- Report of Foreign Issuer (6-K)
2009年11月17日 - 8:35PM
Edgar (US Regulatory)
CONFORMED COPY
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
November 18, 2009
CITY TELECOM (H.K.) LIMITED
(Translation of registrants name into English)
Level 39
Tower I, Metroplaza
No. 223 Hing Fong Road
Kwai Chung
New Territories
Hong Kong
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form
20-F or Form 40-F:
þ
Form 20-F
o
Form 40-F
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:
o
Yes
þ
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 the Companys
notice of 2009 annual general meeting of the Company to be held on December 18, 2009.
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/ Lai Ni Quiaque
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Name:
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Lai Ni Quiaque
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Title:
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Executive Director,
Chief Financial Officer and
Company Secretary
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Dated: November 18, 2009
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no
responsibility for the contents of this announcement, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or
in reliance upon the whole or any part of the contents of this announcement.
(incorporated in Hong Kong with limited liability under the Companies Ordinance)
(Stock code: 1137)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN
that the 2009 Annual General Meeting of City Telecom (H.K.) Limited (the
Company) will be held at Level 39, Tower 1, Metroplaza, No. 223 Hing Fong Road, Kwai Chung, New
Territories, Hong Kong on 18 December 2009 at 11:00 a.m. for the following purposes:
ORDINARY BUSINESS
1.
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To receive and adopt the audited consolidated financial statements and the Reports of the
Directors and Auditors for the year ended 31 August 2009.
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2.
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To declare a final dividend for the year ended 31 August 2009.
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3.
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To re-elect the retiring Directors and to authorise the Board of Directors to fix the
Directors remuneration.
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4.
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To re-appoint Messrs. KPMG as auditors of the Company and to authorise the Board of Directors
to fix their remuneration.
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SPECIAL BUSINESS
To consider and, if thought fit, to pass, with or without amendments, the following resolutions as
ordinary resolutions of the Company:
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(a)
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subject to sub-paragraph (c) of this resolution, the exercise by the directors of the
Company during the Relevant Period (as defined below) of all powers of the Company to allot,
issue and deal with additional shares in the share capital of the Company or securities
convertible into such shares or options, warrants, or similar rights to subscribe for any
shares or convertible securities and to make, issue or grant offers, agreements or options
which would or might require the exercise of such powers be and is hereby generally and
unconditionally approved;
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(b)
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the approval in sub-paragraph (a) of this resolution shall authorise the directors of the
Company during the Relevant Period to make, issue or grant offers, agreements or options which
would or might require the exercise of such powers after the end of the Relevant Period;
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(c)
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the aggregate nominal amount of share capital allotted or agreed conditionally or
unconditionally to be allotted (whether pursuant to an option or otherwise) by the directors of the
Company pursuant to the approval in sub-paragraph (a) of this resolution, otherwise than pursuant
to (i) a Rights Issue (as defined below), (ii) the exercise of the rights of subscription or
conversion under the terms of any securities which are convertible into shares of the Company and
from time to time outstanding, (iii) any share option scheme(s) or similar arrangement for the time
being adopted for the grant or issue to eligible participants of rights to acquire shares of the
Company, or (iv) any shares allotted in lieu of the whole or part of a dividend on shares of the
Company in accordance with the articles of association of the Company, shall not exceed twenty (20)
per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the
date of the passing of this resolution and the said approval be limited accordingly; and
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(d)
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for the purpose of this resolution:
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Relevant Period
means the period from the passing of this resolution until whichever is the
earliest of:
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(i)
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the conclusion of the next annual general meeting of the Company;
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(ii)
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the expiration of the period within which the next annual general meeting of the Company
is required by the Articles of Association of the Company or any applicable laws of Hong Kong
to be held; or
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(iii)
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the date on which the authority set out in this resolution is revoked or varied by an
ordinary resolution of the shareholders of the Company in general meeting.
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Rights Issue
means an offer of shares or offer or issue of warrants, options or other
securities of the Company giving rights to subscribe for shares open for a period fixed by
the directors of the Company to holders of shares on the register of members of the Company
on a fixed record date in proportion to their then holdings of such shares (subject to such
exclusions or other arrangements as the directors of the Company may deem necessary or
expedient in relation to fractional entitlements or having regard to any restrictions or
obligations under the laws of, or the requirements of any recognised regulatory body or any
stock exchange in, or any territory outside, Hong Kong).
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(a)
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subject to sub-paragraph (b) of this resolution, the exercise by the directors of the
Company during the Relevant Period (as defined below) of all the powers of the Company to
repurchase its own shares, subject to and in accordance with all applicable laws and
regulations, articles of association of the Company and the requirements of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time, be and is hereby generally and
unconditionally approved;
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(b)
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the aggregate nominal amount of shares of the Company to be repurchased by the Company
pursuant to the approval in sub-paragraph (a) of this resolution above during the Relevant
Period shall not exceed ten (10) per cent. of the aggregate nominal amount of the share
capital of the Company in issue as at the date of passing of this resolution and the said
approval shall be limited accordingly; and
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(c)
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for the purposes of this resolution:
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Relevant Period
means the period from the passing of this resolution until whichever
is the earliest of:
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(i)
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the conclusion of the next annual general meeting of the Company;
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(ii)
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the expiration of the period within which the next annual general meeting of the
Company is required by the articles of association of the Company or any applicable
laws of Hong Kong to be held; or
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(iii)
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the date on which the authority set out in this resolution is revoked or varied
by an ordinary resolution of the shareholders of the Company in general meeting.
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7.
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THAT
, subject to the passing of resolutions Nos. 5 and 6 above, the authority granted to the
directors of the Company pursuant to resolution No. 5 above be and is hereby extended by the
addition to the aggregate nominal amount of share capital which may be allotted or agreed
conditionally or unconditionally to be allotted pursuant to such authority an amount
representing the aggregate nominal amount of shares in the share capital of the Company
repurchased by the Company under the authority granted pursuant to resolution No. 6 above,
provided that such extended amount so repurchased shall not be more than ten (10) per cent. of
the aggregate nominal amount of the share capital of the Company in issue as at the date of
passing this resolution.
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By Order of the Board
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Lai Ni Quiaque
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Executive Director, Chief Financial Officer
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and Company Secretary
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Hong Kong, 18 November 2009
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Registered Office:
Level 39
Tower 1, Metroplaza
No. 223 Hing Fong Road
Kwai Chung
New Territories
Hong Kong
Notes:
1.
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Every member entitled to attend and vote at the meeting convened by the above notice is
entitled to appoint another person as his proxy to attend and vote instead of him. A proxy
need not be a member of the Company.
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2.
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Where there are joint registered holders of any shares of the Company, any one of such
persons may vote at the meeting, either personally or by proxy, in respect of such shares as
if he were solely entitled thereto; but if more than one of such joint persons be present at
the meeting personally or by proxy, then one of the said persons so present whose name stands
first on the register of members in respect of such shares of the Company shall alone be
entitled to vote in respect thereof.
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3.
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In order to be valid, the form of proxy duly completed and signed in accordance with the
instructions printed thereon together with the power of attorney or other authority, if any,
under which it is signed or a notarised copy thereof must be delivered to the Companys share
registrar, Computershare Hong Kong Investor Services Limited at Rooms 1806-1807, 18th Floor,
Hopewell Centre, 183 Queens Road East, Wanchai, Hong Kong, not less than forty-eight (48)
hours before the time appointed for the holding of the meeting or any adjournment thereof.
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4.
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The register of members of the Company will be closed from 16 December 2009 to 18 December
2009, both dates inclusive. In order to qualify for the proposed final dividend, all transfer
documents accompanied by the relevant share certificates, must be lodged with the Companys
share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor,
Hopewell Centre, 183 Queens Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on 15 December 2009.
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5.
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With regard to item 3 in this notice, the board of directors of the Company proposes that the
retiring Directors, namely Mr. Lai Ni Quiaque, Dr. Cheng Mo Chi, Moses and Dr. Chan Kin Man be
re-elected as Directors of the Company. The biographical details of these retiring Directors
are set out in Appendix II to the circular of the Company to the shareholders dated 18 November 2009.
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As at the date of this announcement, the executive directors of the Company are Mr. Wong Wai Kay,
Ricky (Chairman), Mr. Cheung Chi Kin, Paul (Vice Chairman), Mr. Yeung Chu Kwong, William (Chief
Executive Officer) and Mr. Lai Ni Quiaque (Chief Financial Officer); the non-executive director of
the Company is Dr. Cheng Mo Chi, Moses; and the independent non-executive directors of the Company
are Mr. Lee Hon Ying, John, Dr. Chan Kin Man and Mr. Peh Jefferson Tun Lu.
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