Notice of Termination of a Foreign Private Issuer's Registration of a Class of Securities Under Section 12(g) (15f-12g)
December 29 2016 - 7:18AM
Edgar (US Regulatory)
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OMB APPROVAL
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OMB Number:
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3235-0621
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Expires:
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December 31, 2016
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Estimated average burden
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hours per response
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30.00
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15F
CERTIFICATION OF A FOREIGN PRIVATE ISSUERS TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES
EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File Number 000-30354
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Hong Kong Television Network Limited
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(Exact name of registrant as specified in its charter)
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13th Floor, Trans Asia Centre, No.18 Kin Hong Street, Kwai Chung, New Territories, Hong Kong
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(Address, including zip code, and telephone number, including area code, of registrants principal
executive offices)
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American Depository Shares, each representing 20 Ordinary Shares
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(Title of each class of securities covered by this Form)
Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities
Exchange Act of 1934:
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Rule 12h-6(a)
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☒
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Rule 12h-6(d)
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☐
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(for equity securities)
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(for successor registrants)
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Rule 12h-6(c)
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☐
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Rule 12h-6(i)
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☐
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(for debt securities)
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(for prior Form 15 filers)
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PART I
Item 1.
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Exchange Act Reporting History
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A.
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Hong Kong Television Network Limited (the Company) first incurred the duty to file reports under section 13(a) or 15(d) of the United States Securities Exchange Act of 1934, as amended (the Exchange
Act), in November 1999.
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B.
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The Company has filed or submitted all reports required under Exchange Act section 13(a) or section 15(d) and corresponding Securities and Exchange Commission rules for the 12 months preceding the filing of this Form
15F, including its annual report for the fiscal year ended December 31, 2015.
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Item 2.
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Recent United States Market Activity
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The Companys securities were last sold in
the United States in a registered offering under the Securities Act of 1933, as amended (the Securities Act) in April 2010.
Item 3.
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Foreign Listing and Primary Trading Market
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A.
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The Companys ordinary shares are listed on The Stock Exchange of Hong Kong Limited (the SEHK), which constitutes the primary trading market for the Companys ordinary shares.
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B.
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The Companys ordinary shares were initially listed on the SEHK on August 4, 1997. The Company has maintained the listing of its ordinary shares on the SEHK for at least the 12 months preceding the filing of
this Form 15F.
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C.
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For the
12-month
period beginning on December 22, 2015 and ending on December 21, 2016 (the Recent
12-month
Period),
both dates inclusive, the average daily trading volume (the ADTV) of the Companys ordinary shares in Hong Kong represented approximately 4.64% of the ADTV on a worldwide basis.
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Item 4.
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Comparative Trading Volume Data
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A.
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The first and last days of the Recent
12-month
Period used to meet the requirements of Rule
12h-6(a)(4)(i)
are December 22, 2015 and
December 21, 2016, respectively.
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B.
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For the Recent
12-month
Period, the ADTV of the Companys American Depository Shares (ADSs) (in terms of the underlying number of ordinary shares) in the United
States was 74,140 shares and the ADTV of the Companys ordinary shares on a worldwide basis was 1,596,926 shares.
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C.
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For the Recent
12-month
Period, the ADTV of the Companys ADSs in the United States (in terms of the underlying number of ordinary shares) as a percentage of the ADTV of the
Companys ordinary shares on a worldwide basis was 4.64%.
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D.
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The Company delisted its ADSs from the NASDAQ Global Market effective December 19, 2015. As of that date, the ADTV of the Companys ADSs (in terms of the underlying ordinary shares) in the United States as a
percentage of the ADTV of the Companys ordinary shares on a worldwide basis for the preceding
12-month
period was 8.78%.
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E.
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The Company has not terminated a sponsored American depositary receipt facility regarding the securities covered by this Form 15F.
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F.
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The source of trading volume information used for determining whether the Company meets the requirements of Rule
12h-6
is Bloomberg L.P.
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Item 5.
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Alternative Record Holder Information
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Not applicable.
Not applicable.
Item 7.
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Notice Requirement
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A.
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The Company disclosed its intent to terminate its duty to file reports under section 13(a) and 15(d) of the Exchange Act in a press release dated December 29, 2016.
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B.
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The press release described above was disseminated by the major newswire service the Company typically uses to publish press release and also published by various news services in the United States. In addition, the
press release was posted on the Companys website and was submitted to the Securities and Exchange Commission on Form
6-K
via EDGAR on December 29, 2016.
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Item 8.
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Prior Form 15 Filers
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Not applicable.
PART II
Item 9.
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Rule
12g3-2(b)
Exemption
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The Company will
publish the information required under Rule
12g3-2(b)(1)(iii)
on its website : www.hktv.com.hk.
PART III
Not applicable.
The undersigned issuer hereby undertakes to withdraw this Form 15F if, at
any time before the effectiveness of its termination of reporting under Rule
12h-6,
it has actual knowledge of information that causes it reasonably to believe that, at the time of filing the Form 15F:
(1) The average daily trading volume of its subject class of securities in the United States exceeded 5 percent of the average daily
trading volume of that class of securities on a worldwide basis for the same recent
12-month
period that the issuer used for purposes of Rule
12h-6(a)(4)(i);
or
(2) It otherwise did not qualify for termination of its Exchange Act reporting obligations under Rule
12h-6.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, Hong Kong Television Network Limited has duly authorized the undersigned
person to sign on its behalf this certification on Form 15F. In so doing, Hong Kong Television Network Limited certifies that, as represented on this Form, it has complied with all of the conditions set forth in Rule
12h-6
for terminating its registration under section 12(g) of the Exchange Act, or its duty to file reports under section 13(a) or section 15(d) of the Exchange Act, or both.
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HONG KONG TELEVISION NETWORK LIMITED
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By:
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/s/ Wong Nga Lai, Alice
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Name:
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Wong Nga Lai, Alice
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Title:
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Executive Director, Chief Financial Officer and Company Secretary
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Dated: December 29, 2016
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