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                                                                      EXHIBIT 11



                           CITY TELECOM (H.K.) LIMITED
                       CODE OF BUSINESS CONDUCT AND ETHICS

INTRODUCTION

     This Code of Business Conduct and Ethics describes the basic principles of
conduct that we share as officers and employees of City Telecom (H.K.) Limited
and its subsidiaries in Hong Kong (the "Group"). This Code also applies to our
directors. Violation of this Code may result in disciplinary action, varying
from reprimand to dismissal. All department heads shall also in their daily
supervision ensure that their subordinates understand well and comply with the
standards and requirements stated in this Code.

     This Code is intended to provide a broad overview of basic ethical
principles that guide our conduct. In some circumstances, we maintain more
specific policies and implementation guidelines on the topics referred to in
this Code, which may be amended or supplemented from time to time. Should you
have any questions regarding these policies, please contact the Head of Human
Resources Department.


COMPLIANCE WITH LAWS, RULES AND REGULATIONS

     We strive to comply with all laws, rules, and regulations of the places
where we do business. If you encounter any situation where you are unsure of how
to act in a manner that meets this standard, or if a law, rule, or regulation is
unclear, or conflicts with a provision of this Code, you should seek advice from
your department head or the Head of Human Resources Department. As a member of
this Group, you must always seek to act in accordance with the ethical standards
described in this Code.


CONFLICTS OF INTEREST

     We conduct our business affairs in the best interest of our Group and
should therefore avoid situations where our private interests interfere in any
way with our Group's interests. We need to be especially sensitive to situations
that have even the appearance of impropriety and promptly report them to your
department head, or if appropriate, the Head of Human Resources Department. If
you believe that a transaction, relationship or other circumstance creates or
may create a conflict of interest, you should promptly report this concern. It
is our policy that circumstances that pose a conflict of interest for our
employees are prohibited unless a waiver is obtained from an appropriate
department head. Consistent with the rules of the Nasdaq Stock Market, and as
further described below, any waiver of this conflict of interest policy for a
director or executive officer may only be made by our Board of Directors, and
any such waiver must be appropriately disclosed in a report filed with the U.S.
Securities and Exchange Commission (the "SEC") or other authorities as required
under all applicable laws and regulations.


RECORD-KEEPING

     We require honest and accurate recording and reporting of information in
order to make responsible business decisions. We document and record our
business expenses accurately. Questionable expenses should be discussed with the
appropriate personnel in our accounting department.

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     All of our books, records, accounts, and financial statements are
maintained in reasonable detail, appropriately reflect our transactions, and
conform both to applicable legal requirements and to our system of internal
controls.

     We avoid exaggeration, derogatory remarks, guesswork, or inappropriate
characterizations of people and companies in our business records and
communications. We maintain our records according to our record retention
policies. If you are uncertain as to whether a record should be maintained, or
discarded or deleted, please consult your department head or the Head of Human
Resources Department in advance of taking any actions.


PUBLIC REPORTING

     We are a public Group and as a result file reports and other documents with
the SEC and the stock exchanges on which our securities trade. We issue press
releases and make other public statements that include financial and other
information about our business, financial condition and results of operations.
We endeavor to make full, fair, accurate, timely and understandable disclosure
in reports and documents we file with, or submit to, the SEC and in our press
releases and public communications.

     We require cooperation and open communication with our internal and outside
auditors. It is illegal to take any action to fraudulently influence, coerce,
manipulate, or mislead any internal or external auditor engaged in the
performance of an audit of our financial statements.

     The laws and regulations applicable to filings made with the SEC, including
those applicable to accounting matters, are complex. While the ultimate
responsibility for the information included in these reports rests with senior
management, numerous other employees participate in the preparation of these
reports or provide information included in these reports. We maintain disclosure
controls and procedures to ensure that the types of information that is required
to be included in the reports that we file or submit to the SEC is collected and
communicated to senior management in order to permit timely disclosure of the
required information.

     If you are requested to provide, review or certify information in
connection with our disclosure controls and procedures, you must provide the
requested information or otherwise respond in a full, accurate and timely
manner. Moreover, even in the absence of a specific request, you should report
any information that you believe might need to be considered for disclosure in
our reports to the SEC or otherwise made public.

     If you have questions or are uncertain as to how our disclosure controls
and procedures may apply in a specific circumstance, promptly contact your
department head or the Head of Human Resources Department. We want and encourage
you to ask questions and seek advice. Additional information regarding how to
report your questions or concerns (including on a confidential, anonymous basis)
is included below in this Code under the heading "Reporting Illegal or Unethical
Behavior."


INSIDER TRADING

     We do not trade in Group stock on the basis of material, non-public
information concerning the Group, nor do we "tip" others who may trade in Group
securities.

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CORPORATE OPPORTUNITIES

     We do not personally take opportunities that are discovered as part of our
employment or through the use of Group property, information or position without
the prior consent of our Board of Directors. Our directors, officers, and
employees are also prohibited from competing with the Group.


COMPETITION AND FAIR DEALING

     We strive to outperform our competition fairly and honestly by developing
leading products based on design and performance. We do not engage in unethical
or illegal business practices such as stealing proprietary information,
possessing trade secret information that was obtained without the owner's
consent, or inducing disclosure of this type of information by past or present
employees of other companies.


BUSINESS ENTERTAINMENT AND GIFTS

     We recognize that business entertainment and gifts are meant to create good
will and sound working relationships, not to gain unfair advantage with
customers or suppliers. Neither we nor our family members offer, give, or accept
any gift or entertainment unless it: (a) is not a cash gift (other than nominal
amount of money customarily given during festive or special occasion in
accordance with local practices, laws and regulations), (b) is consistent with
customary business practices, (c) is not excessive in value, (d) cannot be
construed as a bribe or payoff, and (e) does not violate any laws or
regulations. Any questionable gift or invitation should be discussed with your
department head, or, if appropriate, the Head of Human Resources Department.


DISCRIMINATION AND HARASSMENT

     The diversity of our employees is a tremendous asset. We provide equal
opportunity in all aspects of employment and will not tolerate discrimination or
harassment of any kind. Derogatory comments based on racial or ethnic
characteristics, unwelcome sexual advances and similar behavior are prohibited.


HEALTH AND SAFETY

     We strive to provide a safe and healthful work environment by following
safety and health rules and practices and promptly reporting accidents, injuries
and unsafe equipment, practices, or conditions to your department head or the
Head of Human Resources Department.

     We do not permit violence or threatening behavior in our workplaces. We
report to work in condition to perform our duties at our best and free from the
influence of illegal drugs or alcohol. We do not tolerate the use of illegal
drugs in the workplace.


CONFIDENTIALITY

     We protect confidential information. Confidential information includes
proprietary information such as our trade secrets, patents, trademarks,
copyrights, business, marketing plans, sales forecasts, engineering and
manufacturing ideas, designs, databases, records, salary information, and
unpublished financial data and reports, as well as any non-public information
that might be of use to competitors or harmful to us or our customers if
disclosed.

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It also includes information that suppliers and customers have entrusted to us
on a confidential basis. Our personal obligation not to disclose confidential
information continues even after employment ends.


PROTECTION AND PROPER USE OF GROUP ASSETS

     Carelessness and waste of Group assets have a direct impact on our
profitability and should be avoided. Theft of any kind is absolutely prohibited
and will be acted upon by our senior management if discovered. Any suspected
incident of fraud or theft should be immediately reported to your department
head or, if appropriate, the Head of Human Resources Department for
investigation. We carefully safeguard our confidential information. Unauthorized
use or distribution of confidential information is prohibited and could also be
illegal, resulting in civil or even criminal penalties.


PAYMENTS TO GOVERNMENT PERSONNEL

     In compliance with the United States Foreign Corrupt Practices Act we do
not give anything of value, directly or indirectly, to government officials or
political candidates in order to obtain or retain business. We do not promise,
offer, or deliver to any foreign or domestic government employee or official any
gift, favor, or other gratuity that would be illegal. Our Head of Human
Resources Department can provide guidance in this area. The laws or customs of
other regions or countries in which we operate may be less clear. It is our
policy to comply with those laws or customs; however, if a local law or custom
seems to contradict the principles described in this Code, contact your
department head or the Head of Human Resources Department for guidance.


WAIVERS

     Consistent with the Nasdaq rules, only our Board of Directors may waive a
provision of this Code for our executive officers or directors, and any waiver
must be appropriately disclosed in a report filed with the SEC or other
authorities as required under all applicable laws regulations. Waivers of this
Code for any other employee may be made only by an appropriate Group officer or
business unit head, and then only under special circumstances.


REPORTING ILLEGAL OR UNETHICAL BEHAVIOR

     In order to encourage reports of illegal or unethical behavior (including
violations of this Code), we keep all reports confidential. We do not allow
retaliation for good faith reports of possible misconduct by others. It is also
our duty to fully cooperate in internal investigations of alleged misconduct.

     We must all work to ensure prompt and consistent action against unethical
or illegal behavior. Oftentimes a violation of this Code will be easy to
recognize and should be promptly reported to your department head or, if
appropriate, the Head of Human Resources. However, in some situations it is
difficult to know right from wrong. Since none of us can anticipate every
situation that will arise, it is important that we have a way to approach a new
or sensitive question or concern. Here are some questions that can be asked:

1.   WHAT SPECIFICALLY AM I BEING ASKED TO DO? DOES IT SEEM UNETHICAL OR
     IMPROPER? This will focus the inquiry on the specific action in question,
     and the available

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     alternatives. Use judgment and common sense. If something seems unethical
     or improper, it probably is.

2.   WHAT IS MY RESPONSIBILITY? In most situations, there is shared
     responsibility. Should colleagues be informed? It may help to get others
     involved and discuss the issue.

3.   HAVE I DISCUSSED THE ISSUE WITH MY DEPARTMENT HEAD? This is the basic
     guidance for all situations. In many cases, a department head will be more
     knowledgeable about the question and will appreciate being brought into the
     decision-making process. Remember that it is the department head's
     responsibility to help solve problems.

4.   SHOULD I SEEK HELP FROM GROUP MANAGEMENT? In the case which it may not be
     appropriate to discuss an issue with your department head, or where you
     would not be comfortable approaching your department head with your
     question, or if for some reason you do not believe that your concerns have
     been appropriately addressed, you should seek advice from our Head of Human
     Resources Department. Alternatively, we have established procedures to
     permit confidential, anonymous submissions of concerns regarding alleged
     violations of this Code, including concerns with respect to questionable
     accounting or auditing matters. These procedures for submitting reports
     confidentially and anonymously are set out on our website and available
     from the Human Resources Department.


CONCLUSION

     The Group's good name and reputation depend, to a very large extent, upon
you taking personal responsibility for maintaining and adhering to the policies
and guidelines set forth in this Code. Your business conduct on behalf of the
Group must be guided by the policies and guidelines set forth in this Code.

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AVAILABILITY OF THIS CODE

     This Code will be included in the Group's annual report on Form 20-F and
will be made available upon request sent to the Group's Secretary.



August 2004