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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 20-F/A



AMENDMENT NO. 1



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TO ANNUAL REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES AND EXCHANGE ACT OF 1934



Commission File number: 333-11014



For the fiscal year ended December 31, 2003



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i-CABLE COMMUNICATIONS LIMITED

(Exact name of Registrant as specified in its charter)



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N/A

(Translation of Registrants name into English)



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HONG KONG

(Jurisdiction of
incorporation or organization)



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Cable TV Tower

9 Hoi Shing Road

Tsuen Wan, Hong Kong

(Address of principal executive offices)



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Securities registered or to be registered pursuant to Section 12(b) of the
Act.



|                                                                                              |  |                                             
|--------------------------------------------------------------------------------------------- |  | --------------------------------------------
|Title of each class                                                                           |  | Name of quotation system on which registered
|American Depositary Shares, each representing 20 Ordinary Shares, par value HK$1.00 per share |  | Nasdaq - National Market System             
|                                                                                              | 
|Ordinary Shares, par value HK$1.00 per share                                                  |  | Nasdaq - National Market System*            



Securities
registered or to be registered pursuant to Section 12(g) of the Act.

None



Securities for which there is a reporting obligation pursuant to Section
15(d) of the Act.

None



Indicate the number of outstanding shares of each of the issuers classes of capital

or common stock as of the close of the period covered by the annual report.

Ordinary Shares                    2,019,234,400



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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 which financial statement
item the registrant has elected to follow.



Item
17 ̈Item 18  x



|* | Not for trading purposes, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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EXPLANATORY NOTE



This amendment No. 1 on Form 20-F/A hereby amends i-CABLE Communications Limiteds annual report on Form 20-F for the fiscal year ended December
31, 2003, which was filed on June 30, 2004. This amendment No. 1 is being filed for the purpose of providing additional details regarding the quorum requirements applicable to any meetings of the holders of our ordinary shares. This amendment No. 1
is not intended to revise other information presented in our annual report on Form 20-F for the fiscal year ended December 31, 2003 as originally filed.



This Form 20-F/A consists of a cover page, this explanatory note, amended Item 10.B., the signature page and Exhibits 12.1 and 12.2.



This amendment No. 1 on Form 20-F/A does not reflect events occurring after
the filing of the original Form 20-F and does not modify or update the disclosure therein in any way other than as required to reflect the amendment discussed above. As a result, this amendment No. 1 to the annual report on Form 20-F continues to
speak as of June 30, 2004.



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ITEM 10. ADDITIONAL INFORMATION



B. Memorandum and Articles of Association



We are a Hong Kong company and our affairs are governed by our memorandum and articles of association and Hong Kong law. The following are summaries of
material provisions of our memorandum and articles of association and Hong Kong law as they relate to the material terms of our ordinary shares.



Certificates representing the ordinary shares are issued in registered form. Under the laws of Hong Kong, shareholders who are not residents of Hong Kong
may hold, vote and transfer their ordinary shares in the same manner as Hong Kong residents. There are no conversion or redemption rights of the ordinary shares.



Voting Rights



We are required to hold an annual general meeting of shareholders within 15 months from the date of our last annual general meeting. We may also hold
other general meetings of shareholders, which are called extraordinary general meetings, from time to time. Our board of directors may convene an extraordinary general meeting at will or, under section 113 of the Companies Ordinance of Hong Kong,
upon request of our shareholders and in default, an extraordinary general meeting may be convened by the requesting shareholders. Our annual general meeting and any general meeting of i-CABLE called for the passing of a special resolution requires
at least 21 days notice, and any other meeting of i-CABLE requires at least 14 days notice. The notice must specify the place, the day and the hour of the meeting and, in the case of special business, the general nature of that business.



NASDAQ MarketPlace Rule 4350(f) requires a minimum quorum of
33 1/3 percent of the outstanding shares of a companys common voting stock for any meeting of the holders of a companys common stock. At the time of our initial public offering in 1999, we received an exemption from compliance with the
quorum requirement under NASDAQ MarketPlace Rule 4350(f). According to our articles of association, the quorum for a general meeting is two shareholders present in person or by proxy. We believe this is consistent with the practice of companies
incorporated in Hong Kong.



A corporation that is a shareholder
will be deemed to be present in person by its duly authorized representative or by proxy. If within five minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon request of shareholders, will be
dissolved. In any other case, the meeting will stand adjourned to such other day not being less than 14 nor more than 28 days thereafter and at such time and place as may be decided by the chairman of the meeting. At an adjourned meeting, one
shareholder present in person or by proxy will be a quorum.



Subject to any special rights, privileges or restrictions as to voting for the time being attached to any class or classes of shares, at any general meeting every shareholder who is present in person has one vote on a show of hands, and on
a poll every shareholder present in person or by proxy has one vote for every ordinary share held by such shareholder.



If at any time our capital is divided into different classes of shares, all or any of the special rights attached to any class may, subject to the
provisions of the Companies Ordinance, be varied or abrogated either with the consent in writing by at least three-fourths of the holders of the issued shares of that class or with the sanction of a special resolution passed at a separate general
meeting of the holders of the shares of that class. At such separate general meetings, the provisions of our articles of association relating to general meetings apply with an additional requirement that the necessary quorum be not less than
one-third of the issued shares of that class, and at an adjourned meeting, and that any holder of shares of the class present may demand a poll.



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As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the
furnishing and the content of proxy statements.



Dividends



No dividend is payable except out of our profits or
other distributable reserves.



Subject to the rights of
persons, if any, entitled to shares with special rights as to dividends, all dividends are declared and paid according to the amounts paid up on the shares in respect whereof the dividend is paid, but no amount paid up on a share in advance of calls
is for this purpose treated as paid up on the share. All dividends will be apportioned and paid equally according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividends are paid. Our board
of directors may deduct from any dividend or other monies payable to our shareholders all sums of money, if any, presently payable to us by such shareholder on account of calls, installments or otherwise.



In respect of any dividend that our board of directors or our shareholders in
general meeting have resolved be paid or declared, our board of directors may further propose either:



| |  |  | that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid provided that the shareholders are at the same time accorded the right
to elect to receive such dividend, or part thereof, as the case may be, in cash in lieu of such allotment, or
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| |  |  | that the shareholder entitled to such dividend be entitled to elect to receive an allotment of shares credited as fully paid in lieu of the whole or such part of the dividend as the
Board may think fit.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Any dividend unclaimed
after a period of six years from the date of declaration of such dividend will be forfeited and will revert to us.



Liquidation



If we are to be liquidated, the liquidator may, with the approval of our shareholders and any other approval required by the Companies Ordinance, divide
among our shareholders in cash or in kind the whole or any part of our assets and may vest the whole or any part of such assets in trustees upon such trusts for the benefit of the shareholders as the liquidator, with the approval of the
shareholders, thinks fit, provided, that a shareholder will not be compelled to accept any shares or other assets that would subject such shareholder to liability.



Registration and Transfers



Any shareholder may transfer all or any of his fully paid shares by an instrument of transfer in the usual common form or in any other form that the board
of directors may approve, subject to such of the requirements of our memorandum and articles of association as may be applicable. Such requirements may include:



| |  |  | lodging the instrument of transfer 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 transferor to make the transfer; and
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| |  |  | limiting the number of joint holders to whom the share is to be transferred to four, in the case of a transfer to joint holders.
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The instrument of transfer of a share will be signed by or on behalf of the
transferor and, in the case of partly paid shares, the transferee, and the transferor will be deemed to remain the holder of the share until the name of the transferee is entered in the register. All instruments of transfer, when registered, may be
retained by us.



We may charge a fee not exceeding HK$2, or
such higher amount as the Hong Kong Stock Exchange may approve for the time being, for registering any transfer or other document relating to or affecting the title to any of our shares, or for otherwise making any entry in the register of members
relating to any of our shares.



Our board of directors will
cause to be kept a register of shareholders on which various particulars required by the Companies Ordinance are entered. We are entitled, by giving notice in an advertisement in a newspaper circulating generally in Hong Kong, to close our register
of shareholders for a period not exceeding 30 days in each year. The period of 30 days may be extended up to 60 days in a year by an ordinary resolution at a general meeting of our shareholders.



Changes in Share Capital



Our shareholders may from time to time by ordinary resolution increase our
capital by such sum to be divided into shares of such amounts as the resolution will prescribe.



Subject to the Companies Ordinance, our shareholders may, by resolution, increase the capital, direct that the new shares or any of them will be offered
in the first instance to all the holders for the time being of shares of any class or classes in proportion to their shareholdings or may make any other provisions as to the issue of the new shares. The new shares will be subject to all the
provisions of our memorandum and articles of association with reference to lien, the payment of calls, forfeiture, transfer, transmission and otherwise.



Our shareholders may from time to time by ordinary resolution:



| |  |  | consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;
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| |  |  | sub-divide all or part of our shares into shares of smaller amount than is fixed by our articles of association;
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| |  |  | cancel any shares that at the date of the passing of the resolution have not been taken or agreed to be taken by any person and diminish the amount of its authorized share capital
by the amount of the shares so cancelled; and
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| |  |  | subject to any condition prescribed by law, reduce our issued share capital or any capital redemption reserve fund or any share premium account or other undistributable reserve in
any manner.
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Where any difficulty arises in
regard to any such consolidation and division, our board of directors may issue fractional certificates or arrange for the sale of the fractional shares and distribution of the net proceeds equally among the shareholders. For this purpose, our board
of directors may authorize the transfer of fractional shares to or in accordance with the directions of the purchaser.



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Pre-emptive Rights



The Companies Ordinance provides that our directors may not, without prior shareholder approval, allot shares to existing
shareholders other than in proportion to their respective shareholding. Each year we obtain a general mandate from shareholders authorizing our directors to allot and issue and otherwise dispose of ordinary shares up to the level permitted by the
listing rules of the Hong Kong Stock Exchange without requiring such specific approval.



Purchase of Own Shares



Subject to the
provisions of the Companies Ordinance and other applicable laws or regulations and to any special rights conferred on the holder of any class of our shares, we may purchase our shares of any class. On purchase, such shares will be cancelled. Under
the listing rules of the Hong Kong Stock Exchange, restrictions are imposed on companies listed in Hong Kong, which accordingly apply to us, on the purchase by such a company of its own shares, including (i) a requirement for prior approval, either
by way of a general mandate or by specific approval in relation to a particular transaction, by the shareholders in general meeting, (ii) limitations on purchases in the market over a particular period, and (iii) reporting requirements.



Miscellaneous



Share certificates registered in the names of two or more persons are deliverable to any one of them named in our share
register, and if two or more such persons tender a vote, the vote of the person whose name first appears in the share register will be accepted to the exclusion of any other. In the case of joint holders, dividends that are declared will be paid to
whichever of such persons is named first in the share register, and notices will be given to any one of them named in the share register.



Certain Rights of Our Shareholders



In the event that a duty owed by our directors may have been breached, shareholders holding in excess of 10% of our share capital may request our
directors to convene a general meeting. At such general meeting, shareholders present may pass an ordinary resolution to remove a director or directors and to elect replacement directors. Our shareholders may petition the courts for an appropriate
order of the courts on the grounds of conduct by the directors that is oppressive or prejudicial to some part of the shareholders, including the shareholder bringing the action. Hong Kong law allows a derivative action to be brought by our
shareholders where it is alleged that our directors have committed a fraudulent action on our minority shareholders.



Certain Powers of Our Directors



Our Articles of Association give our board of directors the power to borrow and raise funds, including issuing securities. Our board of directors may also
mortgage or charge all or any part of the Companys undertaking, property and assets and uncalled capital.



Our Articles of Association limit a directors power to vote on transactions in which he or she is materially interested. Subject to exceptions
described below, a director of the Company shall not vote on any contract, arrangement or proposal in which the director knows he/she or any of his or her associates is materially interested. For this purpose, material interest is presumed if a
company, in which the director and his or her associates in aggregate own five percent or more of its shares or voting rights, is materially interested in the transaction. A director of the Company may, however, vote on the following matters:



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| |  |  | any contract, arrangement or proposal to give security or indemnity to the director or his or her associates for money lent or obligations undertaken by such director or his or her
associates at the request of or for the benefit of the Company or its subsidiaries;
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| |  |  | any contract, arrangement or proposal to give security or indemnity to the director or his or her associates for debts of the Company or its subsidiaries for which such director or
his or her associates assumed responsibility by giving security or indemnity;
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| |  |  | any contract, arrangement or proposal concerning offering of securities by the Company (or any company which the Company may promote or be interested in purchasing) for which the
director or his or her associates participate in the underwriting;
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| |  |  | any contract, arrangement or proposal in which the director or his or her associates are interested only by virtue of their interest in the securities of the Company;
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| |  |  | any contract, arrangement or proposal concerning any other company in which the director or his or her associates own less than five percent of such companys shares or voting
rights;
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| |  |  | any contract, arrangement or proposal concerning employee benefits that do not provide privileges to directors of the Company or their associates, including employee share schemes
and retirement, death or disability benefits schemes.
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Indemnification



Our directors and
officers are indemnified by i-CABLE against all liabilities incurred by such directors and officers in defending any proceedings, whether civil or criminal, in which judgment is given in their favor, or in which they are acquitted, or in connection
with any application under the Companies Ordinance in which relief from liability is granted to them by the court.



Inspection of Books and Records



Except when the register of members is closed, the register and the index of names of our shareholders are open to any shareholder for inspection without
charge during business hours. However, no shareholder, other than our officers, has any right to inspect any of our accounting records except as conferred by law or authorized by our directors.



Transfer Agent



We have appointed Tengis Limited as the transfer agent and registrar for our ordinary shares.



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PART III



ITEM 19. EXHIBITS



(b) List of Exhibits



|             |  |                                                                                                              
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|Exhibit 12.1 |  | Certification by the Chief Executive Officer in accordance with Section 302 of the Sarbanes-Oxley Act of 2002
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|Exhibit 12.2 |  | Certification by the Chief Financial Officer in accordance with Section 302 of the Sarbanes-Oxley Act of 2002



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SIGNATURES



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
amendment No.1 on Form 20-F/A to its annual report on its behalf.



i-CABLE Communications LimitedBy:

/s/ Samuel S. F. WongName:

Samuel S. F. WongTitle:

Chief Financial Officer




Date: April 27, 2005



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