UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF
1934
May 30, 2012
Commission File Number : 000-30354
CITY TELECOM
(H.K.) LIMITED
(Translation of registrants name into English)
13th Floor
Trans Asia Centre
18 Kin Hong Street
Kwai Chung
New Territories
Hong Kong
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or
Form 40-F:
x
Form 20-F
¨
Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
¨
Indicate by check mark whether the registrant by
furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
¨
Yes
x
No
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a
City Telecom (H.K.) Limited (the Company) is furnishing under cover of Form 6-K an announcement
dated May 30, 2012 relating to the completion of telecom group agreement; resignation and appointment of directors; change in composition of board committees and important executive functions; resignation and appointment of company secretary;
change of registered address; special dividend and closure of register of members.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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CITY TELECOM (H.K.) LIMITED
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By:
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/s/ Wong Wai Kay, Ricky
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Name: Wong Wai Kay, Ricky
Title: Executive Director and
Chairman
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Dated: May 30, 2012
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no
responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the
contents of this announcement.
CITY TELECOM (H.K.) LIMITED
(Incorporated in Hong Kong with limited liability under the Companies Ordinance)
(Stock Code: 1137)
(1) COMPLETION OF TELECOM GROUP AGREEMENT;
(2) RESIGNATION AND
APPOINTMENT OF DIRECTORS,
CHANGE IN COMPOSITION OF BOARD COMMITTEES AND
IMPORTANT EXECUTIVE FUNCTIONS;
(3) RESIGNATION AND APPOINTMENT OF COMPANY SECRETARY;
(4) CHANGE OF
REGISTERED ADDRESS;
(5) SPECIAL DIVIDEND AND CLOSURE OF
REGISTER OF MEMBERS
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(1)
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COMPLETION OF THE TELECOM GROUP AGREEMENT
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The Board is pleased to announce that the condition precedent set out in the Telecom Group Agreement has been fulfilled and the Completion occurred on 30 May 2012 in accordance with the terms of the
Telecom Group Agreement.
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(2)
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RESIGNATION AND APPOINTMENT OF DIRECTORS, CHANGE IN COMPOSITION OF BOARD COMMITTEES AND IMPORTANT EXECUTIVE FUNCTIONS
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Upon the Completion, Mr. Yeung Chu Kwong, William and Mr. Lai Ni Quiaque resigned as executive Directors of the
Company and ceased to be members of the Executive Committee of the Company with effect from 30 May 2012. Furthermore, Mr. Yeung Chu Kwong, William resigned as the Chief Executive Officer of the Company and Mr. Lai Ni Quiaque resigned
as the Chief Financial Officer of the Company with effect from 30 May 2012. Mr. Lai Ni Quiaque also ceased to be a member of the Remuneration Committee of the Company on the same day.
The Board is also pleased to announce that Ms. To Wai Bing has been appointed as an executive Director and the Chief
Executive Officer of the Company, and Ms. Wong Nga Lai, Alice has been appointed as an executive Director and the Chief Financial Officer of the Company with effect from 30 May 2012.
- 1 -
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(3)
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RESIGNATION AND APPOINTMENT OF COMPANY SECRETARY
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Mr. Lai Ni Quiaque resigned as the Company Secretary of the Company with effect from 30 May 2012 and Ms. Wong Nga Lai, Alice has been appointed as the Company Secretary of the Company with
effect from 30 May 2012.
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(4)
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CHANGE OF REGISTERED ADDRESS
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With effect from 30 May 2012, the registered address of the Company has been changed to 13th Floor, Trans Asia Centre, 18 Kin Hong Street, Kwai Chung, New Territories, Hong Kong. The Companys
telephone and fax numbers remain unchanged.
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(5)
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SPECIAL DIVIDEND AND CLOSURE OF REGISTER OF MEMBERS
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The Board is pleased to announce that the Special Dividend will be paid on or before Friday,
29 June 2012 to those shareholders whose names appear on the register of members of the Company on Wednesday, 20 June 2012. In order to ascertain the entitlement of the shareholders of the Company to the Special Dividend, the register of
members of the Company will be closed from Monday, 18 June 2012 to Wednesday, 20 June 2012, both days inclusive, during which period no transfer of Shares shall be effected. In order to qualify for the Special Dividend, all transfers
accompanied by the relevant share certificates must be lodged with the Companys share registrar, Computershare Hong Kong Investor Services Limited, at Shops 17121716, 17th Floor, Hopewell Centre, 183 Queens Road East, Wanchai, Hong
Kong not later than 4:30 p.m. on Friday, 15 June 2012.
1.
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COMPLETION OF THE TELECOM GROUP AGREEMENT
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Reference is made to the announcement of City Telecom (H.K.) Limited (the
Company
) dated 11 April 2012 and the circular of the Company dated 2 May 2012 (the
Circular
) in relation to, among other things, the Disposal and the Reorganisation in contemplation of the Disposal. Capitalised terms used in this announcement shall have the same meanings as defined in the Circular unless
otherwise stated.
The board of directors of the Company (
Board
) is pleased to announce that the condition
precedent set out in the Telecom Group Agreement has been fulfilled and the Completion occurred on 30 May 2012 in accordance with the terms of the Telecom Group Agreement. The final Telecom Group Consideration (after adjustment for the amount
of cash, debt and working capital as at 31 March 2012) and the Guangzhou Consideration amounted to HK$4,873,600,000.
Upon the Completion, the Company ceased to have any interest in the Telecom Group, and each of the Telecom Companies ceased to be
subsidiaries of the Company.
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2.
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RESIGNATION AND APPOINTMENT OF DIRECTORS, CHANGE IN COMPOSITION OF BOARD COMMITTEES AND IMPORTANT EXECUTIVE FUNCTIONS
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As disclosed in the Circular, together with other senior management of the Telecom Group, Mr. Yeung Chu Kwong, William (
Mr.
Yeung
) and Mr. Lai Ni Quiaque (
Mr. Lai
) will remain as management of the Disposal Group and become shareholders of the Purchaser to assist the Purchaser to oversee the running of the Disposal Group following the
Completion. Accordingly, Mr. Yeung and Mr. Lai resigned as executive Directors of the Company and ceased to be members of the Executive Committee of the Company with effect from 30 May 2012. Furthermore, Mr. Yeung resigned as the
Chief Executive Officer of the Company and Mr. Lai resigned as the Chief Financial Officer of the Company with effect from 30 May 2012. Mr. Lai Ni Quiaque also ceased to be a member of the Remuneration Committee of the Company on the
same day.
Each of Mr. Yeung and Mr. Lai has confirmed that he has no disagreement with the members of the Board and
there is no matter in relation to his resignation that needs to be brought to the attention of the shareholders of the Company or the Stock Exchange.
The Board is also pleased to announce that Ms. To Wai Bing (
Ms. To
) has been appointed as an executive Director and the Chief Executive Officer of the Company, and Ms. Wong
Nga Lai, Alice (
Ms. Wong
), has been appointed as an executive Director and the Chief Financial Officer of the Company with effect from 30 May 2012. Details of Ms. To and Ms. Wong which are required to be disclosed
under the Listing Rules are set out below.
Ms. To Wai Bing,
aged 50, is the Managing Director of Business
Development of the Group, Chief Operating Officer of Hong Kong Media Production Company Limited and Chief Executive Officer of Leader Artiste Management Company Limited. Ms. To is responsible for overseeing the multimedia business of the Group.
Ms. To has a Diploma in Electronic Engineering and a Higher Certificate in Electronic Engineering from The Hong Kong
Polytechnic University. Ms. To re-joined the Group in May 2007 after her previous service with the Group from September 1998 to July 2006. Before joining the Group, Ms. To had worked at Hong Kong Telecom International Limited for 16 years.
As at the date of this announcement, Ms. To has a personal interest in 95,239 Shares. Save as disclosed above,
Ms. To does not have, and is not deemed to have, any interests in any Shares or underlying shares within the meaning of Part XV of the Securities and Futures Ordinance.
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Ms. To has entered into a service contract with the Company on 30 May 2012 and is
entitled to a basic monthly salary of HK$188,000 and an annual bonus. She has no fixed term of service with the Company and is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the
Articles of Association of the Company. The remuneration package of Ms. To is determined by the Remuneration Committee of the Company with reference to her responsibilities, time commitment and prevailing market conditions.
Ms. To does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the
Company. Ms. To did not hold any directorship in other listed companies in the last three years. Save as disclosed above, there are no other matters concerning Ms. To that need to be brought to the attention of the shareholders of the
Company nor any information to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.
Ms. Wong Nga Lai, Alice,
aged 37, is the Financial Controller of the Group and has over 14 years of experience in financial
management and accounting. She is mainly responsible for the Groups overall finance functions, procurement function as well as investor engagement. Ms. Wong was a key member of the team that was responsible for the major financing
transactions of the Group, including the issuance of US$125 million 10-year senior notes in January 2005, the US$50 million US NASDAQ placement in April 2010, and also the most recent very substantial disposal transaction announced in April 2012.
Ms. Wong holds a Bachelor of Commerce degree from the University of Queensland, a Master of Business Administration
degree from the Hong Kong University of Science and Technology and a Postgraduate Diploma in Corporate Governance. She is a qualified member of the Hong Kong Institute of Certified Public Accountants (HKICPA) and Association of Chartered Certified
Accountants (ACCA). She has been a member of the Student Affairs Sub-committee of ACCA Hong Kong since 2010. Before joining the Group, Ms. Wong had worked for PricewaterhouseCoopers in Hong Kong for about 5 years, primarily focusing on the
technology, info-communications and entertainment sectors.
As at the date of this announcement, Ms. Wong has a personal
interest in share options to subscribe for 50,000 Shares. Save as disclosed above, Ms. Wong does not have, and is not deemed to have, any interests in any Shares or underlying shares within the meaning of Part XV of the Securities and Futures
Ordinance.
Ms. Wong has entered into a service contract with the Company on 30 May 2012 and is entitled to a basic
monthly salary of HK$188,000 and an annual bonus. She has no fixed term of service with the Company and is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Articles of Association
of the Company. The remuneration package of Ms. Wong is determined by the Remuneration Committee of the Company with reference to her responsibilities, time commitment and prevailing market conditions.
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Ms. Wong does not have any relationship with any other Directors, senior management or
substantial or controlling shareholders of the Company. Ms. Wong did not hold any directorship in other listed companies in the last three years. Save as disclosed above, there are no other matters concerning Ms. Wong that need to be
brought to the attention of the shareholders of the Company nor any information to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.
3.
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RESIGNATION AND APPOINTMENT OF COMPANY SECRETARY
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The Board further announces that Mr. Lai resigned as the Company Secretary of the Company with effect from 30 May 2012. Mr. Lai has confirmed that there is no disagreement with the Board
and there is no matter relating to his resignation that needs to be brought to the attention of shareholders of the Company or the Stock Exchange.
Following Mr. Lais resignation, the Board is pleased to announce that Ms. Wong has been appointed as the Company Secretary of the Company with effect from 30 May 2012.
Ms. Wongs biographical details are set out above.
4.
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CHANGE OF REGISTERED ADDRESS
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The Board further announces that, with effect from 30 May 2012, the registered address of the Company has been changed to 13th Floor, Trans Asia Centre, 18 Kin Hong Street, Kwai Chung, New
Territories, Hong Kong. The Companys telephone and fax numbers remain unchanged.
5.
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SPECIAL DIVIDEND AND CLOSURE OF REGISTER OF MEMBERS
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As disclosed in the Circular, the Board decided to declare a special dividend of HK$2,022.54 million (representing HK$2.50 per Share, taking into account expected exercise of all outstanding employee
share options), to be paid to the shareholders of the Company subject to the receipt of the sale proceeds upon Completion (the
Special Dividend
).
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The Board is pleased to announce that the Special Dividend will be paid on or before
Friday, 29 June 2012 to those shareholders whose names appear on the register of members of the Company on Wednesday, 20 June 2012. In order to ascertain the entitlement of the shareholders of the Company to the Special Dividend, the
register of members of the Company will be closed from Monday, 18 June 2012 to Wednesday, 20 June 2012, both days inclusive, during which period no transfer of Shares shall be effected. In order to qualify for the Special Dividend, all
transfers accompanied by the relevant share certificates must be lodged with the Companys share registrar, Computershare Hong Kong Investor Services Limited, at Shops 17121716, 17th Floor, Hopewell Centre, 183 Queens Road East,
Wanchai, Hong Kong not later than 4:30 p.m. on Friday, 15 June 2012.
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By Order of the Board
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City Telecom (H.K.) Limited
Wong Wai Kay, Ricky
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Chairman
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Hong Kong, 30 May 2012
As at the date of this announcement, the executive Directors are Mr. Wong Wai Kay, Ricky (Chairman), Mr. Cheung Chi Kin, Paul (Vice Chairman), Ms. To Wai Bing (Chief Executive Officer),
Ms. Wong Nga Lai, Alice (Chief Financial Officer), the non-executive Director is Dr. Cheng Mo Chi, Moses and the independent non-executive Directors are Mr. Lee Hon Ying, John, Dr. Chan Kin Man, Mr. Peh Jefferson Tun Lu.
- 6 -
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