Attachment Pro Forma Notice

This document pretains to ITC-T/C-20120126-00030 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2012012600030_936847

SQUIRE SANDERS (US) LLP 1200 19TH STREET, NW SUITE 300 WASHINGTON, DC 20036 O +1 202 626 6600 F +1 202 626 6780 SQUIRESANDERS.COM Bruce A. Olcott +1 202 626 6615 bruce.olcott@squiresanders.com January 26, 2012 VIA ELECTRONIC FILING Marlene Dortch Secretary Federal Communications Commission 445 12 Street, SW Washington, DC 20554 Re: Pro Forma Transfer of Control of International Section 214 Authorizations File No. ITC-214-20090424-00199 ComNet (USA) LLC Dear Ms. Dortch: ComNet (USA) LLC (“ComNet”), pursuant to section 63.24 of the Commission’s Rules, 47 C.F.R. § 63.24, hereby notifies the Commission of the pro forma restructuring of CITIC Group, the ultimate parent company of ComNet, effective as of December 27, 2012. As part of a broader corporate reorganization to facilitate financial, business, and administrative objectives, CITIC Group Corporation (formerly known as CITIC Group1) has taken the several restructuring actions detailed below. The CITIC Group Restructuring CITIC Group, the ultimate controlling shareholder of 214 grantee ComNet, has completed a restructuring involving the following: 1 CITIC Group’s name change accompanied a change in corporate form, as explained below in item (2). 36 OFFICES IN 17 COUNTRIES SQUIRE SANDERS (US) LLP IS PART OF THE INTERNATIONAL LEGAL PRACTICE SQUIRE SANDERS WHICH OPERATES WORLDWIDE THROUGH A NUMBER OF SEPARATE LEGAL ENTITIES. PLEASE VISIT SQUIRESANDERS.COM FOR MORE INFORMATION.

January 26, 2012 Page 2 (1) The transformation of CITIC Group from a state-owned enterprise into CITIC Group Corporation, a state-owned limited liability company, which involved a change of the company’s industrial and commercial registration; (2) The establishment, along with CITIC Group Corporation’s wholly owned subsidiary Beijing CITIC Enterprise Management Co., Ltd., of a new joint stock company, CITIC Limited, to hold a substantial portion of the existing business and assets of CITIC Group, including CITIC Group’s existing indirect 60.59% interest in CITIC Telecom International Holdings Limited (formerly CITIC 1616 Holdings Limited), which indirectly holds 100% interest in ComNet; and (3) The addition of CITIC Investment (HK) Limited as a wholly owned subsidiary of CITIC Limited as an indirect holder of an approximately 37% interest in CITIC Pacific Limited, an indirect holder of the group’s 60.59% interest in CITIC Telecom International Holdings Limited. Pursuant to 63.24(f), the attached Exhibit A provides responses to 63.18(b), (d), and (h) in connection with the restructuring described above. The current ownership structure resulting from the restructuring is illustrated in the chart attached as Exhibit B.2 ComNet certifies that this assignment is pro forma as defined in paragraph (a)(5) of section 63.24 of the Commission’s Rules and, together with all previous pro forma transactions, does not result in a change of the carrier’s ultimate control. Answer to question 10: ComNet, originally authorized as CM Tel (USA) LLC before a name change,3 is authorized under Section 214 to provide facilities-based and resale service between the United States and all permissible foreign points except China and Hong Kong.4 The principal business address, telephone number, and point of contact for ComNet is as follows: ComNet (USA) LLC 700 S. Flower Street Suite 750 Los Angeles, CA 90017 Attn: Bruce A. Olcott (202) 626-6615 – Telephone (202) 626-6780 – Facsimile Bruce.Olcott@squiresanders.com 2 The chart attached as Exhibit B is an updated and simplified version of the diagram provided with the original applications. Exhibit B shows only those entities in the direct line of control between CITIC Group and grantee ComNet. It omits non-CITIC affiliated organizations that do not possess controlling interests. 3 File No. ITC-214-20090424-00199, See Public Notice DA No. 10-499. 4 File No. ITC-214-20090424-00199 36 OFFICES IN 17 COUNTRIES SQUIRE SANDERS (US) LLP IS PART OF THE INTERNATIONAL LEGAL PRACTICE SQUIRE SANDERS WHICH OPERATES WORLDWIDE THROUGH A NUMBER OF SEPARATE LEGAL ENTITIES. PLEASE VISIT SQUIRESANDERS.COM FOR MORE INFORMATION. 2

January 26, 2012 Page 3 Correspondence or communications regarding this notice should be directed to: Bruce Olcott Squire, Sanders (US) LLP 1200 19th Street, NW Suite 300 Washington, DC 20044 (202) 626-6615 – Telephone (202) 626-6780 – Facsimile Bruce.Olcott@squiresanders.com – Email Upon request ComNet is prepared to answer any questions, or present additional information about the reorganization. If you have any questions or require additional information, please call me at (202) 626-6615. Best regards, Bruce A. Olcott 36 OFFICES IN 17 COUNTRIES SQUIRE SANDERS (US) LLP IS PART OF THE INTERNATIONAL LEGAL PRACTICE SQUIRE SANDERS WHICH OPERATES WORLDWIDE THROUGH A NUMBER OF SEPARATE LEGAL ENTITIES. PLEASE VISIT SQUIRESANDERS.COM FOR MORE INFORMATION. 3

ComNet (USA) LLC Pro Forma Transfer of Control Notice File No. ITC-214-20090424-00199 Exhibit A § 63.18 Equity Owner Information

ComNet (USA) LLC Pro Forma Transfer of Control Notice File No. ITC-214-20090424-00199 Pacific Networks Corp. Address: 700 S. Flower Street Suite 750 Los Angeles, CA 90017 Principal Business: International resold voice and data Place of Incorporation: Delaware Shareholding in Applicant: Directly owns and controls 100% of ComNet. Pacific Choice International Limited Address: c/o 8/F, CITIC Tower 1 Tim Mei Avenue, Central Hong Kong Principal Business: Investment holding company for systems integration business focused in serving telecommunications operators Place of Incorporation: British Virgin Islands Shareholding in Applicant: Directly owns and controls 100% of Pacific Networks Corp. CITIC Telecom International Holdings Limited Address: 8/F, CITIC Tower 1 Tim Mei Avenue, Central Hong Kong Principal Business: Holding company and performs sales and marketing functions primarily for affiliated companies Place of Incorporation: Hong Kong Shareholding in Applicant: Directly owns and controls 100% of Pacific Choice International Limited (resulting in 100% indirect ownership and control of Applicants) Silver Log Holdings Ltd. Address: c/o 32/F, CITIC Tower 1 Tim Mei Avenue, Central Hong Kong Principal Business: Investment holding company Place of Incorporation: British Virgin Islands Shareholding in Applicant: Directly owns approximately 17% of CITIC Telecom International Holdings Limited (resulting in 17% indirect ownership of the Applicants) Onway Assets Holdings Ltd. Address: c/o 32/F, CITIC Tower 1 Tim Mei Avenue, Central Hong Kong Principal Business: Investment holding company

ComNet (USA) LLC Pro Forma Transfer of Control Notice File No. ITC-214-20090424-00199 Place of Incorporation: British Virgin Islands Shareholding in Applicant: Directly owns and controls 100% of Silver Log Holdings Ltd. (resulting in 17% indirect ownership of the Applicants) Ease Action Investments Corp. Address: c/o 32/F, CITIC Tower 1 Tim Mei Avenue, Central Hong Kong Principal Business: Investment holding company Place of Incorporation: British Virgin Islands Shareholding in Applicant: Directly owns approximately 4.11% of CITIC Telecom International Holdings Limited (resulting in 4.11% indirect ownership of the Applicants). Ferretti Holdings Corp. Address: c/o 32/F, CITIC Tower 1 Tim Mei Avenue, Central Hong Kong Principal Business: Investment holding company Place of Incorporation: British Virgin Islands Shareholding in Applicant: Directly owns and controls 100% of Ease Action Investments Corp. (resulting in 4.11% indirect ownership of the Applicants). Richtone Enterprises Inc. Address: c/o 32/F, CITIC Tower 1 Tim Mei Avenue, Central Hong Kong Principal Business: Investment holding company Place of Incorporation: British Virgin Islands Shareholding in Applicant: Directly owns approximately 39.47% of CITIC Telecom International Holdings Limited (resulting in 39.47% indirect ownership of the Applicants.) Peganin Corp. Address: c/o 32/F, CITIC Tower 1 Tim Mei Avenue, Central Hong Kong Principal Business: Investment holding company Place of Incorporation: British Virgin Islands Shareholding in Applicant: Directly owns and controls 100% of Richtone Enterprises Inc. (resulting in 39.47% indirect ownership of the Applicants.) Douro Holdings Inc. Address: c/o 32/F, CITIC Tower

ComNet (USA) LLC Pro Forma Transfer of Control Notice File No. ITC-214-20090424-00199 1 Tim Mei Avenue, Central Hong Kong Principal Business: Investment holding company Place of Incorporation: British Virgin Islands Shareholding in Applicant: Directly owns and controls 100% of each of Onway Assets Holdings Ltd., Ferretti Holdings Corp. and Peganin Corp., and thus indirectly owns 81.69% of CITIC Telecom International Holdings Limited (resulting in 100% attributable interest in and control of Applicant pursuant to the note to Section 63.18(h)). See 47 C.F.R. § 63.18(h). CITIC Pacific Communications Limited Address: 32/F, CITIC Tower 1 Tim Mei Avenue, Central Hong Kong Principal Business: Investment holding company Place of Incorporation: Bermuda Shareholding in Applicant: Directly owns and controls 100% of Douro Holdings Inc. (resulting in 100% attributable interest in and control of Applicant pursuant to the note to Section 63.18(h)). See 47 C.F.R. § 63.18(h). Effectual Holdings Corp. Address: c/o 32/F, CITIC Tower 1 Tim Mei Avenue, Central Hong Kong Principal Business: Investment holding company Place of Incorporation: British Virgin Islands Shareholding in Applicant: Directly owns and controls 100% of CITIC Pacific Communications Limited (resulting in 100% attributable interest in and control of Applicant pursuant to the note to Section 63.18(h)). See 47 C.F.R. § 63.18(h). Crown Base International Limited Address: c/o 32/F, CITIC Tower 1 Tim Mei Avenue, Central Hong Kong Principal Business: Investment holding company Place of Incorporation: British Virgin Islands Shareholding in Applicant: Directly owns and controls 100% of Effectual Holdings Corp. (resulting in 100% attributable interest in and control of Applicant pursuant to the note to Section 63.18(h)). See 47 C.F.R. § 63.18(h). CITIC Pacific Limited Address: 32/F, CITIC Tower

ComNet (USA) LLC Pro Forma Transfer of Control Notice File No. ITC-214-20090424-00199 1 Tim Mei Avenue, Central Hong Kong Principal Business: Hong Kong-based conglomerate company, the major activities of which are carried out through six divisions: Special Steel and Iron Ore Mining, Property, Aviation, Power and Civil Infrastructure, Communications and Marketing and Distribution Place of Incorporation: Hong Kong Shareholding in Applicant: Directly owns and controls 100% of Crown Base International Limited (resulting in 100% attributable interest in and control of Applicant pursuant to the note to Section 63.18(h)). See 47 C.F.R. § 63.18(h). CITIC Hong Kong (Holdings) Limited Address: 32/F, CITIC Tower 1 Tim Mei Avenue, Central Hong Kong Principal Business: Investment holding company Place of Incorporation: Hong Kong Shareholding in Applicant: Indirectly owns and controls approximately 4% of CITIC Pacific Limited and directly owns and controls 100% of Heedon Corporation (resulting in approximately 20.4% attributable interest in the Applicant pursuant to the note to Section 63.18(h)). See 47 C.F.R. § 63.18(h). Full Chance Investments Limited Address: c/o Capital Mansion 6 Xinyuan South Road Chaoyang District, Beijing 100004 Principal Business: Investment holding company Place of Incorporation: British Virgin Islands Shareholding in Applicant: Directly owns approximately 12.342% of CITIC Pacific Limited (resulting in approximately 12.4% attributable interest in the Applicant pursuant to the note to Section 63.18(h)). See 47 C.F.R. § 63.18(h). Newease Investments Limited Address: c/o Capital Mansion 6 Xinyuan South Road Chaoyang District, Beijing 100004 Principal Business: Investment holding company Place of Incorporation: British Virgin Islands Shareholding in Applicant: Directly owns approximately 12.342% of CITIC Pacific Limited (resulting in approximately 12.342% attributable interest in the Applicant pursuant to the note to Section 63.18(h)). See 47 C.F.R.

ComNet (USA) LLC Pro Forma Transfer of Control Notice File No. ITC-214-20090424-00199 § 63.18(h). Skyprofit Holdings Limited Address: c/o Capital Mansion 6 Xinyuan South Road Chaoyang District, Beijing 100004 Principal Business: Investment holding company Place of Incorporation: British Virgin Islands Shareholding in Applicant: Directly owns approximately 12.342% of CITIC Pacific Limited (resulting in approximately12.342% attributable interest in the Applicant pursuant to the note to Section 63.18(h)). See 47 C.F.R. § 63.18(h). CITIC Hong Kong (Holdings) Limited Address: c/o Capital Mansion 6 Xinyuan South Road Chaoyang District, Beijing 100004 Principal Business: Investment holding company Place of Incorporation: British Virgin Islands Shareholding in Applicant: Indirectly owns approximately 20.482% of CITIC Pacific Limited (resulting in approximately 20.482% attributable interest in the Applicant pursuant to the note to Section 63.18(h)). See 47 C.F.R. § 63.18(h). CITIC Investment (HK) Limited Address: Capital Mansion 6 Xinyuan South Road Chaoyang District, Beijing 100004 Principal Business: Investment holding company Place of Incorporation: Hong Kong Shareholding in Applicant: Directly owns 100% of each of Full Chance Investments Limited, Newease Investments Limited and Skyprofit Holdings Limited, and thus indirectly owns approximately 37.026% of CITIC Pacific Limited (resulting in approximately 20.482% attributable interest in the Applicant pursuant to the note to Section 63.18(h)). See 47 C.F.R. § 63.18(h). CITIC Limited Address: Capital Mansion 6 Xinyuan South Road Chaoyang District, Beijing 100004 Principal Business: Investment holding company Place of Incorporation: People’s Republic of China

ComNet (USA) LLC Pro Forma Transfer of Control Notice File No. ITC-214-20090424-00199 Shareholding in Applicant: Directly owns 100% of both CITIC Investment (HK) Limited and CITIC Hong Kong (Holdings) Limited, and thus indirectly owns approximately 57.508% of CITIC Pacific Limited (resulting in 100% attributable interest in the Applicant pursuant to the note to Section 63.18(h)). See 47 C.F.R. § 63.18(h). Beijing CITIC Enterprise Management Co., Ltd.: Address: Capital Mansion 6 Xinyuan South Road Chaoyang District, Beijing 100004 Principal Business: Investment holding company Place of Incorporation: People’s Republic of China Shareholding in Applicant: Directly owns 0.01% of CITIC Limited, and thus indirectly owns approximately 57.508% of CITIC Pacific Limited (resulting in 100% attributable interest in the Applicant pursuant to the note to Section 63.18(h)). See 47 C.F.R. § 63.18(h). CITIC Group Corporation Address: Capital Mansion 6 Xinyuan South Road Chaoyang District, Beijing 100004 Principal Business: Investment holding company Place of Incorporation: People’s Republic of China Shareholding in Applicant: Directly owns 100% of Beijing CITIC Enterprise Management Co., Ltd, and directly owns 99.9% of CITIC Limited, (resulting in 100% attributable interest in the Applicant pursuant to the note to Section 63.18(h)). See 47 C.F.R. § 63.18(h). Assets Supervision and Administration Commission of the State Council of China Address: Government of China Beijing, China Place of Incorporation: China Principal Business: Government Shareholding in Applicant: Directly owns 100% of CITIC Group (resulting in 100% attributable interest in the Applicant pursuant to the note to Section 63.18(h)). See 47 C.F.R. § 63.18(h).


Document Created: 2012-01-26 19:05:02
Document Modified: 2012-01-26 19:05:02
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