**EXHIBIT 11.1**

 

Code of Ethical Standards 

Amended on 16 Jun 05 

 

**1. Company policy**

 

Being a good citizen, socially responsible organisation and public company with equity listed on The Stock Exchange of Hong Kong Limited and The NASDAQ Stock Market, i-CABLE (the “Company”) upholds highstandards of business ethics and personal conduct of all the directors, officers and employees of the Company (the “Members”). 

 

It is the responsibility of all Members to report any alleged material non-compliance with this Code to the proper level(s) within the Company. 

 

If necessary, a thorough investigation will be carried out accordingly, and all issues willbe dealt with in strict confidence and the Company does not tolerate any retaliation for good faith reports of alleged material non-compliance. 

 

Violation of this Code may result in disciplinary action, varying from reprimand to dismissal. 

 

**2. Personal conduct**

 

The professional image of i-CABLE rests on the conduct of all Members. Integrity, honesty and fairness are the essential requirements of gaining trust from both ourcustomers, fellow colleagues, investors and maintaining our good reputation. All Members shall at all times conduct themselves in an honest and ethical manner. 

 

Besides complying with the professional and technical standards expected of the position, it is the responsibility of all Members to act with courtesy at all times andnot to become involved with narcotics, behave immorally, or put themselves in debt beyond their ability to repay. Any discreditable activities will undermine the trust of others in them and the Company. 

 

**3. Compliance with laws, rules and regulations**

 

i-CABLE is committed to conducting its businesses and affairs in accordance with applicablelaws, rules and regulations. All Members shall endeavour to cause the Company to comply with all applicable laws, rules and regulations both in letter and spirit. 

 

**4. Public disclosures**

 

All Members in carrying out their duties, are responsible for the full, fair, accurate, timely and understandable disclosure in (a) the reports and documents that theCompany or any of its subsidiary files with, or submits to, the U.S. Securities and Exchange Commission and The Stock Exchange of Hong Kong Limited; and (b) the Company’s other communications with the public. 

 

**5. Confidential information**

 

All Members may come across the proprietary information of i-CABLE and certain confidentialinformation of other organizations or individuals such as our customers in the course of their work. 

 

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They shall take reasonable measures to protect the confidentiality of non-public information about the Company, itssubsidiaries and its subscribers obtained in connection with their activities and to prevent any unauthorised access or disclosure of such information unless required by applicable laws, rules and regulations, or legal or regulatory process.

 

The responsibility to protect the confidentiality of non-public informationcontinues even after the cessation of employment or appointment. 

 

**6.Prevention of bribery**

 

The Prevention of Bribery Ordinance applies toi-CABLE. 

 

***6.1 Receiving***

 

All Members are not permitted to directly, or indirectly through a third party, accept anyadvantage which includes any gift, loan, commission, employment, contract, service, etc., from any persons in connection with the business of i-CABLE. 

 

***6.2 Solicitation***

 

All Members are not permitted to directly, or indirectly through a third party, solicit for any advantage which includes any gift, loan, commission, employment, contract, service, etc, from any persons in connectionwith the business of i-CABLE. 

 

***6.3 Giving***

 

All Members are not permitted to directly, or indirectly through a third party, offer anyadvantage which includes any gift, loan, commission, employment, contract, service, etc, to any persons in connection with the business of i-CABLE. 

 

**7. Conflict of interest**

 

All Members must not engage in any activities which, if disclosed to the public, will cause a reasonable person to question or doubt their impartiality and sense of fairness in carrying out their assigned duties.

 

***7.1 Outside employment***

 

All Members should declare any other employment or business that he or she is engaged in,even though the engagement starts before joining i-CABLE, by filling in the “Declaration of Other Employment/Business Form” obtained from the HR, Administration & Audit Division. 

 

It is the obligation of all Members to ensure that there is no possible conflict of interestbetween the employment with the Company and the above-mentioned employment or business engaged outside the Company. 

 

***7.2 Use of contractors/ vendors for personal work***

 

All Members may not use any of the Company’s vendors or contractors for personal work if they are in a position to either influence their appointment or supervisetheir work. 

 

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The concerned Member must pay for the personal work at commercial rates, and report the use in writing to the managementbefore the commencement of the personal work. 

 

***7.3 Other personal andfinancial interests***

 

Other personal and financial interests may giverise to conflict of interest situations, e.g. procuring goods or services from suppliers/contractors whom a Member or his or her family members have an interest, or making recommendations or decisions in appointing or promoting his or her relatives.

 

To prevent any allegation of favoritism, it is advisable for all Members toavoid personal or financial conflict of interest situations, actual or potential, which may compromise their integrity and put the Company’s interests and reputation at stake. 

 

If such situation cannot be avoided, the most appropriate action is to report in writing to the Management. 

 

**8. Loans to and from suppliers/ colleagues**

 

All Members may not grant, guarantee or accept a loan, which may be in monetary terms ornon-monetary terms, from any of the other Members or any persons having business dealings with the Company, under circumstances where a personal interest may be involved. 

 

**9. Gambling**

 

All Members are strongly advised not to involve in frequent or excessive gambling of any kind, with persons having business dealings with the Company. 

 

When any Member is engaging in social games with the said parties, he or she should exercisejudgment and withdraw from any high stake games. 

 

**10. Employee collections**

 

Any company-wide employee collections for reasons such as charity,marriage or death, should be made known to the management. 

 

It is alsoadvisable for all Members to inform their Managers of those employee collections which is taking place. 

 

**11. Insider dealing**

 

All Members musthandle with caution the unpublished price-sensitive information in relation to the securities of i-CABLE, and exercise great care while contemplating dealings in the securities of the Company during the month preceding the results announcement asthis is regarded as a particularly sensitive period. 

 

**12. Entertainment**

 

It is advisable for all Members not to accept invitation to meals orentertainment that are lavish or excessive in nature or offered frequently, which may cause embarrassment or loss of objectivity when conducting business of the Company. 

 

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**13. Company records and accounts**

 

All Members are prohibited from falsifying documents or furnishing false accounting records which are offences under the Prevention ofBribery Ordinance. 

 

Please refer to the “Prevention of Bribery(Miscellaneous Provisions) (No. 2) Ordinance” obtained from the HR, Administration & Audit Division for further details. 

 

**14. Reporting alleged material non-compliance**

 

All Members shall promptly bring the evidence or information on any material non-compliance with this Code to the attention of his or her immediate supervisor.

 

If any Member, after reporting on any non-compliance to his or her immediatesupervisor, has reason to believe the non-compliance is not being or has not been adequately addressed by the Company, he or she shall report such matter to the CEO. 

 

If such Member has reason to believe the non-compliance involves the CEO, he or she shall bring such matter to the attention of a member ofthe Audit Committee. 

 

The CEO (or the Audit Committee where non-complianceinvolves the CEO) shall endeavour to delegate appropriate persons to evaluate, make investigation, if necessary, and resolve any material non-compliance reported to him or her. The CEO shall report any significant non-compliance that remainsunresolved at his or her level to the Audit Committee. 

 

All directors shallpromptly bring the evidence or information on any material non-compliance with this Code to the attention of the Audit Committee. 

 

The Company intends to prevent the occurrence of conduct not in compliance with this Code and to halt any such conduct that may occur as soon as reasonably possible afterits discovery. Allegations of non-compliance will be investigated whenever necessary and evaluated at the proper level(s). 

 

Those found to be in violation of this Code are subject to appropriate disciplinary action, up to and including termination of employment or appointment. Criminalmisconduct may be referred to the appropriate legal authorities for prosecution. 

 

The Company does not tolerate any retribution or retaliation taken against any Member who has, in good faith, brought the evidence or information on any alleged material non-compliance with this Code to the appropriate level(s). 

 

However, if any Member makes a knowingly false report of any alleged materialnon-compliance with this Code for the purpose of harming another Member, such Member will be subject to appropriate disciplinary action. 

 

Only the Company’s Board may waive provisions of this Code for its officers or directors, and any waiver shall be appropriately disclosed in our next annual reporton Form 20-F filed with the U.S. Securities and Exchange Commission including reasons for the waiver. Waivers of this Code for any other employee may be made only by a senior officer, and then only under special circumstances. 

 

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