As filed with the Securities and Exchange Commission on December 31, 2012April 29, 2016

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

or

For the year ended AugustDecember 31, 20122015

or

For the transition period from             to            

Date of event requiring this shell company report

Commission file number: 000-30354

City Telecom (H.K.)Hong Kong Television Network 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)

13th Floor, Trans Asia Centre

No. 18 Kin Hong Street

Kwai Chung, New Territories

Hong Kong

(Address of Principal Executive Offices)

Ms. Wong Nga Lai, Alice

13th Floor, Trans Asia Centre

No.18 Kin Hong Street

Kwai Chung, New Territories

Hong Kong

Telephone : (852) 3145 6888

Facsimile : (852) 2199 8354

(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:

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:

SECURITIESREGISTEREDORTOBEREGISTEREDPURSUANTTO SECTION 12(G)OFTHE ACT:

NoneAmerican Depositary Shares, each representing 20 Ordinary Shares

SECURITIESFORWHICHTHEREISAREPORTINGOBLIGATIONPURSUANTTO SECTION 15(D)OFTHE ACT:

NONE

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 809,016,643 Ordinary Shares, par value HK$0.10 per share .Shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ¨    No  x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ¨  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer¨             Accelerated filerx            Non-accelerated filer  ¨

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

U.S. GAAP  ¨                 International Financial Reporting Standards as issued  x                 Other  ¨

          by the International Accounting Standards Board

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has selected to follow.    Item 17  ¨    Item 18  ¨

If this report is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

TABLE OF CONTENTS

i

ii

USE OF DEFINED AND TECHNICAL TERMS

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

“Articles” are to the Company’s existing Memorandum and Articles;

“Centre” is to the Television and Multimedia Production Centre under construction in Tseung Kwan O Industrial Estate

“HKBN”		are to Hong Kong Broadband Network Limited, a former wholly-owned subsidiary of the Company;
“HKMA” or “Hong Kong Monetary Authority”		are to the government authority in Hong Kong responsible for maintaining monetary and banking stability in Hong Kong;
“HKSE”		are to The Stock Exchange of Hong Kong Limited;
“HKSE Listing Rules”		are to Rules Governing the Listing of Securities on the HKSE;
“HKTV” or the “Company”		are to Hong Kong Television Network Limited;
“IDD Business”		are to our former business segment in which we provided international direct dialing telecommunications services, including international long distance call services;
“IFRS”		are to International Financial Reporting Standards, as issued by the International Accounting Standards Board;
“Mobile TV Acquisition”		are to our acquisition on December 20, 2013 of the entire issued share capital of the Target Company pursuant to an option exercised by the Company under an agreement dated August 16, 2013 entered into between the Company and the Vendor;
“Mobile TV Spectrum”		are to the frequency at 678 – 686 MHz and microwave link in the frequency range of 7910 – 7920 MHz for the provision of broadcast-type mobile television services;
“Multimedia Business”		are to our business consisting of, among other things, an online shopping mall operation, the offer of television programming through our OTT platform, multimedia and drama productions, content distribution and other related services;
“Nasdaq”		are to The Nasdaq Stock Market LLC;
“OTT”		are to Over-The-Top, which is the delivery of multimedia content over the Internet;
“Sarbanes-Oxley Act”		are to the Sarbanes-Oxley Act of 2002;
“SEC”		are to the Securities and Exchange Commission;
“Securities Act”		are to the Securities Act of 1933, as amended;
“Supplementary Financial Information”		are to the Company’s unaudited financial information relating to the twelve months ended August 31, 2014 and four months ended December 31, 2014;
“Talents”		are to all individuals employed by us, including the directors of the Company;
“Target Company” or “HKMTV”		are to Hong Kong Mobile Television Network Limited (formerly China Mobile Hong Kong Corporation Limited), a company incorporated in Hong Kong with limited liability and, prior to the Mobile TV Acquisition, a wholly-owned subsidiary of the Vendor;
“Telecom Group Agreement”		are to the sale and purchase agreement dated March 31, 2012 entered into between the Company and Metropolitan Light Company Limited in relation to the disposal of 100% of the issued share capital of City Telecom International Limited, Credibility Holdings Limited and Automedia Holdings Limited;

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

“Telecom Business”		are to the disposed businesses, which include the FTNS Business and IDD Business;
“Unified Carrier License”		are to a unified carrier licence issued by the Communications Authority to the Target Company;
“Vendor”		are to China Mobile Hong Kong Company Limited, a company incorporated in Hong Kong with limited liability and an wholly-owned subsidiary of China Mobile Limited, a company listed on the New York Stock Exchange and the main board of the HKSE; and
“we”, “us” or “our”		are to Hong Kong Television Network Limited and/or its subsidiaries, as the context requires.

“Distribution Business” are to our sale and distribution of Cantonese television drama series, news programmes and other television programmes;

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

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

“Group” are to the Company and its subsidiaries;

“Guangzhou Agreement” are to the sale and purchase agreement dated April 19, 2012 entered into by the Company and Metropolitan Light (HK) Company Limited, a company incorporated in Hong Kong and a wholly owned subsidiary of Metropolitan Light Company Limited;

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

“HKBA” or the “Hong Kong Broadcasting Authority” are to an independent statutory body established by the Hong Kong government for the regulation of the broadcasting industry in Hong Kong;

“HKCA” or the “Office of the Communications Authority” are to a unified regulatory body for the broadcasting and the telecommunication sectors, which has taken over the functions and responsibilities of the HKBA and the Hong Kong Telecommunications Authority since April 1, 2012;

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

“HKMA” or “Hong Kong Monetary Authority” are to the government authority in Hong Kong responsible for maintaining monetary and banking stability in Hong Kong;

“HKSE” are to The Stock Exchange of Hong Kong Limited;

“HKSE Listing Rules” are to Rules Governing the Listing of Securities on the HKSE;

“IDD business” are to our former business segment in which we provided international direct dialing telecommunications services, including international long distance call services;

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

“Multimedia Production Business” are to our business segment in which we produce, sell and distribute Cantonese television drama series, news programmes and other television programmes and offer free television programming services in Hong Kong;

“Talents” are to all individuals employed by our Group including the directors of our Company;

“Telecom Group Agreement” are to the sale and purchase agreement dated March 31, 2012 entered into between the Company and Metropolitan Light Company Limited in relation to the disposal of 100% of the issued share capital of City Telecom International Limited, Credibility Holdings Limited and Automedia Holdings Limited; and

“Telecom Business” are to the disposed businesses, which include the FTNS business and IDD business.

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$7.7560,7.7507, which was the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on AugustDecember 31, 2012.2015. On December 14, 2012April 22, 2016, the exchange rate was US$1.00 = HK$7.7496.7.7564. 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.

PRESENTATION OF FINANCIAL INFORMATION

Unless otherwise indicated, the financial information in this annual report has been prepared in accordance with IFRS. The significant IFRS accounting policies applied to our financial information in this annual report have been applied consistently.

NO INCORPORATION OF WEBSITE INFORMATION

The content of our website does not form part of this annual report.

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 and our plans, strategies and beliefs and other statements that are not historical facts.beliefs. 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. TheAll statements other than statements of historical fact included in this annual report, including statements regarding our future financial position, strategy, projects costs and plans and objectives of management for future operations, are based on management’s assumptions and beliefs in light of the information currently available to us.forward-looking statements.

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 achievementsthose expressed or implied by such forward looking statements. Potential risks and uncertainties include, without limitation:include:

When considering such forward-looking statements, you should keep in mind the factors described in Item 3 “Key information - risk factors”— Risk Factors” and other cautionary statements appearing in Item 5 “Operating and financial reviewFinancial Review and prospects”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. Additionally, new risk factors can emerge from time to time, and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, you should not place undue reliance on forward-looking statements as a prediction of actual results.

All forward-looking statements included in this annual report are based on information available to us on the date of this annual report. We undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by applicable law. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this annual report.

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

City Telecom’s historicalNot applicable

Not applicable

A. Selected Financials

Historical financial information

The following table presents our selected historical financial data of our Company as of and for each of the years in the five-year periodtwelve months ended August 31, 2012.2011, 2012 and 2013, the sixteen months ended December 31, 2014, and the twelve months ended December 31, 2015. Except for amounts presented in U.S. dollars, the selected historical consolidated income statement data and other financial data for the yearstwelve months ended August 31, 2010, 20112013, the sixteen months ended December 31, 2014, and 2012the twelve months ended December 31, 2015, and the selected historical consolidated balance sheetstatement of financial position data as of AugustDecember 31, 20112014 and 2012December 31, 2015, set forth below are derived from, should be read in conjunction with, and are qualified in their entirety by reference to our audited consolidated financial statements, including the related notes, included elsewhere in this annual report on Form 20-F.report. The selected historical consolidated balance sheetincome statement data for the twelve months ended August 31, 2011 and 2012 and consolidated statement of financial position data as of August 31, 2008, 20092011, 2012 and 20102013 set forth below are derived from our audited consolidated financial statements that are not included in this annual report on Form 20-F. The selected historical consolidated income statement data for the years ended August 31, 2008 and 2009 are presented on the same basis as our consolidated financial statements included in the annual report on Form 20-F to show the results of the disposed Telecom Business as discontinued operations.report. Our consolidated financial statements have been prepared in accordance with InternationalIFRS.

You should read the selected financial data in conjunction with our consolidated financial statements and related notes and Item 5 “Operating and Financial Reporting Standards, or IFRSs, as issued byReview and Prospects” included elsewhere in this annual report. Our historical results do not necessarily indicate our expected results for any future periods.

Pursuant to a resolution of the International Accounting Standards Board.Board dated August 29, 2014, the Company’s financial year end date has been changed from August 31 to December 31 in order to unify the financial year-end dates of the Company and its subsidiaries and align with the business cycle of the Group’s potential customers in the retail e-commerce industry and the multimedia advertising industry. Accordingly, the accompanying consolidated financial statements, and the selected financial information below, for fiscal 2014 cover a period of sixteen months from September 1, 2013 to December 31, 2014. As the fiscal 2014 figures are not directly comparable with those of the fiscal 2011 through fiscal 2013 and fiscal 2015, financial information for the twelve months ended August 31, 2014 and the four months ended December 31, 2014 prepared in accordance with IFRS, has been presented to enhance comparability. This supplementary financial information has not been audited. For further information, see Note 1 to the consolidated financial statements included elsewhere in this annual report.

Selected consolidated income statement data:

		For the year ended August 31,
		2008				2009				2010				2011				2012				2012
		HK$				HK$				HK$				HK$				HK$				US$
		(in thousands, except per share data)
Basic (loss)/earnings per share (cents)
-Continuing and discontinued operations			19.7				32.4				30.7				40.8				471.9				60.8
-Continuing operations			(10.8	)			(5.6	)			(8.0	)			(4.1	)			(9.0	)			(1.2	)
-Discontinued operations			30.5				38.0				38.7				44.9				480.9				62.0
Diluted (loss)/earnings per share (cents)(1)
-Continuing and discontinued operations			19.0				31.8				29.4				39.6				465.1				60.0
-Continuing operations			(10.8	)			(5.6	)			(8.0	)			(4.1	)			(9.0	)			(1.2	)
-Discontinued operations			29.5				37.3				37.1				43.7				474.1				61.1

Selected consolidated balance sheetstatement of financial position data:

Other financial data:

Notes:

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 HKMA to keep the official exchange rate stable, the market exchange rate of the Hong Kong dollar against the U.S. dollar continues to beis 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.

As of April 22, 2016, the exchange rate between the Hong Kong dollar and the U.S. dollar was 7.7564. 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: