)

Other operating expenses


	2009		2008		2010			2009		2008
	HK$’000		HK$’000		HK$’000			HK$’000		HK$’000
Advertising and marketing expenses		299,794		307,743		372,727			299,794		307,743
Amortization of deferred expenditure (note 15)		53,160		33,777
Amortization of deferred expenditure (note 14)						48,621			53,160		33,777
Auditors’ remuneration		3,455		3,687		2,910			3,455		3,687
Depreciation of owned fixed assets		205,624		209,464		198,323			205,624		209,464
Depreciation of fixed assets held under finance lease		617		587		706			617		587
Operating lease charges in respect of land and buildings		17,010		13,296		22,669			17,010		13,296
Operating lease charges in respect of equipment		42		50		39			42		50
Provision for doubtful debts (note 16(b))		12,103		14,293
Loss on disposal of fixed assets		1,016		1,431
Staff costs (note 4(d))		302,279		247,460
Provision for doubtful debts (note 15(b))						14,742			12,103		14,293
(Gain)/loss on disposal of fixed assets						(1,375	)		1,016		1,431
Talent costs (note 4(d))						301,760			302,279		247,460
Others		142,864		134,306		144,482			142,864		134,306


		1,037,964		966,094		1,105,604			1,037,964		966,094

(b)

Other ~~revenues~~income, net

2009 2008
HK$’000 HK$’000
Interest income (4,869 ) (15,596 )
Other income (note) (36,671 ) (9,393 )

(41,540 ) (24,989 )


~~Note:~~		~~Included in other income was the gain on extinguishment of the 10-year senior notes of HK$31,371,000 (2008: HK$2,582,000) for the year ended August 31, 2009.~~

2010 2009 2008
HK$’000 HK$’000 HK$’000
Interest income (11,372 ) (4,869 ) (15,596 )
Loss/(gain) on extinguishment of 10-year senior notes (note 22(a)) 9,650 (31,371 ) (2,582 )
Net exchange gain (324 ) (3,038 ) (1,923 )
Others (5,943 ) (2,262 ) (4,888 )

(7,989 ) (41,540 ) (24,989 )

(c)

Finance costs


	2009		2008		2010		2009		2008
	HK$’000		HK$’000		HK$’000		HK$’000		HK$’000
Interest element of finance leases		27		34		42		27		34
Interest on 10-year senior notes		52,670		70,010		5,881		52,670		70,010
Amortization of incidental issuance costs		1,545		1,665		188		1,545		1,665
Other borrowing cost		885		3,428
Interest on bank borrowings						1,379		—		—
Amortization of upfront costs on bank borrowings						192		—		—
Change in fair value of derivative financial instrument						11,293		—		—
Other borrowing costs						3,260		885		3,428


		55,127		75,137		22,235		55,127		75,137

F-23

4 Profit before taxation (continued)

(d)

~~Staff~~Talent costs


	2009			2008			2010			2009			2008
	HK$’000			HK$’000			HK$’000			HK$’000			HK$’000
Wages and salaries		278,905			226,097			277,883			278,905			226,097
Provision for annual leave		613			2,642			561			613			2,642
Equity settled share-based transaction		4,768			4,114			5,347			4,768			4,114
Retirement benefit costs — defined contribution plans (note 8)		34,614			29,738			38,820			34,614			29,738
Less: staff costs capitalized as fixed assets		(16,621	)		(15,131	)
Less: Talent costs capitalized as fixed assets								(20,851	)		(16,621	)		(15,131	)


		302,279			247,460			301,760			302,279			247,460

Staff costs include directors’ emoluments and research and development cost of HK$10,824,000 (2008: HK$9,593,000) but exclude staff costs of HK$13,461,000 (2008: HK$14,482,000) recorded in network costs and HK$214,272,000 (2008: Talent costs include directors’ emoluments and research and development cost of HK$11,169,000 (2009: HK$10,824,000, 2008: HK$9,593,000) but exclude Talent costs of HK$11,098,000 (2009: HK$13,461,000, 2008: HK$14,482,000) recorded in network costs and HK$229,399,000 (2009: HK$214,272,000, 2008:HK$194,724,000) recorded in advertising and marketing expenses.

~~F-18~~

~~Profit before taxation (continued)~~

Talent costs include all compensation and benefits paid to and accrued for all individuals employed by the Group, including directors.

(e)

Other items


	2009			2008			2010		2009			2008
	HK$’000			HK$’000			HK$’000		HK$’000			HK$’000
Gain on extinguishment of 10-year senior notes (note 22(a))		(31,371	)		(2,582	)
Net exchange gain		(3,038	)		(1,923	)
Realized and unrealized gain on other financial assets		(189	)		(3,284	)
Realized loss on derivative financial instruments		—			1,039			—		—			1,039
Realized gain on long-term bank deposit		—			(1,185	)		—		—			(1,185	)
Realized and unrealized gain on other financial assets								—		(189	)		(3,284	)

5		~~Income tax (expense)/ benefit~~

		Hong Kong profits tax has been provided at the rate of 16.5% (2008: 16.5%) on the estimated assessable profit for the year. Taxation on overseas profits has been calculated on the estimated assessable profit for the year at the income tax rates prevailing in the overseas countries in which the Group operates.

		~~The amount of income tax (expense)/ benefit in the consolidated income statement represents:~~

5 Income tax (expense)/benefit

2009 2008
HK$’000 HK$’000
Current taxation:
- Hong Kong profits tax — (391 )
- Overseas taxation (1,622 ) (1,929 )
- Under-provision of overseas taxation in prior years — (2,552 )
Deferred taxation:
- Origination and reversal of temporary differences (note 21) (37,108 ) (4,645 )
- Recognition of previously unrecognized tax losses (note 21) — 26,335

Income tax (expense)/ benefit (38,730 ) 16,818

Hong Kong profits tax has been provided at the rate of 16.5% (2009 and 2008: 16.5%) on the estimated assessable profit for the year. Taxation on other jurisdictions has been calculated on the estimated assessable profit for the year at the income tax rates prevailing in the other jurisdictions in which the Group operates.

The amount of income tax (expense)/benefit in the consolidated income statement represents:

2010 2009 2008
HK$’000 HK$’000 HK$’000
Current taxation:

Hong Kong
- Provision for the year — — (391 )
- Over-provision in prior years 40 — —
Non-Hong Kong
- Provision for the year (2,585 ) (1,622 ) (1,929 )
- Under-provision in prior years — — (2,552 )

Deferred taxation:

- Origination and reversal of temporary differences (note 20) (40,134 ) (37,108 ) (4,645 )
- Recognition of previously unrecognized tax losses (note 20) — — 26,335

Income tax (expense)/benefit (42,679 ) (38,730 ) 16,818

F-24

5 Income tax (expense)/benefit (continued)

The Group’s income tax (expense)/benefit differs from the theoretical amount that would arise using profits before taxation at applicable tax rates as follows:

2010 2009 2008
HK$’000 HK$’000 HK$’000
Profit before taxation 259,545 251,559 108,372

Notional tax on profit before taxation, calculated at the prevailing tax rates applicable to profit in the jurisdictions concerned (43,781 ) (42,240 ) (18,927 )
Effect of non-taxable income 4,692 1,466 3,452
Effect of (loss)/gain on extinguishment of 10-year senior notes not subject to taxation (1,592 ) 5,176 426
Effect of non-deductible expenses (2,367 ) (3,648 ) (6,353 )
Effect of recognition of prior year unrecognized tax losses (note) — — 26,335
Over/(under)-provision in prior years 40 — (2,552 )
Effect of utilization of prior year unrecognized tax losses — — 12,013
Effect of share based payment — — 2,324
Effect of tax losses not recognized — — (74 )
Others 329 516 174

Income tax (expense)/benefit (42,679 ) (38,730 ) 16,818

~~The Group’s income tax (expense)/ benefit differs from the theoretical amount that would arise using profits before taxation at applicable tax rates as follows:~~

2009 2008
HK$’000 HK$’000
Profit before taxation 251,559 108,372

Notional tax on profit before taxation, calculated at the prevailing tax rates applicable to profit in the countries concerned (42,240 ) (18,927 )
Effect of gain on extinguishment of 10-year senior notes not subject to taxation 5,176 426
Effect of non-taxable income 1,466 3,452
Effect of non-deductible expenses (3,648 ) (6,353 )
Effect of recognition of prior year unrecognized tax losses (note) — 26,335
Effect of utilization of prior year unrecognized tax losses 518 12,013
Under-provision in prior years — (2,552 )
Effect of share based payment — 2,324
Effect of tax losses not recognized — (74 )
Others (2 ) 174

Income tax (expense)/ benefit (38,730 ) 16,818


Note:		Management projects future taxable income by considering all available information, including tax planning strategies, historical taxable income, and the expiration period of the unused tax losses carry forwards of each of the Company and its subsidiaries. During the year ended August 31, 2008, taking into consideration of the results of operations, management assessed that it is probable that sufficient future taxable profits will be generated to utilize the unused tax losses of HK$159,606,000 which resulted in the recognition of deferred tax assets of HK$26,335,000.

~~F-19~~F-25

6		Dividends

(a)

Dividends payable to equity shareholders of the Company attributable to the year

2009 2008
HK$’000 HK$’000
Interim dividend declared and paid of HK3 cents per ordinary share (2008: HK4 cents per ordinary share) 19,904 25,602
Final dividend proposed after the balance sheet date, of 16 cents per ordinary share (2008: HK2 cents per ordinary share) 106,269 13,012

126,173 38,614

2010 2009 2008
HK$’000 HK$’000 HK$’000
Interim dividend declared and paid of HK6.5 cents per ordinary share (2009: HK3 cents per ordinary share, 2008: HK4 cents per ordinary share) 49,725 19,904 25,602
Final dividend proposed after the balance sheet date, of HK13.5 cents per ordinary share (2009: HK16 cents per ordinary share, 2008: HK2 cents per ordinary share) 103,275 106,269 13,012

153,000 126,173 38,614

The final dividend proposed after the balance sheet date has not been recognized as a liability at the balance sheet date.

		~~The final dividend proposed after the balance sheet date has not been recognized as a liability at the balance sheet date.~~

*(b)*		*Dividends attributable to the previous financial year, approved and paid during the year:*

2009 2008
HK$’000 HK$’000
Final dividend in respect of the financial year ended August 31, 2008, approved and paid of HK2 cents per ordinary share (2008: HK4 cents per ordinary share in respect of financial year ended August 31, 2007) 13,014 25,082

2010 2009 2008
HK$’000 HK$’000 HK$’000
Final dividend in respect of the financial year ended August 31, 2009, approved and paid of HK16 cents per ordinary share (2009: HK2 cents per ordinary share in respect of financial year ended August 31, 2008, 2008:
HK4 cents per ordinary share in respect of financial year ended August 31, 2007) 108,735 13,014 25,082

		During the year ended August 31, 2009, a scrip dividend option was offered to all shareholders of the Company, excluding shareholders with registered addresses outside Hong Kong, who were entitled to the final dividend in respect of the financial year ended August 31, 2008. 12,212,142 shares were issued during the year ended August 31, 2009 to the shareholders of the Company who had elected to receive all or part of their entitlement to dividends in the form of scrip.

7		~~Earnings per share~~

2009 2008
HK$’000 HK$’000
Profit attributable to shareholders 212,829 125,190

~~Weighted average number of ordinary shares~~

2009 2008
Number Number
of shares of shares
’000 ’000
Issued ordinary shares at the beginning of the year 650,622 616,503
Effect of scrip dividend issued 6,256 7,353
Effect of share options exercised 329 10,159
Effect of shares repurchased and cancelled (6 ) —

Weighted average number of ordinary shares at the end of the year (basic) 657,201 634,015
Incremental shares from assumed exercise of share options 11,183 23,982

Weighted average number of ordinary shares at the end of the year (diluted) 668,384 657,997

Basic earnings per share HK32.4 cents HK19.7 cents

Diluted earnings per share HK31.8 cents HK19.0 cents

~~F-20~~F-26

8		~~Retirement benefit costs~~

		The Group contributes to an Occupational Retirement Scheme (the “ORSO Scheme”), a defined contribution retirement scheme, which is available to some of its employees in Hong Kong. Under the ORSO Scheme, the employees are required to contribute 5% of their monthly salaries, while the Group’s contributions are calculated at 10% and 5% of the monthly salaries of senior management staff and all other staff respectively. The employees are entitled to 100% of the employer’s contributions after 10 years of completed service, or at a reduced scale after completion of 3 to 9 years’ service. Contributions to the ORSO Scheme are reduced by contributions forfeited by those employees who leave the ORSO Scheme prior to vesting fully in the Group’s contributions.

		A mandatory provident fund scheme (the “MPF Scheme”) has been established under the Hong Kong Mandatory Provident Fund Scheme Ordinance in December 2000. The then existing employees of the Group in Hong Kong could elect to join the MPF Scheme, while all new employees joining the Group in Hong Kong from then onwards are required to join the MPF Scheme. Both the Group and the employees are required to contribute 5% of each individual’s relevant income with a maximum amount of HK$1,000 per month as a mandatory contribution. Employer’s mandatory contributions are 100% vested in the employees as soon as they are paid to the MPF Scheme. Senior employees may also elect to join a Mutual Voluntary Plan (the “Mutual Plan”) in which both the Group and the employee, on top of the MPF Scheme mandatory contributions, make a voluntary contribution to the extent of contributions that would have been made under the ORSO Scheme.

		Pursuant to the relevant regulations in People’s Republic of China (the “PRC”), the Group contributes to a defined contribution retirement scheme organized by the local social security bureau for each employee of the subsidiary in PRC at the rate of 20% of a standard salary base as determined by the local social security bureau. The Group has no other obligation to make payments in respect of retirement benefits of these employees.

		~~The retirement schemes for staff of the Group in other countries follow the local statutory requirements of the respective countries.~~

		~~The aggregate employer’s contributions, net of forfeited contributions, which have been dealt with in the consolidated income statement during the year are as follows:~~

7 Earnings per share

2009 2008
HK$’000 HK$’000
Gross contributions 34,614 29,738

2010 2009 2008
HK$’000 HK$’000 HK$’000
Profit attributable to shareholders 216,866 212,829 125,190

Weighted average number of ordinary shares

2010 2009 2008
Number Number Number
of shares of shares of shares
’000 ’000 ’000
Issued ordinary shares at the beginning of the year 664,180 650,622 616,503
Effect of scrip dividend issued — 6,256 7,353
Effect of share options exercised 14,856 329 10,159
Effect of placement 27,569 — —
Effect of shares repurchased and cancelled — (6 ) —

Weighted average number of ordinary shares at the end of the year (basic) 706,605 657,201 634,015
Incremental shares from assumed exercise of share options 30,011 11,183 23,982

Weighted average number of ordinary shares at the end of the year (diluted) 736,616 668,384 657,997

Basic earnings per share HK30.7 cents HK32.4 cents HK19.7 cents

Diluted earnings per share HK29.4 cents HK31.8 cents HK19.0 cents

F-27

8 Retirement benefit costs

The Group contributes to an Occupational Retirement Scheme (the “ORSO Scheme”), a defined contribution retirement scheme, which is available to some of its Talents in Hong Kong. Under the ORSO Scheme, the Talents are required to contribute 5% of their monthly salaries, while the Group’s contributions are calculated at 10% and 5% of the monthly salaries of senior management Talents and all other Talents respectively. The Talents are entitled to 100% of the employer’s contributions after 10 years of completed service, or at a reduced scale after completion of 3 to 9 years’ service. Contributions to the ORSO Scheme are reduced by contributions forfeited by those Talents who leave the ORSO Scheme prior to vesting fully in the Group’s contributions.

A mandatory provident fund scheme (the “MPF Scheme”) has been established under the Hong Kong Mandatory Provident Fund Scheme Ordinance in December 2000. The then existing Talents of the Group in Hong Kong could elect to join the MPF Scheme, while all new Talents joining the Group in Hong Kong from then onwards are required to join the MPF Scheme. Both the Group and the Talents are required to contribute 5% of each individual’s relevant income with a maximum amount of HK$1,000 per month as a mandatory contribution. Employer’s mandatory contributions are 100% vested in the Talents as soon as they are paid to the MPF Scheme. Senior Talents may also elect to join a Mutual Voluntary Plan (the “Mutual Plan”) in which both the Group and the Talent, on top of the MPF Scheme mandatory contributions, make a voluntary contribution to the extent of contributions that would have been made under the ORSO Scheme.

Pursuant to the relevant regulations in People’s Republic of China (the “PRC”), the Group contributes to a defined contribution retirement scheme organized by the local social security bureau for each Talent of the subsidiary in PRC at the rate of 20% of a standard salary base as determined by the local social security bureau. The Group has no other obligation to make payments in respect of retirement benefits of these Talents.

The retirement schemes for Talents of the Group in other countries follow the local statutory requirements of the respective countries.

The aggregate employer’s contributions, net of forfeited contributions, which have been dealt with in the consolidated income statement during the year are as follows:

2010 2009 2008
HK$’000 HK$’000 HK$’000
Gross contributions 38,820 34,614 29,738

At August 31, 2010, there was no forfeited contribution available to offset future contributions by the Group to the ORSO Scheme (2009 and 2008: Nil).

9 Directors’ and senior management’s emoluments

		~~At August 31, 2009, there was no forfeited contribution available to offset future contributions by the Group to the ORSO Scheme (2008: Nil).~~

9		~~Directors’ and senior management’s emoluments~~

*(a)*		*Directors’ remuneration*

		~~The remuneration of each director for the year ended August 31, 2009 is set out below:~~

Employer’s
contribution
to defined
Discretionary Share-based contribution
Name of director Fee Salary bonuses payment scheme Total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Wong Wai Kay, Ricky — 6,712 1,500 193 670 9,075
Cheung Chi Kin, Paul — 6,714 1,500 193 670 9,077
Yeung Chu Kwong, William — 7,049 1,000 1,764 456 10,269
Lai Ni Quiaque — 2,403 550 1,141 240 4,334
Cheng Mo Chi, Moses 160 — — — — 160
Lee Hon Ying, John 176 — — — — 176
Chan Kin Man 165 — — — — 165
Peh Jefferson Tun Lu 165 — — — — 165

Total 666 22,878 4,550 3,291 2,036 33,421

The remuneration of each director for the year ended August 31, 2010 is set out below:

Employer's
contribution
to defined
Discretionary Share-based contribution
Fee Salary bonuses payment scheme Total
Name of director HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Wong Wai Kay, Ricky — 6,707 1,800 — 670 9,177
Cheung Chi Kin, Paul — 6,709 1,800 — 670 9,179
Yeung Chu Kwong, William — 8,264 2,400 2,526 456 13,646
Lai Ni Quiaque — 2,642 750 2,455 264 6,111
Cheng Mo Chi, Moses 168 — — — — 168
Lee Hon Ying, John 185 — — — — 185
Chan Kin Man 174 — — — — 174
Peh Jefferson Tun Lu 174 — — — — 174

Total 701 24,322 6,750 4,981 2,060 38,814

~~F-21~~F-28

9 Directors’ and senior management’s emoluments (continued)

9		~~Directors’ and senior management’s emoluments (continued)~~

*(a)*		*Directors’ remuneration (continued)*

		~~The remuneration of each director for the year ended August 31, 2008 is set out below:~~

Employer’s
contribution
to defined
Discretionary Share-based contribution
Name of director Fee Salary bonuses payment scheme Total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Wong Wai Kay, Ricky — 6,482 1,054 558 648 8,742
Cheung Chi Kin, Paul — 6,482 1,054 558 648 8,742
Lai Ni Quiaque — 2,250 225 809 225 3,509
Cheng Mo Chi, Moses 152 — — — — 152
Lee Hon Ying, John 168 — — — — 168
Chan Kin Man 158 — — — — 158
Peh Jefferson Tun Lu 158 — — — — 158

Total 636 15,214 2,333 1,925 1,521 21,629

The remuneration of each director for the year ended August 31, 2009 is set out below:

Employer’s
contribution
to defined
Discretionary Share-based contribution
Fee Salary bonuses payment scheme Total
Name of director HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Wong Wai Kay, Ricky — 6,712 1,500 193 670 9,075
Cheung Chi Kin, Paul — 6,714 1,500 193 670 9,077
Yeung Chu Kwong, William — 7,049 1,000 1,764 456 10,269
Lai Ni Quiaque — 2,403 550 1,141 240 4,334
Cheng Mo Chi, Moses 160 — — — — 160
Lee Hon Ying, John 176 — — — — 176
Chan Kin Man 165 — — — — 165
Peh Jefferson Tun Lu 165 — — — — 165

Total 666 22,878 4,550 3,291 2,036 33,421

No director waived any emoluments in respect of the years ended August 31, 2009 and 2010.

The share-based payment represents the expenses determined based on the fair value of share options granted to certain directors under the Company’s share option scheme. Fair value of share options is estimated in accordance with the Group’s significant accounting policies in note 1. The details of the share-based payment are disclosed in note 10.

		~~No director waived any emoluments in respect of the years ended August 31, 2008 and 2009.~~

		The share-based payment represents the expenses determined based on the fair value of share options granted to certain directors under the Company’s share option scheme. Fair value of share options is estimated in accordance with the Group’s significant accounting policies in note 1. The details of the benefits in kind are disclosed in note 10.

*(b)*		*Five highest paid individuals*

		The five individuals whose emoluments were the highest in the Group for the year include four (2008: three) directors whose emoluments are reflected in the analysis presented above. The emoluments payable to the remaining one (2008: two) individual during the year are as follows:

2009 2008
HK$’000 HK$’000
Basic salaries, other allowances and benefits in kind 2,515 8,512
Discretionary bonuses 150 1,137
Share-based payments 332 1,316
Retirement benefit costs – defined contribution plans 106 589

3,103 11,554

The five individuals whose emoluments were the highest in the Group for the year include four (2009: four) directors whose emoluments are reflected in the analysis presented above. The emoluments payable to the remaining one (2009: one) individual during the year are as follows:


	2010		2009
	HK$’000		HK$’000
Basic salaries, other allowances and benefits in kind		2,492		2,515
Discretionary bonuses		300		150
Share-based payments		—		332
Retirement benefit costs — defined contribution plans		181		106


		2,973		3,103

The emoluments fell within the following band:


	Number of individual
	~~2009~~2010		~~2008~~2009
HK$2,500,001 –— HK$3,000,000		—		1
~~HK$3,000,001 – HK$4,000,000~~		1		—
HK$~~9,000,001 –~~3,000,001 — HK$~~10,000,000~~3,500,000		—		1

~~F-22~~F-29

10 Equity settled share-based transactions

The Company operates a share option scheme (the “2002 Share Option Scheme”) which was adopted by shareholders of the Company on December 23, 2002 whereby the directors may, at their discretion, invite eligible participants to receive options to subscribe for shares subject to the terms and conditions stipulated therein.

Under the 2002 Share Option Scheme, the Company may grant options to Talents (including executive, non-executive and independent non-executive directors), suppliers and professional advisers to subscribe for shares of the Company. The maximum number of options authorized under the 2002 Share Option Scheme may not, when aggregated with any shares subject to any other executive and Talent share option scheme, exceed 10% of the Company’s issued share capital on the date of adoption. The exercise price of the option is determined by the Company’s board of directors at a price not less than the highest of (a) the par value of a share; (b) the average closing price of the Company’s shares for five trading days preceding the grant date; and (c) the closing price of the Company’s shares on the date of grant. The 2002 Share Option Scheme is valid and effective for a ten year period up to December 22, 2012 subject to earlier termination by the Company by resolution in general meeting or by the board of directors. The period during which the option may be exercised will be determined by the board of directors at its discretion, save that no option may be exercised after more than ten years from the date of grant.

10		~~Equity settled share-based transactions~~

		The Company operates a share option scheme (the “2002 Share Option Scheme”) which was adopted by shareholders of the Company on December 23, 2002 whereby the directors may, at their discretion, invite eligible participants to receive options to subscribe for shares subject to the terms and conditions stipulated therein.

		Under the 2002 Share Option Scheme, the Company may grant options to employees (including executive, non-executive and independent non-executive directors), suppliers and professional advisers to subscribe for shares of the Company. The maximum number of options authorized under the 2002 Share Option Scheme may not, when aggregated with any shares subject to any other executive and employee share option scheme, exceed 10% of the Company’s issued share capital on the date of adoption. The exercise price of the option is determined by the Company’s board of directors at a price not less than the highest of (a) the par value of a share; (b) the average closing price of the Company’s shares for five trading days preceding the grant date; and (c) the closing price of the Company’s shares on the date of grant. The 2002 Share Option Scheme is valid and effective for a ten year period up to December 22, 2012 subject to earlier termination by the Company by resolution in general meeting or by the board of directors. The period during which the option may be exercised will be determined by the board of directors at its discretion, save that no option may be exercised after more than ten years from the date of grant.

*(a)*		*The terms and conditions of the options*

Options that existed during the year ended August 31, 2010 are as follows, whereby all options are settled by physical delivery of shares:


	Number		Vesting	Exercisable
	of option		conditions	period
2002 Share Option Scheme

Options granted to directors:

-January 5, 2005		16,183,208	Condition 1	On or prior to October 20, 2014
-May 22, 2006		15,178,466	Condition 1	On or prior to May 21, 2016
-February 6, 2008		6,044,791	Condition 3	On or prior to December 23, 2012
-February 11, 2008		6,044,791	Condition 2	On or prior to December 23, 2012
-February 5, 2010		6,000,000	Condition 4	On or prior to February 4, 2020

Options granted to Talents:

-October 21, 2004		6,909,527	Condition 1	On or prior to October 20, 2014
-May 22, 2006		6,414,433	Condition 1	On or prior to May 21, 2016
-August 3, 2006		40,540	Condition 1	On or prior to August 2, 2016
-November 22, 2006		136,545	Condition 1	On or prior to November 14, 2016
-February 15, 2008		1,007,465	Condition 5	On or prior to December 23, 2012
-May 2, 2008		1,007,465	Condition 5	On or prior to December 23, 2012


Total share options		64,967,231

F-30

Equity settled share-based transactions (continued)

*(a)*		*The terms and conditions of the options (continued)*

		*Options that existed during the year ended August 31, 2009 are as follows, whereby all options are settled by physical delivery of shares:*

Number

Vesting

Exercisable

of option

conditions

period

2002 Share Option Scheme

Options granted to directors:

-January 5, 2005

16,183,208

Condition 1

On or prior to October 20, 2014

-May 22, 2006

15,178,466

Condition 1

On or prior to May 21, 2016

-February 6, 2008

6,044,791

Condition 3

On or prior to December 23, 2012

-February 11, 2008

6,044,791

Condition 2

On or prior to December 23, 2012

Options granted to ~~employees:~~Talents:

-October 21, 2004

7,606,712

Condition 1

On or prior to October 20, 2014

-May 22, 2006

7,314,455

Condition 1

On or prior to May 21, 2016

-August 3, 2006

40,540

Condition 1

On or prior to August 2, 2016

-November 22, 2006

136,545

Condition 1

On or prior to November 14, 2016

-February 15, 2008

1,007,465

Condition 35

On or prior to December 23, 2012

-March 11, 2008

302,240

Condition 1

On or prior to December 23, 2012

-May 2, 2008

1,007,465

Condition 35

On or prior to December 23, 2012

Total share options

60,866,678

~~F-23~~

10		~~Equity settled share-based transactions (continued)~~

*~~(a)~~*		*~~The terms and conditions of the options (continued)~~*

		*~~Options that existed during the year ended August 31, 2008 are as follows, whereby all options are settled by physical delivery of shares:~~*

~~Number~~

~~Vesting~~

~~Exercisable~~

~~of option~~

~~conditions~~

~~period~~

~~2002 Share Option Scheme~~

~~Options granted to directors:~~

~~-June 3, 2004~~

~~6,000,000~~

~~Condition 1~~

~~On or prior to June 2, 2014~~

~~-January 5, 2005~~

~~16,106,956~~

~~Condition 1~~

~~On or prior to October 20, 2014~~

~~-May 22, 2006~~

~~15,093,585~~

~~Condition 1~~

~~On or prior to May 21, 2016~~

~~-February 11, 2008~~

~~6,016,309~~

~~Condition 2~~

~~On or prior to December 23, 2012~~

~~Options granted to employees:~~

~~-October 21, 2004~~

~~8,393,399~~

~~Condition 1~~

~~On or prior to October 20, 2014~~

~~-October 3, 2005~~

~~1,000,000~~

~~Condition 1~~

~~On or prior to September 30, 2015~~

~~-May 22, 2006~~

~~14,012,937~~

~~Condition 1~~

~~On or prior to May 21, 2016~~

~~-July 3, 2006~~

~~702,769~~

~~Condition 1~~

~~On or prior to July 2, 2016~~

~~-August 3, 2006~~

~~70,468~~

~~Condition 1~~

~~On or prior to August 2, 2016~~

~~-November 22, 2006~~

~~200,902~~

~~Condition 1~~

~~On or prior to November 14, 2016~~

~~-May 23, 2007~~

~~100,396~~

~~Condition 1~~

~~On or prior to June 11, 2017~~

~~-December 12, 2007~~

~~1,003,956~~

~~Condition 1~~

~~On or prior to December 23, 2012~~

~~-February 6, 2008~~

~~6,016,309~~

~~Condition 3~~

~~On or prior to December 23, 2012~~

~~-February 15, 2008~~

~~4,010,873~~

~~Condition 3~~

~~On or prior to December 23, 2012~~

~~-March 11, 2008~~

~~300,816~~

~~Condition 1~~

~~On or prior to December 23, 2012~~

~~-May 2, 2008~~

~~1,002,718~~

~~Condition 3~~

~~On or prior to December 23, 2012~~

~~Total share options~~

~~80,032,393~~

		The vesting conditions of the respective share option grant are as follows:

		Condition 1

		Options granted will be vested in one year or evenly vested over a period of two to three years. Options are awarded without performance conditions and are exercisable provided the participants have remained employed by the end of respective vesting periods.

		Condition 2

		Vesting of the options is conditional upon the ~~market price~~performance of the Company’s shares ~~reaching a target level~~ over the period from the close of trading in Hong Kong on November 22, 2007 to November 21, 2010. ~~Options~~

		Upon fulfillment of the market conditions, certain options granted ~~are vested~~vest immediately, orwhile other options affected by the same market conditions vest evenly over a period of three ~~years from~~years.

		During the year ended August 31, 2010, one of the clauses in the option agreement has been modified. As a result of this modification, vesting of certain options is now conditional upon the Company reaching a non-market performance condition. Upon fulfillment of this non-market performance condition, a portion of the options affected by this condition vest immediately, while other options affected by this condition vest evenly over a period of three years.

		The Group has accounted for the modification in accordance with IFRS/HKFRS 2 “Share-based payment” by measuring the incremental fair value which is the difference between the fair value of the modified share options and that of the original share options, both estimated as at the date of ~~fulfillment~~the modification, and recognizing the incremental fair value over the period from the modification date until the date when the modified share options vest. The balance of the ~~market condition.~~original grant-date fair value as at the date of modification continues to be recognized over remaining original vesting period. For the year ended August 31, 2010, the amount of incremental fair value recognized in respect of the modification was HK$1,977,000.

F-31

Equity settled share-based transactions (continued)

*(a)*		*The terms and conditions of the options (continued)*

		The vesting conditions of the respective share option grant are as follows: (continued)

		Condition 3

		Vesting of the options is conditional upon the performance of the participants. Options granted are vested over a period of three to four years from the date of fulfillment of ~~the~~certain key performance ~~condition.~~

~~F-24~~

10		~~Equity settled share-based transactions (continued)~~indicators.

		During the year ended August 31, 2010, one of the performance conditions has been modified. Such modification does not result in any incremental fair value, and therefore, there is no financial impact in the financial statements.

		Condition 4

		Vesting of the options is conditional upon the performance of the participants. Options granted are vested immediately from the date of fulfillment of the certain key performance indicators.

		Condition 5

		Vesting of the options is conditional upon the performance of the participants. Options granted are vested over a period of three to four years from the date of fulfillment of certain key performance indicators.

(b)

The number and weighted average exercise prices of share options are as follows:


	2009					2008					2010					2009
	Weighted					Weighted					Weighted					Weighted
	average					average					average					average
	exercise		Number of			exercise		Number of			exercise					exercise
	price		options			price		options			price		Number of			price		Number of
	HK$					HK$					HK$		options			HK$		options
2002 Share Option Scheme

Outstanding at the beginning of the year		1.27		60,581,214			1.09		61,350,000			1.27		58,967,231			1.27		60,581,214
Adjustment to number of options for 2007 Final Dividend (note (i))		—		—			1.10		204,922
Adjustment to number of options for 2008 Interim Dividend (note (ii))		—		—			1.28		177,471
Adjustment to number of options for 2008 Final Dividend (note (iii))		1.27		285,464			—		—
Adjustment to number of options for 2008 Final Dividend (note)												—		—			1.27		285,464
Granted during the year		—		—			1.84		18,300,000			4.24		6,000,000			—		—
Exercised during the year		0.99		(1,416,005	)		1.07		(14,052,268	)		0.82		(20,317,374	)		0.99		(1,416,005	)
Lapsed during the year		1.65		(483,442	)		1.63		(5,398,911	)		—		—			1.65		(483,442	)


Outstanding at the end of the year		1.27		58,967,231			1.27		60,581,214			1.87		44,649,857			1.27		58,967,231


Exercisable at the end of the year		1.12		45,849,756			1.22		36,463,198			1.35		25,603,183			1.12		45,849,756

		The weighted average share price at the date of exercise for the share options exercised during the year was HK$~~0.99 (2008:~~3.85 (2009: HK$~~1.07)~~1.82).

		The options outstanding at August 31, ~~2009~~2010 had a weighted exercise price of HK$~~1.27 (2008:~~1.87 (2009: HK$1.27) and a weighted average remaining contractual life of 54 years ~~(2008: 7~~(2009: 5 years).

Note:

~~Notes:~~


~~(i)~~		As a result of allotment of 11,227,213 new shares to shareholders who elected to receive the 2007 Final Dividend in shares on February 4, 2008, the exercise price of and the number of share subject to the 51,805,000 share options outstanding on December 21, 2007 (being the Record Date for determining the entitlement of 2007 Final Dividend) were adjusted pursuant to the 2002 Share Option Scheme with effect from February 4, 2008.

~~(ii)~~		As a result of allotment of 8,838,938 new shares to shareholders who elected to receive the 2008 Interim Dividend in shares on July 23, 2008, the exercise price of and the number of share subject to the 65,296,047 share options outstanding on June 6, 2008 (being the Record Date for determining the entitlement of 2008 Interim Dividend) were adjusted pursuant to the 2002 Share Option Scheme with effect from July 23, 2008.

~~(iii)~~		As a result of allotment of 12,212,142 new shares to shareholders who elected to receive the 2008 Final Dividend in shares on February 25, 2009, the exercise price of and the number of share subject to the 60,299,426 share options outstanding on December 19, 2008 (being the Record Date for determining the entitlement of 2008 Final Dividend) were adjusted pursuant to the 2002 Share Option Scheme with effect from February 25, 2009. The closing price per ordinary share immediately before the date of the grant of the options was HK$0.88.

F-32

Equity settled share-based transactions (continued)

*(c)*		*Fair value of share options and assumptions*

		In determining the value of the share options granted during the year ended August 31, 2010, the Black-Scholes ~~Model~~option pricing model (the “Black-Scholes Model”) has been ~~used except for the option granted on February 11, 2008 which has adopted the Monte Carlo Model. Both models are~~used. The Black-Scholes Model is one of the most generally accepted methodologies used to calculate the value of options. The variables of the ~~models include~~Black-Scholes Model includes expected life of the options, risk-free interest rate, expected volatility and expected dividend yield of the shares of the Company.

		~~Both models~~In determining the value of the share options granted during the year, the following variables have been applied to the Black-Scholes Model:


*Measurement date*	*February 5, 2010*
Variables
-Expected life	8 years
-Risk-free rate		2.33	%
-Expected volatility		61.49	%
-Expected dividend yield		2.99	%

The above variables were determined as follows:

	(i)		The expected life is estimated to be 8 years from the date of grant (the “Measurement date”).

	(ii)		The risk-fee rate represents the yield of the Hong Kong Exchange Fund Notes corresponding to the expected life of the options as at the Measurement date.

	(iii)		The expected volatility represents the annualized standard deviation of the return on the daily share price of the Company over the period commensurate to the expected life of the options (taking into account the remaining contractual life of the option and the effect of the expected early exercise of the option).

	(iv)		The expected dividend yield is based on the historical dividend yield over the last eight years.

The fair value of the options granted during the year is estimated as below:


Date of grant		February 5, 2010
Fair value per share option		HK$1.94

		The Group recognizes the fair value of share options as an expense in the income statement over the vesting period, or as an asset, if the cost qualifies for recognition as an asset. The fair value of the share options is measured at the date of grant.

		The Black-Scholes Model applied for the determination of the estimated value of the options granted under 2002 Share Option Scheme require input of highly subjective assumptions, including the expected stock volatility. ~~Since~~As the Company’s share options have characteristics significantly different from those of traded options, changes in subjective inputs may materially affect the estimated fair value of the options granted.

~~F-25~~F-33

Goodwill


	HK$’000
*Cost and carrying amount:*
At August 31, ~~2009/2008~~2010/2009		1,066

		*Impairment tests for cash-generating units containing goodwill*

		Goodwill is allocated to the Group’s cash-generating units (“CGU”) identified according to country of operation and business segment as follows:

2009 2008
HK$’000 HK$’000
Fixed telecommunications network service segment 1,066 1,066

2010 2009
HK$’000 HK$’000
Fixed telecommunications network service segment 1,066 1,066

		~~The recoverable amount of the CGU exceeds its carrying amount.~~ The recoverable amount of the CGU is determined based on value-in-use calculations. These calculations use cash flow projections based on financial budgets approved by management covering a five-year period. Cash flows for the five-year period are estimated based on average growth rates of 15% and a pre-tax discount rate of ~~18%~~16%. Cash flows beyond the five year period are assumed to remain constant. The estimated growth rates used are comparable to the growth rate for the industry.

		The key assumption used in the value-in-use calculation is the annual growth of the turnover of the fixed telecommunications network services, which is determined based on the past performance and management’s expectation for market development. The discount rate used is pre-tax and reflects specific risks relating to the fixed ~~telecommunication~~telecommunications services segment.

		Any adverse change in the key assumption could reduce the recoverable amount below carrying amount.

~~F-26~~F-34

Fixed assets


											Telecom-																			Telecom-
											munications,																			munications,
			Leasehold					Furniture,			computer											Leasehold					Furniture,			computer
	Investment		land and		Leasehold			fixtures			and office			Motor						Investment		land and		Leasehold			fixtures			and office			Motor
																				property		buildings		improvements			and fittings			equipment			vehicles			Total
																				HK$’000		HK$’000		HK$’000			HK$’000			HK$’000			HK$’000			HK$’000
*Cost:*

At September 1, 2009																					5,197		90,911		100,447			19,885			2,850,444			12,773			3,079,657
Additions																					—		—		12,885			1,343			330,441			175			344,844
Disposals																					—		—		(212	)		(109	)		(51,906	)		—			(52,227	)
Exchange adjustments																					—		—		166			72			1,230			—			1,468


At August 31, 2010																					5,197		90,911		113,286			21,191			3,130,209			12,948			3,373,742


*Accumulated depreciation:*

At September 1, 2009																					2,309		12,466		69,102			17,017			1,668,160			8,223			1,777,277
Charge for the year																					104		1,818		11,270			1,166			183,052			1,619			199,029
Disposals																					—		—		(212	)		(109	)		(35,344	)		—			(35,665	)
Exchange adjustments																					—		—		156			58			1,074			—			1,288
��

At August 31, 2010																					2,413		14,284		80,316			18,132			1,816,942			9,842			1,941,929


*Net book value:*

At August 31, 2010																					2,784		76,627		32,970			3,059			1,313,267			3,106			1,431,813
	property		buildings		improvements			and fittings			equipment			vehicles			Total
	HK$’000		HK$’000		HK$’000			HK$’000			HK$’000			HK$’000			HK$’000
*Cost:*

At September 1, 2008		5,197		84,244		84,577			19,575			2,644,281			12,624			2,850,498			5,197		84,244		84,577			19,575			2,644,281			12,624			2,850,498
Additions		—		6,667		16,663			416			262,796			192			286,734			—		6,667		16,663			416			262,796			192			286,734
Disposals		—		—		(630	)		(30	)		(55,118	)		(43	)		(55,821	)		—		—		(630	)		(30	)		(55,118	)		(43	)		(55,821	)
Exchange adjustments		—		—		(163	)		(76	)		(1,515	)		—			(1,754	)		—		—		(163	)		(76	)		(1,515	)		—			(1,754	)


At August 31, 2009		5,197		90,911		100,447			19,885			2,850,444			12,773			3,079,657			5,197		90,911		100,447			19,885			2,850,444			12,773			3,079,657


*Accumulated depreciation:*

At September 1, 2008		2,205		10,727		61,269			15,596			1,522,739			6,563			1,619,099			2,205		10,727		61,269			15,596			1,522,739			6,563			1,619,099
Charge for the year		104		1,739		8,286			1,508			192,925			1,679			206,241			104		1,739		8,286			1,508			192,925			1,679			206,241
Disposals		—		—		(294	)		(29	)		(46,214	)		(19	)		(46,556	)		—		—		(294	)		(29	)		(46,214	)		(19	)		(46,556	)
Exchange adjustments		—		—		(159	)		(58	)		(1,290	)		—			(1,507	)		—		—		(159	)		(58	)		(1,290	)		—			(1,507	)


At August 31, 2009		2,309		12,466		69,102			17,017			1,668,160			8,223			1,777,277			2,309		12,466		69,102			17,017			1,668,160			8,223			1,777,277


*Net book value:*

At August 31, 2009		2,888		78,445		31,345			2,868			1,182,284			4,550			1,302,380			2,888		78,445		31,345			2,868			1,182,284			4,550			1,302,380


*Cost:*

At September 1, 2007		5,197		79,598		80,638			17,419			2,475,775			6,818			2,665,445
Additions		—		4,646		2,469			2,189			196,230			6,150			211,684
Disposals		—		—		—			(478	)		(30,564	)		(344	)		(31,386	)
Exchange adjustments		—		—		1,470			445			2,840			—			4,755


At August 31, 2008		5,197		84,244		84,577			19,575			2,644,281			12,624			2,850,498


*Accumulated depreciation:*

At September 1, 2007		2,101		9,123		50,309			13,952			1,346,854			5,883			1,428,222
Charge for the year		104		1,604		9,626			1,617			196,198			902			210,051
Disposals		—		—		—			(286	)		(22,390	)		(222	)		(22,898	)
Exchange adjustments		—		—		1,334			313			2,077			—			3,724


At August 31, 2008		2,205		10,727		61,269			15,596			1,522,739			6,563			1,619,099


*Net book value:*

At August 31, 2008		2,992		73,517		23,308			3,979			1,121,542			6,061			1,231,399

~~F-27~~F-35

12		Fixed assets (continued)

(a)

The Group’s total future aggregate lease income receivable under non-cancellable operating lease are as follows:


	2009		2008		2010		2009
	HK$’000		HK$’000		HK$’000		HK$’000
Leases in respect of investment property which are receivable:
- Within 1 year		258		258		108		258
- After 1 year but within 5 years		—		258		—		—


						108		258
		258		516

Leases in respect of telecommunications facilities and computer equipment which are receivable:
- Within 1 year		1,566		979		2,335		1,566
- After 1 year but within 5 years		1,071		292		607		1,071


		2,637		1,271		2,942		2,637


		2,895		1,787		3,050		2,895

*(b)*		At August 31, ~~2009,~~2010, the fair value of the investment property ~~approximates its carrying value.~~is HK$5,300,000. Management estimated the fair value of the investment property based on its open market value.

*(c)*		The net book value of interests in leasehold land and buildings and investment property situated in Hong Kong are analyzed as follows:

2009 2008
HK$’000 HK$’000
Leases of between 10 to 50 years 81,333 76,509

~~Representing:~~


	2009		2008		2010		2009
					HK$’000		HK$’000
Leases of between 10 to 50 years						79,411		81,333


Representing:
	HK$’000		HK$’000
Leasehold land and building carried at cost		78,445		73,517		76,627		78,445
Investment property carried at cost less impairment loss		2,888		2,992		2,784		2,888

		81,333		76,509
						79,411		81,333

*(d)*		In addition to the leasehold land and buildings classified as being held under a finance lease, the Group leases telecommunications, computer and office equipment under finance leases expiring from one to ~~six~~five years. At the end of the lease term the Group has the option to purchase the equipment at a price deemed to be a bargain purchase option. None of the leases included contingent rental.

		At August 31, ~~2009,~~2010, the net book value of telecommunications, computer and office equipment under finance lease held by the Group amounted to HK$~~1,289,000 (2008:~~674,000 (2009: HK$~~1,411,000)~~1,289,000).

~~F-28~~F-36

13		Principal subsidiaries

		The following is a list of the principal subsidiaries which principally affected the results, assets or liabilities of the Group at August 31, ~~2009:~~2010:


		Principal
		activities	Particulars
	Place of	and place of	of issued	Percentage of
Name	incorporation	operations	share capital	interest held
Attitude Holdings Limited	British Virgin Islands	Inactive	Ordinary US$1		100

Automedia Holdings Limited	British Virgin Islands	Investment holding in Hong Kong	Ordinary US$1		* 100

City Telecom (B.C.) ~~Inc.~~Inc.#	Canada	Provision of international telecommunications and dial-up internet access services in Canada	Common Canadian dollar (“CAD”) 501,000		100

City Telecom (Canada) ~~Inc.~~Inc.#	Canada	Leasing and maintenance of switching equipment and provision of operational services in Canada	Common CAD100		100

City Telecom ~~Inc.~~Inc.#	Canada	Provision of international telecommunications and dial-up internet access services in Canada	Common CAD1,000		100

City Telecom International Limited	British Virgin Islands	Investment holding in Hong Kong	Ordinary US$5,294		* 100

Credibility Holdings Limited	British Virgin Islands	Investment holding in Hong Kong	Ordinary US$1		* 100

~~F-29~~F-37

13		Principal subsidiaries (continued)

		The following is a list of the principal subsidiaries which principally affected the results, assets or liabilities of the Group at August 31, ~~2009:~~2010: (continued)


		Principal
		activities	Particulars
	Place of	and place of	of issued	Percentage of
Name	incorporation	operations	share capital	interest held
CTI Guangzhou Customer Services Co. Ltd. (translated from the registered name in Chinese)#	PRC	Provision of administrative support services in the PRC	Paid in capital of HK$8,000,000		* 100

CTI Marketing Company Limited	Hong Kong	Inactive	Ordinary HK$10,000		100

Golden Trinity Holdings Limited	British Virgin Islands	Investment holding in Hong Kong	Ordinary US$1		* 100

Hong Kong Broadband Network Limited	Hong Kong	Provision of international telecommunications and fixed telecommunications network services in Hong Kong	Ordinary HK$383,049		100

~~IDD 1600~~IDD1600 Company Limited	Hong Kong	Provision of international telecommunications services in Hong Kong	Ordinary HK$2		100

SGBN Singapore Broadband Network Pte. Limited	Singapore	Inactive	Ordinary Singapore dollar (“SG$”) 1		* 100


*		Shares held directly by the Company.

~~F-30~~

~~Other financial assets~~


	~~2009~~		~~2008~~
	~~HK$’000~~		~~HK$’000~~
~~Debt securities, at fair value and unlisted outside Hong Kong~~		—		~~27,997~~

		~~Note:~~

#		~~The balance as at August 31, 2008 was an investment in debt security with principal amount of US$3,000,000. During the year ended August 31, 2009, the debt security matured.~~

15		~~Deferred expenditure~~Subsidiaries not audited by KPMG

14 Deferred expenditure


	2009			2008			2010			2009
	HK$’000			HK$’000			HK$’000			HK$’000
Balance as at the beginning of the year		56,095			21,367			49,460			56,095
Additions during the year		46,525			68,505			34,773			46,525
Less: amortization charge for the year (note 4(a))		(53,160	)		(33,777	)		(48,621	)		(53,160	)


		49,460			56,095			35,612			49,460
Current portion		(36,674	)		(40,704	)		(28,986	)		(36,674	)


Balance as at the end of the year		12,786			15,391			6,626			12,786

		Deferred expenditure represents costs incurred to acquire subscribers of the services offered by the Group, which is treated as customer acquisition costs and are amortized over the period of the underlying service subscription agreements.

16		~~Accounts receivable, other receivables, deposits and prepayments~~

2009 2008
HK$’000 HK$’000
Accounts receivable 123,352 152,227
Less: Allowance for doubtful debts (3,160 ) (11,944 )

120,192 140,283
Other receivables, deposits and prepayments 69,765 82,726

189,957 223,009

~~F-31~~F-38

16		~~Accounts receivable, other receivables, deposits and prepayments (continued)~~

15 Accounts receivable, other receivables, deposits and prepayments

2010 2009
HK$’000 HK$’000
Accounts receivable 105,552 123,352
Less: Allowance for doubtful debts (5,823 ) (3,160 )

99,729 120,192
Other receivables, deposits and prepayments 89,490 69,765

189,219 189,957

*(a)*		*Aging analysis*

		The aging analysis of accounts receivable is as follows:

2009 2008
HK$’000 HK$’000
Current - 30 days 32,427 45,462
31 - 60 days 13,663 17,507
61 - 90 days 3,953 7,249
Over 90 days 73,309 82,009

123,352 152,227

2010 2009
HK$’000 HK$’000
Current — 30 days 41,244 32,427
31 — 60 days 9,024 13,663
61 — 90 days 5,245 3,953
Over 90 days 50,039 73,309

105,552 123,352

		The majority of the Group’s accounts receivable are due within 30 days from the date of billings. Subscribers with receivable that are more than 3 months overdue are requested to settle all outstanding balance before further credit is granted.

*(b)*		*Impairment of accounts receivable*

		Impairment losses in respect of accounts receivable are recorded using an allowance account unless the Group is satisfied that recovery of the amount is remote, in which case the impairment loss is written off against accounts receivable directly (see note 1(i)(i)).

		The movement in the allowance for doubtful debts during the year including both specific and collective loss components is as follows:


	2009			2008			2010			2009			2008
	HK$’000			HK$’000			HK$’000			HK$’000			HK$’000
Balance as at the beginning of the year		11,944			22,392			3,160			11,944			22,392
Impairment loss recognized		12,103			14,293			14,742			12,103			14,293
Uncollectible amounts written off		(20,887	)		(24,741	)		(12,079	)		(20,887	)		(24,741	)


Balance as at the end of the year		3,160			11,944			5,823			3,160			11,944

F-39

15		Accounts receivable, other receivables, deposits and prepayments (continued)

*(c)*		*Accounts receivable that are not impaired*

		The aging analysis of accounts receivable that are neither individually nor collectively considered to be impaired are as follows:


	2009		2008		2010		2009
	HK$’000		HK$’000		HK$’000		HK$’000
Neither past due nor impaired		32,427		45,462		41,244		32,427
0 - 30 past due		13,663		17,507
31 - 60 past due		3,953		7,249
0 — 30 past due						9,024		13,663
31 — 60 past due						5,245		3,953
Over 60 past due		70,149		70,065		44,216		70,149


		120,192		140,283		99,729		120,192

		Receivables that were neither past duenor impaired relate to a wide range of customers for whom there was no recent history of default.

		The amounts over 60 days past due for the Group included receivable relating to mobile interconnection charges of HK$~~68,802,000~~39,763,000 as at August 31, ~~2009~~2010 (August 31, ~~2008:~~2009: HK$~~64,407,000)~~68,802,000) (see note ~~2(c)~~2(b)).

~~F-32~~

16		~~Accounts receivable, other receivables, deposits and prepayments (continued)~~

*~~(c)~~*		*~~Accounts receivable that are not impaired (continued)~~*

		Other accounts receivable that were past due but not impaired relate to a number of independent customers that have a good track record ~~with the Group.~~of payment. Based on past experience, management believes that no impairment allowance is necessary in respect of these balances as there has not been a significant change in credit quality and the balances are still considered fully recoverable. The Group does not hold collateral over these balances.

*(d)*		*Other receivables, deposits and prepayments*

		Other receivables, deposits and prepayments consist of deposits for purchase of fixed assets, rental deposit, interest receivable, unbilled revenue, prepayment and other receivables.

17		~~Cash at bank and in hand~~ All of the other receivables, except rental deposits are expected to be recovered within one year.

F-40

2009 2008
HK$’000 HK$’000
Time deposits with banks and other financial institutions 77,500 264,943
Cash at bank and in hand 143,552 156,667

Cash at bank and in hand in the balance sheet 221,052 421,610

~~Accounts payable, other payables and accrued charges~~

2009 2008
HK$’000 HK$’000
Accounts payable 37,555 52,324
Other payables and accrued charges 206,487 178,114

244,042 230,438

16 Cash at bank and in hand

2010 2009
HK$’000 HK$’000
Time deposits with banks and other financial institutions 262,280 77,500
Cash at bank and in hand 326,385 148,916

Cash at bank and in hand in the balance sheet 588,665 226,416

17 Accounts payable, other payables and accrued charges

2010 2009
HK$’000 HK$’000
Accounts payable 35,128 37,555
Other payables and accrued charges 195,931 206,487

231,059 244,042

(a)

The aging analysis of the accounts payable was as follows:

2009 2008
HK$’000 HK$’000
Current - 30 days 12,621 18,802
31 - 60 days 1,778 4,025
61 - 90 days 189 8,334
Over 90 days 22,967 21,163

37,555 52,324

2010 2009
HK$’000 HK$’000
Current — 30 days 6,838 12,621
31 — 60 days 1,982 1,778
61 — 90 days 1,647 189
Over 90 days 24,661 22,967

35,128 37,555

*(b)*		*Other payables and accrued charges*

		Other payables and accrued charges primarily consist of accrual for ~~staff~~Talents salaries and bonus, carrier fees and charges, payable for purchase of fixed assets, advertising and promotional expenses as well as interest ~~payable in respect of the 10-year senior notes.~~payable.


1918		Deferred service revenue

Deferred service revenue primarily includes service fees received from customers in advance for the Group’s fixed telecommunications network services. Service fees received in advance is deferred and recognized as revenue on a straight-line basis over the related contract period.

~~F-33~~F-41

2019

Capital and reserves

Capital
Share Share Capital redemption Retained Exchange
capital premium reserve reserve profits reserve Total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
At September 1, 2008 65,062 670,717 19,013 — 275,025 2,790 1,032,607
Profit attributable to shareholders — — — — 212,829 — 212,829
Dividend paid in respect of previous year — — — — (3,108 ) — (3,108 )
Shares issued in respect of scrip dividend of previous year 1,221 8,685 — — (9,906 ) — —
Dividend paid in respect of current year — — — — (19,904 ) — (19,904 )
Shares issued upon exercise of share option 142 1,806 (549 ) — — — 1,399
Equity settled share-based transactions — — 4,768 — — — 4,768
Exchange adjustments on translation of the financial statements of subsidiaries — — — — — 70 70
Repurchase and cancellation of ordinary shares (7 ) — — 7 (134 ) — (134 )

At August 31, 2009 66,418 681,208 23,232 7 454,802 2,860 1,228,527

(a) Share capital

Share Share Capital Retained Exchange
capital premium reserve profits reserve Total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
At September 1, 2007 61,650 622,433 18,109 200,519 1,171 903,882
Profit attributable to shareholders — — — 125,190 — 125,190
Dividend paid in respect of previous year — — — (5,915 ) — (5,915 )
Shares issued in respect of scrip dividend of previous year 1,123 18,044 — (19,167 ) — —
Dividend paid in respect of current year — — — (11,371 ) — (11,371 )
Shares issued in respect of scrip dividend of current year 884 13,347 — (14,231 ) — —
Shares issued upon exercise of share option 1,405 16,893 (3,300 ) — — 14,998
Equity settled share-based transactions — — 4,204 — — 4,204
Exchange adjustments on translation of the financial statements of subsidiaries — — — — 1,619 1,619

At August 31, 2008 65,062 670,717 19,013 275,025 2,790 1,032,607

2010 2009
No. of Amount No. of Amount
Shares HK$’000 shares HK$’000
Authorized:

Ordinary shares of HK$0.10 each 2,000,000,000 200,000 2,000,000,000 200,000

Issued and fully paid:

Ordinary shares of HK$0.10 each
At the beginning of the year 664,179,970 66,418 650,621,823 65,062
Shares issued in respect of scrip dividend of the previous year (note (i)) — — 12,212,142 1,221
Shares issued upon exercise of share options (note (ii)) 20,317,374 2,032 1,416,005 142
Shares issued upon placement (note (iii)) 80,500,000 8,050 — —
Repurchase and cancellation of ordinary shares — — (70,000 ) (7 )

At the end of the year 764,997,344 76,500 664,179,970 66,418

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per ordinary share at meetings of the Company. All ordinary shares rank equally with regard to the Company’s residual assets.

Notes:

	(i)		On February 25, 2009, the Company issued and allotted 12,212,142 ordinary shares to shareholders who elected to receive the 2008 final dividend in shares pursuant to the scrip dividend scheme announced by the Company on January 9, 2009. These shares rank pari passu with the existing shares of the Company in all respects.

	(ii)		During the year ended August 31, 2010, 20,317,374 ordinary shares (2009: 1,416,005 ordinary shares) were issued at a weighted average exercise price of HK$0.82 per ordinary share (2009: HK$0.99 per ordinary share) to share option holders who had exercised their options. These shares so issued rank pari passu with the then existing ordinary shares in issue.

	(iii)		On April 28, 2010, the Company completed its public offering of 4,025,000 American Depositary Shares (ADSs). An aggregate of 80,500,000 ordinary shares (4,025,000 ADSs) were issued at a price of HK$5.0455 per ordinary share (US$13.00 per ADS) to independent professional, institutional and private investors. The Company raised net proceeds of approximately HK$379,612,000 from the ADS offering.

~~F-34~~F-42

2019

Capital and reserves (continued)

(a) Share capital (continued)

Notes: (continued)


	(iv)		The movement of outstanding share options during the year was as follows:

Number of Number of
share options share options
Exercise outstanding at outstanding
price September 1, at August 31,
Date of grant per share 2009 Granted Exercised Lapsed 2010
October 21, 2004 HK$1.5224 6,909,527 — 2,750,847 — 4,158,680
January 5, 2005 HK$1.5224 16,183,208 — — — 16,183,208
May 22, 2006 HK$0.6523 21,592,899 — 16,409,456 — 5,183,443
August 3, 2006 HK$0.7018 40,540 — 40,540 — —
November 22, 2006 HK$0.7216 136,545 — 136,545 — —
February 6, 2008 HK$1.7568 6,044,791 — 502,000 — 5,542,791
February 11, 2008 HK$1.8660 6,044,791 — — — 6,044,791
February 15, 2008 HK$1.7568 1,007,465 — 402,986 — 604,479
May 2, 2008 HK$1.7866 1,007,465 — 75,000 — 932,465
February 5, 2010 HK$4.2400 — 6,000,000 — — 6,000,000

58,967,231 6,000,000 20,317,374 — 44,649,857

		During the year ended August 31, 2010, options were granted under the 2002 Share Option Scheme to eligible participant for the subscription of 6,000,000 shares of the Company at an exercise price of HK$4.24 each.

		Each option entitles the holder to subscribe for one share of HK$0.10 each in the Company at a predetermined exercise price.

(b)		*Nature and purpose of reserves*

(i)		Share premium

		The application of the share premium account is governed by Sections 48B of the Hong Kong Companies Ordinance.

(ii)		Capital reserve

		The capital reserve comprises the fair value of the actual or estimated number of unexercised share options granted to ~~employees~~Talents of the Group that was recognized in accordance with the accounting policy adopted for share based payment in note ~~1(p)~~1(o).

(iii)		PRC statutory reserve

		In accordance with Accounting Regulations for Business Enterprises, foreign investment enterprises in the PRC are required to transfer at least 10% of their profit after taxation, as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) to the general reserve until the balance of the general reserve is equal to 50% of their registered capital.

		For the year ended August 31, ~~2009,~~2010, CTI Guangzhou Customer Services Co Ltd (“CTIGZ”), a wholly-owned subsidiary of the Group, made appropriation to the statutory reserve of ~~RMB510,000 (2008: RMB324,000)~~RMB597,000 (2009: RMB510,000). The accumulated balance of the statutory reserve maintained at the CTIGZ as at August 31, ~~2009~~2010 was ~~RMB1,415,000 (2008: RMB905,000)~~RMB2,012,000 (2009: RMB1,415,000). The statutory reserve can be used to reduce previous years’ losses and to increase the capital of the subsidiary.

(iv)		Exchange reserve

		The exchange reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations. The reserve is dealt with in accordance with the accounting policies set out in note 1(d)(ii).

*~~(a)~~*		*~~Share capital~~*

2009 2008
No. of Amount No. of Amount
Shares HK$’000 shares HK$’000
Authorized:

Ordinary shares of HK$0.10 each 2,000,000,000 200,000 2,000,000,000 200,000

Issued and fully paid:

Ordinary shares of HK$0.10 each
At the beginning of the year 650,621,823 65,062 616,503,404 61,650
Shares issued in respect of scrip dividend of the previous year (note (i)) 12,212,142 1,221 11,227,213 1,123
Shares issued in respect of scrip dividend of the current year (note (ii)) — — 8,838,938 884
Shares issued upon exercise of share options (note (iii)) 1,416,005 142 14,052,268 1,405
Repurchase and cancellation of ordinary shares (70,000 ) (7 ) — —

At the end of the year 664,179,970 66,418 650,621,823 65,062

~~Notes:~~

~~(i)~~		On February 25, 2009, the Company issued and allotted 12,212,142 ordinary shares to shareholders who elected to receive the 2008 final dividend in shares pursuant to the scrip dividend scheme announced by the Company on January 9, 2009. These shares rank pari passu with the existing shares of the Company in all respects.

		On February 4, 2008, the Company issued and allotted 11,227,213 ordinary shares to shareholders who elected to receive, the 2007 final dividend in shares pursuant to the scrip dividend scheme announced by the Company on January 4, 2008. These shares rank pari passu with the existing shares of the Company in all respects.

~~F-35~~F-43

2019		Capital and reserves (continued)

*~~(a)~~*		*~~Share capital (continued)~~*

		~~Notes: (continued)~~

	~~(ii)~~		On July 23, 2008, the Company issued and allotted 8,838,938 ordinary shares to shareholder, who elected to receive the 2008 interim dividend in shares pursuant to the scrip dividend scheme announced by the Company on June 19, 2008. These shares rank pari passu with the existing shares of the Company in all respects.

	~~(iii)~~		During the year ended August 31, 2009, 1,416,005 ordinary shares (2008: 14,052,268 ordinary shares) were issued at a weighted average price of HK$0.99 per ordinary share (2008: HK$1.07 per ordinary share) to share option holders who had exercised their options. These shares so issued rank pari passu with the then existing ordinary shares in issue.

	~~(iv)~~		~~The movement of outstanding share options during the year was as follows:~~

Adjustment
Number to number Number
of share of options of share
options for 2008 options
Exercise outstanding at final outstanding
price September 1, dividend at August 31,
Date of grant per share 2008 Granted (note (i)) Exercised Lapsed 2009
October 21, 2004 HK$1.5224 7,571,582 — 35,130 546,184 151,001 6,909,527
January 5, 2005 HK$1.5224 16,106,956 — 76,252 — — 16,183,208
May 22, 2006 HK$0.6523 22,387,555 — 105,366 869,821 30,201 21,592,899
August 3, 2006 HK$0.7018 40,349 — 191 — — 40,540
November 22, 2006 HK$0.7216 135,902 — 643 — — 136,545
February 6, 2008 HK$1.7568 6,016,309 — 28,482 — — 6,044,791
February 11, 2008 HK$1.8660 6,016,309 — 28,482 — — 6,044,791
February 15, 2008 HK$1.7568 1,002,718 — 4,747 — — 1,007,465
March 11, 2008 HK$1.8164 300,816 — 1,424 — 302,240 —
May 2, 2008 HK$1.7866 1,002,718 — 4,747 — — 1,007,465

60,581,214 — 285,464 1,416,005 483,442 58,967,231

		~~During the year ended August 31, 2009, no options were granted under the 2002 Share Option Scheme.~~

		~~Each option entitles the holder to subscribe for one share of HK$0.10 each in the Company at a predetermined exercise price.~~

~~F-36~~

20		~~Capital and reserves (continued)~~

*~~(b)~~(c)*		*Capital management*

		The Group’s primary objectives when managing capital are to maintain a reasonable capital structure, safeguard the Group’s ability to continue as a going concern, and to provide returns for shareholders.

		The Group manages the amount of capital in proportion to risk, and makes adjustments to its capital structure through the amount of dividend payment to shareholders, issuance of scrip and new shares, and managing its debt portfolio in conjunction with cash flow requirements, taking into account its future financial obligations and commitments.

		The Group monitors its capital structure by reviewing its net debt to net asset gearing ratio. For this purpose, the Group defines net debt as total loans less cash at bank and in hand and long-term bank deposits.

		The net debt to net asset gearing ratio as at August 31, ~~2009~~2010 and ~~2008~~2009 are as follows:


	2009			2008			2010			2009
	HK$’000			HK$’000			HK$’000			HK$’000
Unsecured
- 10-year senior notes due 2015		162,586			683,242
- Obligation under finance lease		732			376
- 10-year senior notes								—			162,586
- Long-term bank loan								123,567			—
- Obligations under finance leases								605			732


Total loans		163,318			683,618			124,172			163,318
Less: Cash and bank balances		(221,052	)		(421,610	)
Less: Cash at bank and in hand								(588,665	)		(226,416	)
Add: Bank overdrafts — unsecured								10,490			5,364


Net (cash)/debt		(57,734	)		262,008
Net cash								(454,003	)		(57,734	)
Net asset		1,228,527			1,032,607			1,688,539			1,228,527


Net debt to net asset gearing ratio		—			0.25			—			—

		~~The decrease in net debt to net asset gearing ratio is mainly due to the repurchase of the 10-year senior notes (see note 22(a)).~~

		Neither the Company nor any of its subsidiaries are currently subject to externally imposed capital requirements.


2120		Deferred taxation

		~~Deferred tax assets are recognized to the extent it is probable that future taxable profits will be generated against which the temporary differences can be utilized.~~

The ~~components~~movements of net deferred tax ~~assets/~~(liabilities)/assets recognized in the balance sheet ~~and the movements~~ are as follows:


	2009			2008			2010			2009			2008
	HK$’000			HK$’000			HK$’000			HK$’000			HK$’000
Balance as at the beginning of the year		21,398			(291	)		(15,709	)		21,398			(291	)
Exchange differences		1			(1	)		—			1			(1	)
Deferred taxation (charged)/credited to income statement
- relating to the origination and reversal of temporary differences (note 5)		(37,108	)		(4,645	)
- relating to the recognition of unrecognized tax losses in prior years (note 5)		—			26,335
- relating to the origination and reversal of temporary differences								(40,134	)		(37,108	)		(4,645	)
- relating to the recognition of unrecognized tax losses in prior years								—			—			26,335


Balance as at the end of the year		(15,709	)		21,398			(55,843	)		(15,709	)		21,398

~~F-37~~F-44

2120		Deferred taxation (continued)

		As at August 31, ~~2009,~~2010, the Group has not recognized deferred tax assets in respect of unused tax losses of HK$~~8,154,000 (2008:~~8,242,000 (2009: HK$~~9,518,000)~~8,154,000) because it is not probable that future taxable profits can be generated to utilize the tax losses. ~~All tax losses are subject to agreement with local tax authorities.~~


	2009		2008		2010		2009
	HK$’000		HK$’000		HK$’000		HK$’000
After 5 years		2,455		3,810		2,553		2,455
No expiry date		5,699		5,708		5,689		5,699

		8,154		9,518
						8,242		8,154

		According to the Corporate Income Tax (“CIT”) law and its relevant regulations, PRC-resident enterprises are levied withholding tax at 10% on dividends to their non-PRC-resident corporate investors for earnings accumulated beginning on January 1, 2008, and undistributed earnings generated prior to January 1, 2008 are exempt from such withholding tax. In addition, under theArrangement between the Mainland of China and Hong Kong Special Administration Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasionand its related regulations, a qualified Hong Kong Company will be liable for withholding tax at the rate of 5% for the dividend income derived from the PRC, if the Hong Kong company is the “beneficial owner” and holds 25% of equity interest or more of the PRC company directly. At August 31, 2010, the Group has not recognized deferred tax liabilities in respect of temporary differences relating to the undistributed earnings of its PRC subsidiary approximately amounting HK$12,283,000 (2009: HK$5,393,000) as the Group controls the dividend policy of the subsidiary and it does not consider that it is probable that profits will not be distributed in the foreseeable future.

		The ~~movement~~components in deferred tax assets and liabilities ~~(prior to offsetting of balances within~~recognized in the ~~same taxation jurisdiction)~~balance sheet and the related movements during the year isare as follows:


	Accelerated depreciation allowance						Accelerated depreciation allowance
	2009			2008			2010			2009			2008
	HK$’000			HK$’000			HK$’000			HK$’000			HK$’000
*Deferred tax liabilities*

At the beginning of the year		(126,447	)		(134,910	)		(131,766	)		(126,447	)		(134,910	)
(Charged)/credited to consolidated income statement		(5,326	)		8,463
Charged to consolidated income statement								(15,027	)		(5,326	)		8,463
Exchange differences		7			—			(6	)		7			—


At the end of the year		(131,766	)		(126,447	)		(146,799	)		(131,766	)		(126,447	)


	Tax losses									Tax losses
	2009			2008			2010			2009			2008
	HK$’000			HK$’000			HK$’000			HK$’000			HK$’000
*Deferred tax assets*

At the beginning of the year		147,845			134,619			116,057			147,845			134,619
(Charged)/credited to consolidated income statement		(31,782	)		13,227
Charged to consolidated income statement								(25,107	)		(31,782	)		13,227
Exchange differences		(6	)		(1	)		6			(6	)		(1	)


At the end of the year		116,057			147,845			90,956			116,057			147,845

Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on the same taxable entity. The following amounts, determined after appropriate offsetting, are shown in the balance sheet:


	2009			2008			2010			2009
	HK$’000			HK$’000			HK$’000			HK$’000
Deferred tax assets		—			26,335			—			—
Deferred tax liabilities		(15,709	)		(4,937	)		(55,843	)		(15,709	)

								(55,843	)		(15,709	)
		(15,709	)		21,398

~~F-38~~F-45

Derivative financial instrument


	2010		2009
	HK$’000		HK$’000
Non-current liability

Interest rate swap, at fair value through profit or loss		11,293		—

		During the year ended August 31, 2010, the Group entered into a 5-year interest rate swap contract with a HK$175,000,000 notional amount to hedge against interest rate risk. Under this arrangement, the Group will pay a fixed rate interest on the notional amount on a quarterly basis, and receive a floating interest rate at HIBOR rate. The contract is recognized initially at fair value and is remeasured at each balance sheet date.

		The Interest rate swap does not quality for hedge accounting under IAS/HKAS 39,Financial instruments: Recognition and measurement, and therefore changes in its fair value is recognized immediately in profit or loss.

22		Long-term debt and other liabilities

2010 2009
HK$’000 HK$’000
10-year senior notes (note (a)) — 162,586
Long-term bank loan — unsecured (note (b)) 123,567 —
Obligations under finance leases (note (c)) 605 732

124,172 163,318

Current portion of — obligations under finance leases (212 ) (202 )

123,960 163,116

At August 31, 2010, the Group’s long-term debt and other liabilities were repayable as follows:

2010 2009
HK$’000 HK$’000
Long-term debt
- after 2 years but within 5 years 123,567 —
- after 5 years — 162,586

Obligations under finance leases
- Within 1 year 212 202
- After 1 year but within 2 years 105 197
- After 2 years but within 5 years 288 263
- After 5 years — 70

605 732

Less: Current portion of obligations under finance leases (212 ) (202 )

393 530

123,960 163,116

F-46

Long-term debt and other liabilities (continued)

2009 2008
HK$’000 HK$’000
10-year senior notes due 2015 (note (a)) 162,586 683,242
Obligation under finance lease (note (b)) 732 376

163,318 683,618

Current portion of - - obligation under finance lease (202 ) (121 )

163,116 683,497

~~At August 31, 2009, the Group’s long-term debt and other liabilities were repayable as follows:~~

2009 2008
HK$’000 HK$’000
Long-term debt and other liabilities, repayable:
- 10-year senior notes due 2015
- after the fifth year 162,586 683,242

Obligations under finance lease
- Within 1 year 202 121
- After 1 year but within 2 years 197 129
- After 2 years but within 5 years 263 126
- After 5 years 70 —

732 376

Less: Current portion of obligations under finance lease (202 ) (121 )

530 255

163,116 683,497

Notes:

(a)		On January 20, 2005, the Company issued unsecured 10-year senior fixed rates notes (the “10-year senior notes”) with a principle amount of US$125 million at an issue price equal to 100 per cent of the principal amount. The 10-year senior notes ~~mature~~have a maturity date on February 1, 2015 and bear interest at the fixed rate of 8.75% per annum payable semi-annually on February 1 and August 1 of each year, commencing August 1, 2005.

		The 10-year senior notes are unconditionally and irrevocably guaranteed on a joint and several basis by the Company’s subsidiaries (other than CTI Guangzhou Customer Services ~~Company Limited)~~Co. Ltd.) as subsidiary guarantors.

		~~During the year ended August 31,~~On December 4, 2009, the Group repurchased a portion of the 10-year senior notes with a cumulative principal value of US$~~67,990,000 through tender offers~~1,500,000 (equivalent to HK$11,625,000) in ~~April 2009 and July 2009.~~the open market. The total consideration paid including ~~transaction cost and~~ accrued interest was approximately US$~~65,139,000.~~1,562,000 (equivalent to HK$12,103,000). The ~~gain~~loss on extinguishment of the senior notes was US$41,000 (equivalent to HK$318,000) which has been recorded in other income, net.

		On February 1, 2010, the Company redeemed the then outstanding 10-year senior notes with principal value of US$19,863,000 (equivalent to HK$153,948,000) with the redemption price equal to 104.375% of the principal amount. The total consideration paid including accrued interest was approximately US$21,601,000 (equivalent to HK$167,624,000). The loss on extinguishment of the 10-year senior notes was US$~~4,048,000~~1,203,000 (equivalent to HK$~~31,371,000)~~9,332,000) which has been recorded in other ~~revenues of the consolidated~~ income, ~~statement.~~net.

(b)		As at August 31, ~~2009,~~2010, HK$125,000,000 was drawn which bears floating interest rate and is repayable on December 23, 2014. The borrowing is subject to the ~~principal amount~~fulfillment of covenants relating to certain of the ~~10-year senior notes remaining~~Group’s balance sheet ratios, as are commonly found in ~~issue after~~lending arrangements with financial institutions. If the ~~repurchase was US$21,363,000 (equivalent~~Group were to ~~HK$165,563,000).~~breach the covenants the drawn down facilities would become payable on demand. The ~~amortized cost of the 10-year senior notes was US$20,979,000 (equivalent to HK$162,586,000) as~~Group regularly monitors its compliance with these covenants. As at August 31, ~~2009.~~2010, none of the covenants relating to drawn down facilities had been breached.

		~~The effective interest rate of the 10-year senior notes for the year ended August 31, 2009 is 9.2% (2008: 9.2%) per annum.~~

~~F-39~~

22		~~Long-term debt and other liabilities (continued)~~

		~~Notes: (continued)~~

~~(b)~~(c)

At August 31, ~~2009,~~2010, the Group had obligations under finance leases repayable as follows:


	2009						2008						2010						2009
	Present						Present						Present						Present
	value		Interest				value		Interest				value		Interest				value		Interest
	of the		expense		Total		of the		expense		Total		of the		expense		Total		of the		expense		Total
	minimum		relating to		minimum		minimum		relating to		minimum		minimum		relating to		minimum		minimum		relating to		minimum
	lease		future		lease		lease		future		lease		lease		future		lease		lease		future		lease
	payments		periods		payments		payments		periods		payments		payments		periods		payments		payments		periods		payments
	HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000
Within 1 year		202		35		237		121		21		142		212		30		242		202		35		237


After 1 year but within 2 years		197		22		219		129		13		142		105		20		125		197		22		219
After 2 years but within 5 years		263		30		293		126		4		130		288		22		310		263		30		293
After 5 years		70		1		71		—		—		—		—		—		—		70		1		71


		530		53		583		255		17		272		393		42		435		530		53		583


		732		88		820		376		38		414		605		72		677		732		88		820

F-47

23		Notes to the consolidated cash flow statement

(a)

Reconciliation of profit before taxation to net cash inflow from operations


	2009			2008			2010			2009			2008
	HK$’000			HK$’000			HK$’000			HK$’000			HK$’000
Profit before taxation		251,559			108,372			259,545			251,559			108,372
Depreciation of owned fixed assets		205,624			209,464			198,323			205,624			209,464
Depreciation of fixed assets held under finance lease		617			587			706			617			587
Amortization of deferred expenditure		53,160			33,777			48,621			53,160			33,777
Interest income		(4,869	)		(15,596	)		(11,372	)		(4,869	)		(15,596	)
Interest element of finance lease		27			34			42			27			34
Loss on disposal of fixed assets		1,016			1,431
(Gain)/loss on disposal of fixed assets								(1,375	)		1,016			1,431
Realized and unrealized gain on other financial assets		(189	)		(3,284	)		—			(189	)		(3,284	)
Realized gain on long term bank deposit		—			(1,185	)		—			—			(1,185	)
Realized loss on derivative financial instrument		—			1,039			—			—			1,039
Equity settled share-based transactions		4,768			4,204			5,347			4,768			4,204
Gain on extinguishment of 10-year senior notes		(31,371	)		(2,582	)
Loss/(gain) on extinguishment of 10-year senior notes								9,650			(31,371	)		(2,582	)
Change in fair value of derivative financial instruments								11,293			—			—
Interest, amortization and exchange difference on 10-year senior notes		49,214			72,640			6,069			49,214			72,640
Interest on other borrowings								3,260			885			3,428
Amortization of upfront cost on bank loans								192			—			—
Interest expenses on bank loans								1,379			—			—


Net cash inflow before working capital changes		529,556			408,901			531,680			530,441			412,329
(Increase)/ decrease in long-term receivable and prepayment		(505	)		1,346
Decrease/(increase) in long-term receivable and prepayment								917			(505	)		1,346
Decrease in accounts receivable, other receivables, deposits and prepayments		33,052			6,914			738			33,052			6,914
Decrease in inventories		—			477			—			—			477
Increase in deferred expenditure		(46,525	)		(68,505	)		(34,773	)		(46,525	)		(68,505	)
Increase/ (decrease) in accounts payable, other payables, accrued charges and deposits received		17,419			(12,567	)
Increase in deferred service revenue		4,621			46,247
(Decrease)/increase in accounts payable, other payables, accrued charges and deposits received								(1,937	)		17,419			(12,567	)
(Decrease)/increase in deferred service revenue								(8,272	)		4,621			46,247


Net cash inflow from operations		537,618			382,813
Net cash inflow generated from operations								488,353			538,503			386,241

~~F-40~~F-48

23		Notes to the consolidated cash flow statement (continued)

(b)

Analysis of changes in financing during the year


	Share capital									Share capital
	(including share			Obligations						(including share			Obligations
	premium and			Under finance			10-year			premium and			under finance			10-year
	capital reserve)			lease			senior notes			capital reserve)			leases			senior notes
	HK$’000			HK$’000			HK$’000			HK$’000			HK$’000			HK$’000
Balance at September 1, 2007		702,192			1,210			952,593			702,192			1,210			952,593
Issue of new shares		14,998			—			—
Share issued upon exercise of share options											14,998			—			—
Share issued in respect of scrip dividend		33,398			—			—			33,398			—			—
Repayment of capital element of finance lease		—			(834	)		—			—			(834	)		—
Repurchase of 10-year senior notes		—			—			(269,399	)		—			—			(269,399	)
Gain on extinguishment of 10-year senior notes		—			—			(2,582	)		—			—			(2,582	)
Amortization of incidental issuance costs		—			—			1,665			—			—			1,665
Equity settled share-based transactions		4,204			—			—			4,204			—			—
Effect of foreign exchange rate changes		—			—			965			—			—			965


Balance at August 31, 2008		754,792			376			683,242			754,792			376			683,242


Balance at September 1, 2008		754,792			376			683,242			754,792			376			683,242
Issue of new shares		1,399			—			—
Share issued upon exercise of share options											1,399			—			—
Repurchase and cancellation of ordinary shares		(7	)		—			—			(7	)		—			—
Share issued in respect of scrip dividend		9,906			—			—			9,906			—			—
Purchase of fixed assets under finance lease		—			494			—			—			494			—
Repayment of capital element of finance lease		—			(138	)		—			—			(138	)		—
Repurchase of 10-year senior notes		—			—			(485,829	)		—			—			(485,829	)
Gain on extinguishment of 10-year senior notes		—			—			(31,371	)		—			—			(31,371	)
Amortization of incidental issuance costs		—			—			1,545			—			—			1,545
Equity settled share-based transactions		4,768			—			—			4,768			—			—
Effect of foreign exchange rate changes		—			—			(5,001	)		—			—			(5,001	)


Balance at August 31, 2009		770,858			732			162,586			770,858			732			162,586


Balance at September 1, 2009											770,858			732			162,586
Share issued upon exercise of share options											16,744			—			—
Shares issued upon placement											379,612			—			—
Purchase of fixed assets under finance lease											—			90			—
Repayment of capital element of finance lease											—			(217	)		—
Repurchase and redemption of 10-year senior notes											—			—			(172,423	)
Loss on extinguishment of 10-year senior notes											—			—			9,650
Amortization of incidental issuance costs											—			—			188
Equity settled share-based transactions											5,347			—			—
Effect of foreign exchange rate changes											—			—			(1	)


Balance at August 31, 2010											1,172,561			605			—

F-49

24		Financial instruments

		Exposure to credit, liquidity, interest rate and currency risks arises in the normal course of the Group’s business. These risks are limited by the Group’s financial management policies and practices described below.

*(a)*		*Credit risk*

		The Group’s credit risk is primarily attributable to accounts receivable and other ~~receivables, and debt investments.~~receivables. Management has a credit policy in place and the exposure to the credit risk is monitored on an ongoing basis.

		In respect of accounts receivable and other receivables, credit evaluations are performed on all customers requiring credit over a certain amount. These evaluations focus on the customer’s past history of making payments when due and current ability to pay, and take into account information specific to the customer as well as pertaining to the economic environment in which the customer locates. These receivables are due within 30 days from the date of billing. Subscribers with receivables that are more than 3 months overdue are requested to settle all outstanding balances before any further credit is granted. The Group generally does not obtain collateral from customers.

		The Group’s exposure to credit risk is influenced mainly by individual characteristics of each customer. The default risk of the country in which customer locates also has an influence on credit risk but to a lesser extent. Concentrations of credit risk with respect to accounts receivable are limited due to the Group’s customer base being large and unrelated. As such, management does not expect any significant losses of accounts receivable that have not been provided for by way of allowances as disclosed in note ~~16.~~15.

		The maximum exposure to credit risk is represented by the carrying amount of each financial asset after deducting any impairment allowance, in the balance sheet. Except for the financial guarantee given by the Group as disclosed in note 25, the Group does not provide any other guarantees which expose the Group to credit risk. The maximum exposure to credit risk in respect of these financial guarantees at the balance sheet date is disclosed in note 25.

		Further quantitative disclosures in respect of the Group’s exposure to credit risk arising from accounts receivable are set out in note ~~16.~~15.

~~F-41~~F-50

24		Financial instruments (continued)

*(b)*		*Liquidity risk*

		The Group has a cash management policy, which includes the short term investment of cash surpluses and the raising of loans and other borrowings to cover expected cash demands. The Group’s policy is to regularly monitor current and expected liquidity requirements and its compliance with lending covenants, to ensure that it maintains sufficient cash and readily realizable marketable securities and adequate amount of committed credit facilities from major financial institutions to meet its liquidity requirements in the short and long term. Due to the dynamic nature of the underlying business, the Group aims to maintain flexibility in funding by maintaining committed credit lines available.

		The following table details the remaining contractual maturities at the balance sheet date of the Group’s financial liabilities, which are based on undiscounted cash flows (including interest) and the earliest date the Group are required to pay.


	2009												2008												2010												2009
			Total				More than		More than						Total				More than		More than						Total				More than		More than						Total				More than		More than
			contractual		Within		1 year but		2 years but						contractual		Within		1 year but		2 years but						contractual		Within		1 year but		2 years but						contractual		Within		1 year but		2 years but
	Carrying		undiscounted		1 year or		less than		less than		More than		Carrying		undiscounted		1 year or		less than		Less than		More than		Carrying		undiscounted		1 year or		less than		less than		More than		Carrying		undiscounted		1 year or		less than		Less than		More than
	amount		cash flow		on demand		2 years		5 years		5 years		amount		cash flow		on demand		2 years		5 years		5 years		amount		cash flow		on demand		2 years		5 years		5 years		amount		cash flow		on demand		2 years		5 years		5 years
	HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000
Current liabilities

Bank overdrafts - unsecured																										10,490		10,490		10,490		—		—		—		5,364		5,364		5,364		—		—		—
Accounts payable		37,555		37,555		37,555		—		—		—		52,324		52,324		52,324		—		—		—		35,128		35,128		35,128		—		—		—		37,555		37,555		37,555		—		—		—
Other payables and accrued charges		206,487		206,487		206,487		—		—		—		178,114		178,114		178,114		—		—		—		195,931		195,931		195,931		—		—		—		206,487		206,487		206,487		—		—		—
Deposits received		16,385		16,385		16,385		—		—		—		16,264		16,264		16,264		—		—		—		21,822		21,822		21,822		—		—		—		16,385		16,385		16,385		—		—		—
Obligations under finance leases		202		237		237		—		—		—		121		142		142		—		—		—		212		242		242		—		—		—		202		237		237		—		—		—
Tax payable		1,993		1,993		1,993		—		—		—		2,103		2,103		2,103		—		—		—		1,533		1,533		1,533		—		—		—		1,993		1,993		1,993		—		—		—

Non current liabilities
*Non-current liabilities*

Long-term bank loan																										123,567		133,996		1,829		2,166		130,001		—		—		—		—		—		—		—
Derivative financial instrument																										11,293		11,435		4,580		3,441		3,414		—		—		—		—		—		—		—
10-year senior notes		162,586		244,117		14,489		14,489		43,467		171,672		683,242		1,093,852		61,012		61,012		183,036		788,792		—		—		—		—		—		—		162,586		244,117		14,489		14,489		43,467		171,672
Obligation under finance leases		530		583		—		219		293		71		255		272		—		142		130		—
Obligations under finance leases																										393		435		—		125		310		—		530		583		—		219		293		71


		425,738		507,357		277,146		14,708		43,760		171,743		932,423		1,343,071		309,959		61,154		183,166		788,792		400,369		411,012		271,555		5,732		133,725		—		431,102		512,721		282,510		14,708		43,760		171,743

~~F-42~~F-51

24		Financial instruments (continued)

*(c)*		*Interest rate risk*

		The Group’s interest-rate risk arises mainly from ~~its 10-year senior notes~~the HK$125,000,000 bank loan which ~~bear~~bears floating interest rate. Bank loans at ~~the fixed rate of 8.75% per annum. Borrowings issued at fixed rate~~variable rates expose the Group to ~~fair value interest-rate~~cash flow interest rate risk.

(i)		Interest rate profile

		The following table details the interest rate profile of the Group’s borrowings at the balance sheet date.


	2009				2008				2010				2009
	Effective				Effective				Effective				Effective
	interest				interest				interest				interest
	rate				rate				rate				rate
	%		HK$’000		%		HK$’000		%		HK$’000		%		HK$’000
Fixed rate borrowings:

10-year senior notes		9.2		162,586		9.2		683,242		—		—		9.2		162,586
Obligations under finance lease		5.6		732		6.8		376
Obligations under finance leases										5.6		605		5.6		732


				163,318				683,618				605				163,318


Floating rate borrowings:

Bank overdrafts — unsecured										5.3		10,490		5.3		5,364
Long-term bank loan										1.7		123,567		—		—

(ii)		Sensitivity analysis

		~~Management determines that the~~The Group’s ~~exposure of~~profit attributable to shareholders would decrease by approximately HK$1,250,000 in response to a 100 basis-points increase in market interest ~~rate risk was not significant and hence no sensitivity analysis is prepared.~~rates applicable as at August 31, 2010, with all other variables held constant.

F-52

24		Financial instruments (continued)

*(d)*		*Foreign currency risk*

		All the Group’s monetary assets and liabilities are primarily denominated in either Hong Kong dollars or United States dollars. Given the exchange rate of the Hong Kong dollar to the U.S. dollar has remained close to the current pegged rate of HKD7.80 = USD1.00 since 1983, management does not expect significant foreign exchange gains or losses between the two currencies.

		The Group is also exposed to a certain amount of foreign exchange risk based on fluctuations between the Hong Kong dollars and the Renminbi arising from its operations in the PRC. In order to limit this foreign currency risk exposure, the Group maintained Renminbi cash balance that approximate two to three months’ of operating cash flows.

(i)		Exposure to currency risk

		The following table details the Group’s exposure at the balance sheet date to currency risk arising from recognized assets or liabilities denominated in a currency other than the functional currency of the entity to which they relate.


	2009							2008							2010							2009
	United							United							United							United
	States			Japanese		Canadian		States			Japanese		Canadian		States			Japanese		Canadian		States			Japanese		Canadian
	Dollars			Yen		Dollars		Dollars			Yen		Dollars		Dollars			Yen		Dollars		Dollars			Yen		Dollars
	‘000			‘000		‘000		‘000			‘000		‘000		‘000			‘000		‘000		‘000			‘000		‘000
Cash at bank and in hand and pledged bank deposits		11,599			696		282		22,330			1,099		176		30,443			591		435		11,599			696		282
Bank overdrafts — unsecured																(294	)		—		—		(161	)		—		—
Accounts payable		(3,183	)		—		—		(2,500	)		—		—		(1,350	)		—		—		(3,183	)		—		—
Other payables and accrued charges		(390	)		—		—		(3,390	)		—		—		(1,075	)		—		—		(390	)		—		—
10-year senior notes		(20,979	)		—		—		(87,483	)		—		—		—			—		—		(20,979	)		—		—


Overall net exposure		(12,953	)		696		282		(71,043	)		1,099		176		27,724			591		435		(13,114	)		696		282

(ii)		Sensitivity analysis

		Management determines that the Group’s exposure of foreign currency risk was not significant and hence no sensitivity analysis is prepared.

~~F-43~~F-53

24		Financial instruments (continued)

*(e)*		*Fair values*

(i)		~~Except~~Financial instrument carried at fair value

		The following table presents the carrying value of financial instrument measured at fair value at the balance sheet date across the three levels of the fair value hierarchy defined in IFRS/HKFRS 7,Financial Instruments: Disclosures, with the fair value of each financial instrument categorized in its entirety based on the lowest level of input that is significant to that fair value measurement. The levels are defined as follows:

	—		Level 1 (highest level): fair values measured using quoted prices (unadjusted) in active markets for ~~the following~~identical financial instruments ~~all~~

	—		Level 2: fair values measured using quoted prices in active markets for similar financial instruments, or using valuation techniques in which all significant inputs are directly or indirectly based on observable market data

	—		Level 3 (lowest level): fair values measured using valuation techniques in which any significant input is not based on observable market data

2010

Level 1 Level 2 Level 3 Total
HK$’000 HK$’000 HK$’000 HK$’000
Liability

Derivative financial instrument:
- Interest rate swap — 11,293 — 11,293

The carrying amounts of the Group’s financial instruments carried at ~~amounts~~cost or amortized cost are not materially different from their fair values as at August 31, 2010 and 2009 ~~and 2008:~~except as follows:

2009 2008
Carrying Carrying
amount Fair value amount Fair value
HK$’000 HK$’000 HK$’000 HK$’000
10-year senior notes 162,586 157,285 683,242 672,236

2010 2009
Carrying Carrying
amount Fair value amount Fair value
HK$’000 HK$’000 HK$’000 HK$’000
The Group

10-year senior notes — — 162,586 157,285

*(f)*		*Estimation of fair values*

		Fair value of financial instruments is estimated as follows:

	(i)		The fair value of the 10-year senior notes iswas determined based on quoted market price.

	(ii)		~~Accounts receivable, other~~Trade receivables ~~deposits~~less impairment provision and ~~prepayments, pledged bank deposit, cash at bank and in hand, accounts payable, and other~~account payables ~~and accrued charges~~ are assumed to approximate their fair ~~values~~values.

	(iii)		The fair value of the long-term bank loan is estimated as ~~they can be realized~~the present value of future cash flows, discounted at current market interest rate for similar financial instruments.

	(iv)		The fair value of the interest rate swap is determined based on the discounted cash flow technique which takes into account estimated amount that the Group would receive or ~~settled within twelve months after~~pay to terminate the swap at the balance sheet date, taking into account current interest rates and the current creditworthiness of the swap counterparties. Where discounted cash flow techniques are used, estimated future cash flows are based on management’s best estimates and the discount rate is a market related rate for a similar instrument at the balance sheet date.

F-54

Contingent liabilities


	2009		2008		2010		2009
	HK$’000		HK$’000		HK$’000		HK$’000
Bank guarantees provided to suppliers (notes 27(i) and (ii))		2,490		24,671		2,770		2,490
Bank guarantee in lieu of payment of utility deposits (note 27(iii))		5,272		5,272		5,572		5,272

		7,762		29,943
						8,342		7,762

At August 31, 2010, HK$133,342,000 (2009: HK$7,762,000) of the HK$353,840,000 (2009: HK$205,038,000) total banking facility and revolving loan facility was utilized by the Company and its subsidiary.

26		Commitments

(a)

Capital commitments

2009 2008
HK$’000 HK$’000
Purchase of telecommunications, computer and office equipment
- contracted but not provided for 150,099 143,888

2010 2009
HK$’000 HK$’000
Purchase of telecommunications, computer and office equipment - - contracted but not provided for 132,340 150,099

*(b)*		*Commitments under operating leases*

		At August 31, ~~2009~~2010 and ~~2008,~~2009, the Group has future aggregate minimum lease payments under non-cancellable operating leases as follows:


	2009		2008		2010		2009
	HK$’000		HK$’000		HK$’000		HK$’000
Leases in respect of land and buildings which are payable:
- Within 1 year		21,387		16,472		24,873		21,387
- After 1 year but within 5 years		13,802		11,645		16,417		13,802


		35,189		28,117		41,290		35,189


Leases in respect of telecommunications facilities and computer equipment which are payable
- Within 1 year		45,321		38,623		63,948		45,321
- After 1 year but within 5 years		9,600		12,876		14,200		9,600
- After 5 years		6,271		7,384		4,849		6,271

		61,192		58,883
						82,997		61,192
		96,381		87,000

						124,287		96,381

~~F-44~~

26		~~Commitments (continued)~~

*(c)*		*Program fee commitments*

		The Group entered into several long-term agreements with program content providers for the rights to use certain program contents in the Group’s IP-TV services. Minimum amounts of program fees to be paid by the Group are as follows:


	2009		2008		2010		2009
	HK$’000		HK$’000		HK$’000		HK$’000
Program fee in respect of program rights which are payable:
- Within 1 year		9,094		6,583		25,539		9,094
- After 1 year but within 5 years		6,238		279		48,087		6,238


		15,332		6,862		73,626		15,332

F-55

Pledge of assets

		As at August 31, 2010, the Group has no pledged bank deposits.

		As at August 31, 2009, the Group has pledged bank deposits of US$650,000 (equivalent to HK$5,038,000) and HK$10,000,000 as security for the following significant banking facilities:

	(i)		bank facility of US$650,000 (equivalent to HK$5,038,000) granted by a bank for issuance of bank guarantees to third party suppliers, letters of credit, short-term loan, overdraft, foreign exchange and interest rate hedging arrangements. As of August 31, 2009, bank guarantees of HK$500,000 were issued against this bank ~~facility (2008: HK$20,371,000);~~facility;

	(ii)		bank guarantees of HK$1,990,000 ~~(2008: HK$4,300,000)~~ issued by the bank to third party suppliers of the Company and one of its subsidiaries for payment of certain products and services procured by the Group from these third party suppliers; and

	(iii)		bank guarantees of HK$5,272,000 ~~(2008: HK$5,272,000)~~ issued by the bank to certain utility vendors of the Group in lieu of payment of utility deposits.

~~As at~~Barter transaction

		During the year ended August 31, ~~2008,~~2010, HKBN entered into an agreement with a third party (the “Contract Party”). Pursuant to the ~~Group had pledged bank deposits~~agreement, HKBN would provide network capacity to the Contract Party for a service term of ~~US$9,900,000 (equivalent of HK$77,319,000) and HK$10,000,000 as security~~10 years commencing on May 1, 2010 or after the respective activation of the ~~above significant banking facilities.~~relevant network capacity, and in exchange, the Contract Party would provide HKBN the right to use telecommunications facilities for a term of 10 years commencing on May 1, 2010 or after the respective activation of the relevant network capacity. The transaction has been entered into on a barter basis at no consideration being exchange. The agreement expires on April 30, 2020.

28		The Directors of the Company made an assessment and determined that since the arrangement above involves exchange of services of a similar nature and value, the exchange is not regarded as a transaction which generates revenue. Accordingly, the network capacity of the Contract Party under the arrangement have not been recognized as an asset and no revenue or deferred revenue have been recognized in the financial statements of the Group since inception of the arrangement.

29		Material related party transactions

		In addition to the transactions and balances disclosed elsewhere in these financial statements, the Group entered into the following material related party transactions.

		*Key management personnel remuneration*

		Remuneration for key management personnel, including amounts paid to the Company’s directors as disclosed in note 9(a) and certain of the highest paid ~~employees~~Talents as disclosed in note 9(b), is as follows:


	2009		2008		2010		2009
	HK$’000		HK$’000		HK$’000		HK$’000
Short-term employee benefits		34,687		28,850
Short-term Talent benefits						40,716		34,687
Post-employment benefits		2,614		2,425		2,725		2,614
Equity compensation benefits		4,071		3,664		5,347		4,071


		41,372		34,939		48,788		41,372

2930		Comparative figure

~~Certain comparative figures~~During the year, management performed a review of the presentation of the Group’s cash at bank and in hand balance. As a result of the review, the Group’s “bank overdrafts — unsecured” balances amounted to HK$5,364,000 and HK$12,994,000 which previously included in the cash at bank and in hand balance at August 31, 2009 and August 31, 2008 respectively have been reclassified as a current liability to conform ~~with~~to the current year’s presentation. This change in presentation had no effect on the reported results of the prior year.

~~F-45~~F-56

3031

Accounting estimates and judgments

(a)		*Key sources of estimation uncertainty*

		Notes 10 and 24 contain information about the assumptions and risk factors relating to fair value of share options and financial instruments. Other key sources of estimation uncertainty are as follows:

(b)		*Impairment loss for doubtful accounts*

		The Group maintains impairment loss for doubtful accounts based upon evaluation of the recoverability of the accounts receivable and other receivables which takes into account the historical write-off experience and recovery rates. If the financial condition of the customers were to deteriorate, additional impairment may be required.

(c)		*Depreciation*

		Depreciation is calculated to write off the cost of items of property, plant and equipment, less their estimated residual value, if any, using the straight-line method over their estimated useful lives. The Group reviews the estimated useful lives of the assets annually in order to determine the amount of depreciation expense to be recorded during any reporting period. The useful lives are based on the Group’s historical experience with similar assets and takes into account anticipated technological changes. The depreciation expense for future periods is adjusted if there are significant changes from previous estimates.

(d)		*~~Deferred tax~~Income taxes*

		~~At August 31, 2009,~~Determining income tax provisions involves judgment on the future tax treatment of certain transactions and interpretation of tax rules. The Group ~~has~~carefully evaluates tax implications of transactions and tax provisions are set up accordingly. The tax treatment of such transactions is reconsidered periodically to take into account all changes in tax legislation and practices.

		Deferred tax assets are recognized ~~a deferred tax asset in relation to~~for certain unused tax losses ~~carry forward~~ as set out in note ~~21. The realisability of the deferred tax asset depends on whether it is probable that future taxable profits will be available against which the asset can be utilized.~~20. In assessing the ~~need to recognize a~~recognition of deferred tax ~~asset,~~assets, management ~~consider~~considers all available evidence, including available taxable temporary differences, projected future taxable income, tax planning strategies, historical taxable income, and the expiration periods of the tax losses. ~~In cases where~~For certain subsidiaries, deferred tax assets can only be recognized to the ~~actual~~extent that it is probable that future taxable profits ~~are less than expected, a reversal~~will be available against which they can be utilized. Management’s judgment is thus required to assess the probability of future taxable profits and this assessment is constantly reviewed and additional deferred tax ~~asset may arise, which~~assets are recognized if it becomes probable that future taxable profits will allow the deferred tax assets to be ~~recognized in the income statement for the period in which such a reversal takes place.~~recovered.

F-57

3132

Possible impact of amendments, new standards and interpretations issued but not yet effective for the year ended August 31, ~~2009~~2010

		Up to the date of issue of these financial statements, the ~~IASB~~IASB/HKICPA has issued a number of amendments, new standards and interpretations which are not yet effective for the year ended August 31, ~~2009~~2010 and which have not been adopted in these financial statements.

		The Group is in the process of making an assessment of what the impact of these amendments, new standards and new interpretations is expected to be in the period of initial application. So far it has concluded that the adoption of the following developments is unlikely to have significant impact on the Group’s results of operations and financial position.


		Effective for
		accounting periods
		beginning on or after
~~IAS 1 (Revised)~~Amendment to IFRS/HKFRS 2	~~Presentation of financial statements~~Share-based payment — Group cash-settled	January 1, ~~2009~~2010
	share-based payment transactions

~~IAS 23 (Revised)~~IFRSs/HKFRSs (Amendments)	~~Borrowing costs~~Improvements to IFRSs (2009)	January 1, ~~2009~~2010

~~IFRS 8~~Amendment to IAS/HKAS 32	~~Operating segments~~Financial instruments: Presentation —	February 1, 2010
	Classification of rights issues

IFRIC/HK (IFRIC) — Int 19	Extinguishing financial liabilities with equity	July 1, 2010
	instruments

IFRSs/HKFRSs (Amendments)	Improvement to IFRSs/HKFRSs (2010)	July 1, 2010 or
		January 1, ~~2009~~2011

Amendments to	IAS/HKAS 19 — The limitation on a defined	January 1, 2011
IFRIC/HK (IFRIC) — Int 14	benefit asset, minimum funding requirements and
	their interaction — Prepayments of a minimum
	funding requirement

IAS/HKAS 24 (Revised)	Related party disclosures	January 1, 2011

Amendments to IFRS/HKFRS 7	Financial instruments: Disclosures — Transfer of	July 1, 2011
	financial assets

IFRS/HKFRS 9	Financial instruments	January 1, 2013

The Group is in the process of making an assessment of what the impact of these amendments, new standards and new interpretations is expected to be in the period of initial application. So far the Group is not yet in a position to state whether they would have a significant impact on the Group’s results of operations and financial position.

~~F-46~~F-58

3233		Supplemental guarantors consolidated financial information

		The 10-year senior notes mentioned above in note 22 are fully, irrevocably and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by all of the subsidiaries of City Telecom (H.K.) Limited (collectively defined as “Guarantor Subsidiaries”), except CTI Guangzhou Customer Services Co. Ltd. in the PRC (“Non-guarantor Subsidiary”).

		The condensed consolidated financial information is presented below and should be read in connection with the consolidated financial statements of City Telecom (H.K.) Limited prepared under IFRSs. Separate financial statements of the Guarantor Subsidiaries are not presented because the Guarantor Subsidiaries are wholly-owned and have fully and unconditionally guaranteed the Notes on a joint and several basis.

		On February 1, 2010, we redeemed all the outstanding 10-year senior notes with a cumulative principal amount of HK$153.9 million (US$19.9 million) at the redemption price equal to 104.375% of the principal amount.

		Since as of August 31, 2010, all the outstanding 10-year senior notes has been fully redeemed, the following condensed consolidated financial information is limited to the years ended August 31, 2009 and 2008.

		The following condensed consolidated financial information presents the consolidated balance sheets as of August 31, 2008 and 2009 and the related consolidated income statements and cash flow statements for the years ended August 31, 2008 and 2009 of (a) City Telecom (H.K.) Limited, the parent; (b) the Guarantor Subsidiaries on a combined basis; (c) the Non-guarantor Subsidiary; (d) eliminating entries; and (e) the total consolidated amounts.

~~F-47~~F-59

33 Supplemental guarantors consolidated financial information (continued)

32		~~Supplemental guarantors consolidated financial information (continued)~~

		*Consolidated balance sheet as of August 31, 2009*


	*City*												*City*
	*Telecom*					*Non-*							*Telecom*					*Non-*
	*(H.K.)*		*Guarantor*			*guarantor*		*Eliminating*			*Consolidated*		*(H.K.)*		*Guarantor*			*guarantor*		*Eliminating*			*Consolidated*
	*Limited*		*subsidiaries*			*subsidiary*		*entries*			*total*		*Limited*		*subsidiaries*			*subsidiary*		*entries*			*total*
	HK$’000		HK$’000			HK$’000		HK$’000			HK$’000		HK$’000		HK$’000			HK$’000		HK$’000			HK$’000
Non-current assets

Investments in subsidiaries (note)		1,258,726		228,875			—		(1,487,601	)		—		1,258,726		228,875			—		(1,487,601	)		—
Goodwill		—		—			—		1,066			1,066		—		—			—		1,066			1,066
Fixed assets		74,688		1,221,172			6,520					1,302,380		74,688		1,221,172			6,520					1,302,380
Long term receivable and prepayment		—		16,573			—		(10,482	)		6,091		—		16,573			—		(10,482	)		6,091
Deferred expenditure		—		12,786			—					12,786		—		12,786			—					12,786


		1,333,414		1,479,406			6,520					1,322,323		1,333,414		1,479,406			6,520					1,322,323


Current assets

Accounts receivable		9,220		110,972			—					120,192		9,220		110,972			—					120,192
Other receivables, deposits and prepayments		3,393		67,584			2,492		(3,704	)		69,765		3,393		67,584			2,492		(3,704	)		69,765
Deferred expenditure		—		36,674			—					36,674		—		36,674			—					36,674
Pledged bank deposits		15,038		—			—					15,038		15,038		—			—					15,038
Cash at bank and in hand		119,419		74,197			27,436					221,052		120,315		78,665			27,436					226,416


		147,070		289,427			29,928					462,721		147,966		293,895			29,928					468,085


Current liabilities

Bank overdrafts — unsecured														896		4,468			—					5,364
Amounts due to subsidiaries/ fellow subsidiaries		10,830		905,460			4,427		(920,717	)		—		10,830		905,460			4,427		(920,717	)		—
Accounts payable		20,484		17,071			—					37,555		20,484		17,071			—					37,555
Other payables and accrued charges		23,530		172,676			10,281					206,487		23,530		172,676			10,281					206,487
Deposits received		7,886		8,499			—					16,385		7,886		8,499			—					16,385
Deferred service revenue		10,848		107,904			—		(3,682	)		115,070		10,848		107,904			—		(3,682	)		115,070
Tax payable		356		496			1,141					1,993		356		496			1,141					1,993
Current portion — obligation under finance leases		193		9			—					202		193		9			—					202


		74,127		1,212,115			15,849					377,692		75,023		1,216,583			15,849					383,056


Net current assets/ (liabilities)		72,943		(922,688	)		14,079					85,029
Net current assets/(liabilities)														72,943		(922,688	)		14,079					85,029


Total assets less current liabilities		1,406,357		556,718			20,599					1,407,352


Non-current liabilities
Deferred tax liabilities		7,047		8,662			—					15,709
Long-term deferred service revenue		10,535		—			—		(10,535	)		—
Long-term debt and other liabilities		163,108		8			—					163,116


		180,690		8,670			—					178,825


Net assets		1,225,667		548,048			20,599					1,228,527


Capital and reserves

Share capital		66,418		15,485			8,131		(23,616	)		66,418
Reserves		1,159,249		532,563			12,468		(542,171	)		1,162,109


Total equity attributable to equity shareholders of the Company		1,225,667		548,048			20,599					1,228,527

F-60

33 Supplemental guarantors consolidated financial information (continued)

Consolidated balance sheet as of August 31, 2009 (continued)


Note:		The amounts of investment in subsidiaries and retained profits at City Telecom (H.K.) Limited level have included the share of net assets of its subsidiaries using the equity method of accounting.

~~F-48~~F-61

32		~~Supplemental guarantors consolidated financial information (continued)~~

		*~~Consolidated balance sheet as of August 31, 2008~~*

City
Telecom Non-
(H.K.) Guarantor guarantor Eliminating Consolidated
Limited subsidiaries subsidiary entries total
HK$’000 HK$’000 HK$’000 HK$’000 HK$’000
Non-current assets

Investments in subsidiaries (note) 1,499,437 260,399 — (1,759,836 ) —
Goodwill — — — 1,066 1,066
Fixed assets 87,483 1,135,394 8,522 1,231,399
Long term receivable and prepayment — 19,773 — (14,187 ) 5,586
Deferred expenditure — 15,391 — 15,391
Deferred tax assets — 26,335 — 26,335

1,586,920 1,457,292 8,522 1,279,777

Current assets

Accounts receivable 11,418 128,865 — 140,283
Other receivables, deposits and prepayments 3,378 80,293 2,759 (3,704 ) 82,726
Deferred expenditure — 40,704 — 40,704
Other financial assets 27,997 — — 27,997
Pledged bank deposits 87,319 — — 87,319
Cash at bank and in hand 90,386 263,386 67,838 421,610

220,498 513,248 70,597 800,639

Current liabilities

Amounts due to subsidiaries/ fellow subsidiaries 10,830 1,316,410 51,059 (1,378,299 ) —
Accounts payable 26,440 25,884 — 52,324
Other payables and accrued charges 17,831 149,548 10,735 178,114
Deposits received 7,943 8,321 — 16,264
Deferred service revenue 11,172 102,678 — (3,401 ) 110,449
Tax payable 356 496 1,251 2,103
Current portion — obligation under finance leases 112 9 — 121

74,684 1,603,346 63,045 359,375

Net current assets/ (liabilities)
145,814 (1,090,098 ) 7,552 441,264

Total assets less current liabilities
1,732,734 367,194 16,074 1,721,041

Non-current liabilities

Deferred tax liabilities 4,937 — — �� 4,937
Long-term deferred service revenue 14,500 — — (14,500 ) —
Long-term debt and other liabilities 683,480 17 — 683,497

702,917 17 — 688,434

Net assets
1,029,817 367,177 16,074 1,032,607

Capital and reserves

Share capital 65,062 15,485 8,131 (23,616 ) 65,062
Reserves 964,755 351,692 7,943 (356,845 ) 967,545

Total equity attributable to equity shareholders of the Company 1,029,817 367,177 16,074 1,032,607


~~Note:~~		~~The amounts of investment in subsidiaries and retained profits at City Telecom (H.K.) Limited level have included the share of net assets of its subsidiaries using the equity method of accounting.~~

~~F-49~~

32		~~Supplemental guarantors consolidated financial information (continued)~~

		*Consolidated income statement for the year ended August 31, 2009*


	*City*															*City*
	*Telecom*						*Non-*									*Telecom*						*Non-*
	*(H.K.)*			*Guarantor*			*guarantor*			*Eliminating*			*Consolidated*			*(H.K.)*			*Guarantor*			*guarantor*			*Eliminating*			*Consolidated*
	*Limited*			*subsidiaries*			*subsidiary*			*entries*			*Total*			*Limited*			*subsidiaries*			*subsidiary*			*entries*			*Total*
	HK$’000			HK$’000			HK$’000			HK$’000			HK$’000			HK$’000			HK$’000			HK$’000			HK$’000			HK$’000
Revenue		95,386			1,390,697			142,603			(150,447	)		1,478,239			95,386			1,390,697			142,603			(150,447	)		1,478,239
Network costs		(29,973	)		(177,655	)		—			32,499			(175,129	)		(29,973	)		(177,655	)		—			32,499			(175,129	)
Other operating expenses		(90,557	)		(959,960	)		(136,750	)		149,303			(1,037,964	)		(90,557	)		(959,960	)		(136,750	)		149,303			(1,037,964	)
Other revenues		108,933			31,684			576			(99,653	)		41,540
Other income, net																	108,933			31,684			576			(99,653	)		41,540
Finance costs		(54,241	)		(69,017	)		—			68,131			(55,127	)		(54,241	)		(69,017	)		—			68,131			(55,127	)
Share of net profit from subsidiaries (note)		185,391			—			—			(185,391	)		—			185,391			—			—			(185,391	)		—


Profit before taxation		214,939			215,749			6,429						251,559			214,939			215,749			6,429						251,559
Income tax expense		(2,110	)		(34,998	)		(1,622	)					(38,730	)		(2,110	)		(34,998	)		(1,622	)					(38,730	)


Net profit		212,829			180,751			4,807						212,829			212,829			180,751			4,807						212,829


Note:		The net profit amounts at City Telecom (H.K.) Limited level have included the share of net profit of its subsidiaries using the equity method of accounting.

Consolidated income statement for the year ended August 31, 2008


	*City*															*City*
	*Telecom*						*Non-*									*Telecom*						*Non-*
	*(H.K.)*			*Guarantor*			*guarantor*			*Eliminating*			*Consolidated*			*(H.K.)*			*Guarantor*			*guarantor*			*Eliminating*			*Consolidated*
	*Limited*			*subsidiaries*			*subsidiary*			*entries*			*Total*			*Limited*			*subsidiaries*			*subsidiary*			*entries*			*Total*
	HK$’000			HK$’000			HK$’000			HK$’000			HK$’000			HK$’000			HK$’000			HK$’000			HK$’000			HK$’000
Revenue		116,130			1,283,296			135,374			(231,819	)		1,302,981			116,130			1,283,296			135,374			(231,819	)		1,302,981
Network costs		(28,398	)		(184,851	)		—			34,882			(178,367	)		(28,398	)		(184,851	)		—			34,882			(178,367	)
Other operating expenses		(87,551	)		(978,990	)		(130,481	)		230,928			(966,094	)		(87,551	)		(978,990	)		(130,481	)		230,928			(966,094	)
Other revenues		93,494			37,752			1,336			(107,593	)		24,989
Other income, net																	93,494			37,752			1,336			(107,593	)		24,989
Finance costs		(71,702	)		(71,753	)		—			68,318			(75,137	)		(71,702	)		(71,753	)		—			68,318			(75,137	)
Share of net profit from subsidiaries (note)		108,154			—			—			(108,154	)		—			108,154			—			—			(108,154	)		—


Profit before taxation		130,127			85,454			6,229						108,372			130,127			85,454			6,229						108,372
Income tax (expense)/benefit		(4,937	)		26,306			(4,551	)					16,818			(4,937	)		26,306			(4,551	)					16,818


Net profit		125,190			111,760			1,678						125,190			125,190			111,760			1,678						125,190


Note:		The net profit amounts at City Telecom (H.K.) Limited level have included the share of net profit of its subsidiaries using the equity method of accounting.

~~F-50~~F-62

33 Supplemental guarantors consolidated financial information (continued)

32		~~Supplemental guarantors consolidated financial information (continued)~~

		*Condensed consolidated cash flow statement for the year ended August 31, 2009*


	*City*															*City*
	*Telecom*						*Non-*									*Telecom*						*Non-*
	*(H.K.)*			*Guarantor*			*guarantor*			*Eliminating*			*Consolidated*			*(H.K.)*			*Guarantor*			*guarantor*			*Eliminating*			*Consolidated*
	*Limited*			*subsidiaries*			*subsidiary*			*entries*			*total*			*Limited*			*subsidiaries*			*subsidiary*			*entries*			*total*
	HK$’000			HK$’000			HK$’000			HK$’000			HK$’000			HK$’000			HK$’000			HK$’000			HK$’000			HK$’000
Net cash inflow/(outflow) from operating activities		487,691			87,358			(38,930	)		(233	)		535,886			487,691			88,243			(38,930	)		(233	)		536,771
Net cash inflow/(outflow) from investing activities		101,605			(276,843	)		(1,250	)					(176,488	)		101,605			(276,843	)		(1,250	)					(176,488	)
Net cash outflow from financing activities		(560,397	)		(10	)		—						(560,407	)		(560,397	)		(895	)		—						(561,292	)


Increase/(decrease) in cash at bank and in hand		28,899			(189,495	)		(40,180	)					(201,009	)		28,899			(189,495	)		(40,180	)					(201,009	)
Cash at bank in hand at September 1, 2008		90,386			263,386			67,838						421,610			90,386			263,386			67,838						421,610
Effects of foreign exchange rates changes		134			306			(222	)		233			451			134			306			(222	)		233			451


Cash at bank and in hand at August 31, 2009		119,419			74,197			27,436						221,052			119,419			74,197			27,436						221,052


Analysis of the balances of cash and cash equivalent:

Cash at bank and in hand																	120,315			78,665			27,436						226,416
Bank overdrafts — unsecured																	(896	)		(4,468	)		—						(5,364	)


																	119,419			74,197			27,436						221,052

F-63

33 Supplemental guarantors consolidated financial information (continued)

Condensed consolidated cash flow statement for the year ended August 31, 2008


	*City*															*City*
	*Telecom*						*Non-*									*Telecom*						*Non-*
	*(H.K.)*			*Guarantor*			*guarantor*			*Eliminating*			*Consolidated*			*(H.K.)*			*Guarantor*			*guarantor*			*Eliminating*			*Consolidated*
	*Limited*			*subsidiaries*			*subsidiary*			*entries*			*total*			*Limited*			*subsidiaries*			*subsidiary*			*entries*			*total*
	HK$’000			HK$’000			HK$’000			HK$’000			HK$’000			HK$’000			HK$’000			HK$’000			HK$’000			HK$’000
Net cash inflow from operating activities		193,028			125,511			59,866			158			378,563			193,028			128,939			59,866			158			381,991
Net cash inflow/(outflow) from investing activities		18,775			(164,222	)		(2,303	)					(147,750	)		18,775			(164,222	)		(2,303	)					(147,750	)
Net cash outflow from financing activities		(341,813	)		(737	)		—						(342,550	)		(341,813	)		(4,165	)		—						(345,978	)


(Decrease)/increase in cash at bank and in hand		(130,010	)		(39,448	)		57,563						(111,737	)		(130,010	)		(39,448	)		57,563						(111,737	)
Cash at bank and in hand at September 1, 2007		220,531			303,227			9,136						532,894			220,531			303,227			9,136						532,894
Effects of foreign exchange rates changes		(135	)		(393	)		1,139			(158	)		453			(135	)		(393	)		1,139			(158	)		453


Cash at bank and in hand at August 31, 2008		90,386			263,386			67,838						421,610			90,386			263,386			67,838						421,610


Analysis of the balances of cash and cash equivalent:

Cash at bank and in hand																	91,764			275,002			67,838						434,604
Bank overdrafts — unsecured																	(1,378	)		(11,616	)		—						(12,994	)


																	90,386			263,386			67,838						421,610

~~F-51~~F-64

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.


			CITY TELECOM (H.K.) LIMITED
By:	/s/ Yeung Chu Kwong, William
	Name:			Yeung Chu Kwong, William
	~~By:~~Title:	Chief Executive Officer

By:	/s/ ~~Yeung Chu Kwong, William~~		Lai Ni Quiaque
	Name:		~~Yeung Chu Kwong, William~~	Lai Ni Quiaque
	Title:		Chief ~~Executive~~Financial Officer

	~~By:~~		~~/s/ Lai Ni Quiaque~~
	~~Name:~~		~~Lai Ni Quiaque~~
	~~Title:~~		~~Chief Financial Officer~~

Date: December ~~18, 2009~~17, 2010


	For the year ended August 31,
	2006 (note 6)			2007
	HK$			HK$
	(Amounts in thousands except per share data)
HKFRS

Revenues:
Fixed telecommunications network services		716,600			816,800
International telecommunications services		418,276			324,470


Total operating revenue		1,134,876			1,141,270


Network Costs:
Fixed telecommunications network services		(125,639	)		(103,795	)
International telecommunications services		(174,954	)		(110,796	)


Total network costs		(300,593	)		(214,591	)
Other operating expenses		(919,795	)		(834,104	)


(Loss)/income from operations		(85,512	)		92,575
Interest (expense)/income, net		(68,259	)		(64,833	)
Other income, net		4,465			3,149
Income taxes credit/(expense)		7,244			(2,026	)


Net (loss)/income		(142,062	)		28,865
Basic (loss)/earnings per share (cents)		(23.1	)		4.7
Diluted (loss)/earnings per share (cents) (note 1)		(23.1	)		4.6
Dividends declared per share (cents)		—			8.0
Weighted average number of shares		614,134			614,840
Diluted weighted average number of shares (note 2)		614,134			631,319


	For the year ended August 31,
	2006			2007
	HK$			HK$
	(Amounts in thousands except per share data)
U.S. GAAP
Total operating revenue		1,134,876			1,141,270
Total operating expenses		(1,220,388	)		(1,048,695	)
Net (loss)/income		(142,062	)		28,865
Basic (loss)/earnings per share (cents)		(23.1	)		4.7
Diluted (loss)/earnings per share (cents) (note 1)		(23.1	)		4.6
Dividends declared per share (cents)		—			8.0
Weighted average number of shares		614,134			614,840
Diluted weighted average number of shares (note 2)		614,134			631,319


	For the year ended August 31
	2006			2007
	HK$			HK$
	(Amounts in thousands)
EBITDA (note 3)		195,417			353,827
Depreciation and amortization		(276,464	)		(258,103	)
Interest expense, net		(68,259	)		(64,833	)
Income taxes credit/(expense)		7,244			(2,026	)


Net (loss)/income		(142,062	)		28,865
Depreciation and amortization		276,464			258,103
Impairment loss on investment property		1,131			—
Amortization of deferred expenditure		13,973			15,580
Income taxes (credit)/expense		(7,244	)		2,026
Interest income		(20,378	)		(22,671	)
Interest, amortization and exchange difference on senior notes		86,664			89,879
Other borrowing costs		1,919			(739	)
Loss on disposal of fixed assets		9,621			1,714
Equity settled share-based transaction		6,823			5,727
Realized and unrealized loss on derivatives financial instruments		125			806
Unrealized gain on other investments		(668	)		(1,887	)
Taxation paid		(2,532	)		(2,171	)
Change in long term receivable		567			5,600
Change in working capital, net		(40,252	)		3,167


Net cash flow provided by operating activities		184,151			383,999

			As of August 31, 2010, we had a total of approximately 1,110,000 subscriptions for our fixed telecommunications network services, consisting of 526,000 broadband Internet access, 431,000 local VoIP and 153,000 IP-TV services subscriptions.

	•		IDD business.Our IDD business involves the provision of international telecommunications services. Such services include direct dial services, international calling cards and mobile call forwarding services in Hong Kong and Canada. As of August 31, 2010, the customer base for our total international telecommunications services consisted of approximately 2.4 million registered accounts.

	•		Focus on the Residential Mass and Small-To-Medium Corporate and Enterprise Market Segments.We focus on offering high-bandwidth services to the residential mass and small-to-medium enterprise markets in Hong Kong, which we believe have significant growth potential. We price our services attractively on a value-for-bandwidth basis and at the same time offer bandwidth advantages over comparable service offerings by our competitors. Our IP-TV services focus on the residential mass market by providing Chinese-language content that targets the Chinese-speaking population of Hong Kong. We have also strengthened our English language contents over the past year to increase our competitiveness by adding Disney Channels, Discovery Channels, National Geographic, AXN, Bloomberg and other channels. Our focus on the residential mass and small-to-medium corporate and enterprise markets has enabled us to quickly grow our subscription base, and we believe this will help us to up-sell our services.

	•		Leading-Edge Next Generation Network.We believe our self-owned Next Generation Network, a fiber-based backbone, gives us an inherent cost and performance advantage over our competitors. The high capacity of this network has enabled us to offer a suite of services on a single IP network platform. This IP platform is highly scalable, enabling us


							Adjustment
					Options		to number		Options		Options
			Balance		granted		of options		exercised		cancelled/	Balance
			as at		during		for 2008		during		lapsed	as at
	Date of	Exercise	January 9,		the	Exercise	Final		the		during	December 15,
	grant	price	2009		period	period	dividend		period		the period	2009
							(note 1)
		HK$
Directors
Mr. Wong Wai Kay, Ricky	January 5, 2005	1.5224 (note 4)		8,053,478	—	January 5, 2005 to October 20, 2014		38,126		—	—		8,091,604

	May 22, 2006	0.6523 (note 5)		6,040,108	—	May 22, 2007 to May 21, 2016		28,593		6,068,701	—	—

Mr. Cheung Chi Kin, Paul	January 5, 2005	1.5224 (note 4)		8,053,478	—	January 5, 2005 to October 20, 2014		38,126		—	—		8,091,604

	May 22, 2006	0.6523 (note 5)		6,040,108	—	May 22, 2007 to May 21, 2016		28,593		6,068,701	—	—

Mr. Yeung Chu Kwong, William	May 22, 2006	0.6523 (note 5)		1,013,369	—	May 22, 2007 to May 21, 2016		4,796		—	—		1,018,165

	February 6, 2008	1.7568 (note 6)		6,016,309	—	(note 2)		28,482		—	—		6,044,791

Mr. Lai Ni Quiaque	May 22, 2006	0.6523 (note 5)		2,013,369	—	May 22, 2007 to May 21, 2016		9,530		—	—		2,022,899

	February 11, 2008	1.8660 (note 7)		6,016,309	—	(note 3)		28,482		—	—		6,044,791

Senior management

Mr. Chong Kin Chun, John	October 21, 2004	1.5224 (note 4)		2,013,368	—	January 1, 2005 to October 20, 2014		9,532		—	—		2,022,900

	May 22, 2006	0.6523 (note 5)		503,342	—	May 22, 2007 to May 21, 2016		2,383		505,725	—	—

Mr. Lo Sui Lun	October 21, 2004	1.5224 (note 4)		503,343	—	January 1, 2005 to October 20, 2014		2,383		—	—		505,726

	May 22, 2006	0.6523 (note 5)		1,510,026	—	May 22, 2007 to May 21, 2016		7,149		—	—		1,517,175

Dr. Tam Ming Chit	May 2, 2008	1.7866 (note 8)		1,002,718	—	(note 2)		4,747		—	—		1,007,465

Ms. To Wai Bing	February 15, 2008	1.7568 (note 6)		1,002,718	—	(note 2)		4,747		—	—		1,007,465


									Capital
	Share			Share		Capital			redemption		Retained			Exchange
	capital			premium		reserve			reserve		profits			reserve			Total
	HK$’000			HK$’000		HK$’000			HK$’000		HK$’000			HK$’000			HK$’000
At September 1, 2009		66,418			681,208		23,232			7		454,802			2,860			1,228,527
Total comprehensive income for the year		—			—		—			—		216,866			(97	)		216,769
Dividend paid in respect of previous year		—			—		—			—		(108,735	)		—			(108,735	)
Dividend paid in respect of current year		—			—		—			—		(49,725	)		—			(49,725	)
Shares issued upon exercise of share option		2,032			22,227		(7,515	)		—		—			—			16,744
Equity settled share-based transactions		—			—		5,347			—		—			—			5,347
Shares issued upon placement		8,050			371,562		—			—		—			—			379,612


At August 31, 2010		76,500			1,074,997		21,064			7		513,208			2,763			1,688,539


									Capital
	Share			Share		Capital			redemption		Retained			Exchange
	capital			premium		reserve			reserve		profits			reserve			Total
	HK$’000			HK$’000		HK$’000			HK$’000		HK$’000			HK$’000			HK$’000
At September 1, 2008		65,062			670,717		19,013			—		275,025			2,790			1,032,607
Total comprehensive income for the year		—			—		—			—		212,829			70			212,899
Dividend paid in respect of previous year		—			—		—			—		(3,108	)		—			(3,108	)
Shares issued in respect of scrip dividend of previous year		1,221			8,685		—			—		(9,906	)		—			—
Dividend paid in respect of current year		—			—		—			—		(19,904	)		—			(19,904	)
Shares issued upon exercise of share option		142			1,806		(549	)		—		—			—			1,399
Equity settled share-based transactions		—			—		4,768			—		—			—			4,768
Repurchase and cancellation of ordinary shares		(7	)		—		—			7		(134	)		—			(134	)


At August 31, 2009		66,418			681,208		23,232			7		454,802			2,860			1,228,527


	2009
			Segment		Total		Capital
	Revenue		results		assets		expenditure
	HK$’000		HK$’000		HK$’000		HK$’000
Hong Kong		1,461,715		264,859		1,768,643		286,193
Canada		16,524		287		16,401		541


		1,478,239		265,146		1,785,044		286,734


									Employer’s
									contribution
									to defined
			Discretionary				Share-based		contribution
Name of director	Fee		Salary		bonuses		payment		scheme		Total
	HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000
Wong Wai Kay, Ricky		—		6,712		1,500		193		670		9,075
Cheung Chi Kin, Paul		—		6,714		1,500		193		670		9,077
Yeung Chu Kwong, William		—		7,049		1,000		1,764		456		10,269
Lai Ni Quiaque		—		2,403		550		1,141		240		4,334
Cheng Mo Chi, Moses		160		—		—		—		—		160
Lee Hon Ying, John		176		—		—		—		—		176
Chan Kin Man		165		—		—		—		—		165
Peh Jefferson Tun Lu		165		—		—		—		—		165


Total		666		22,878		4,550		3,291		2,036		33,421


									Employer's
									contribution
									to defined
			Discretionary				Share-based		contribution
	Fee		Salary		bonuses		payment		scheme		Total
Name of director	HK$’000		HK$’000		HK$’000		HK$’000		HK$’000		HK$’000
Wong Wai Kay, Ricky		—		6,707		1,800		—		670		9,177
Cheung Chi Kin, Paul		—		6,709		1,800		—		670		9,179
Yeung Chu Kwong, William		—		8,264		2,400		2,526		456		13,646
Lai Ni Quiaque		—		2,642		750		2,455		264		6,111
Cheng Mo Chi, Moses		168		—		—		—		—		168
Lee Hon Ying, John		185		—		—		—		—		185
Chan Kin Man		174		—		—		—		—		174
Peh Jefferson Tun Lu		174		—		—		—		—		174


Total		701		24,322		6,750		4,981		2,060		38,814


	2010				2009
	No. of		Amount		No. of			Amount
	Shares		HK$’000		shares			HK$’000
Authorized:
Ordinary shares of HK$0.10 each		2,000,000,000		200,000		2,000,000,000			200,000


Issued and fully paid:
Ordinary shares of HK$0.10 each
At the beginning of the year		664,179,970		66,418		650,621,823			65,062
Shares issued in respect of scrip dividend of the previous year (note (i))		—		—		12,212,142			1,221
Shares issued upon exercise of share options (note (ii))		20,317,374		2,032		1,416,005			142
Shares issued upon placement (note (iii))		80,500,000		8,050		—			—
Repurchase and cancellation of ordinary shares		—		—		(70,000	)		(7	)


At the end of the year		764,997,344		76,500		664,179,970			66,418


		Number of								Number of
		share options								share options
	Exercise	outstanding at								outstanding
	price	September 1,								at August 31,
Date of grant	per share	2009		Granted		Exercised		Lapsed		2010
October 21, 2004	HK$1.5224		6,909,527		—		2,750,847		—		4,158,680
January 5, 2005	HK$1.5224		16,183,208		—		—		—		16,183,208
May 22, 2006	HK$0.6523		21,592,899		—		16,409,456		—		5,183,443
August 3, 2006	HK$0.7018		40,540		—		40,540		—		—
November 22, 2006	HK$0.7216		136,545		—		136,545		—		—
February 6, 2008	HK$1.7568		6,044,791		—		502,000		—		5,542,791
February 11, 2008	HK$1.8660		6,044,791		—		—		—		6,044,791
February 15, 2008	HK$1.7568		1,007,465		—		402,986		—		604,479
May 2, 2008	HK$1.7866		1,007,465		—		75,000		—		932,465
February 5, 2010	HK$4.2400		—		6,000,000		—		—		6,000,000


			58,967,231		6,000,000		20,317,374		—		44,649,857

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