Attachment Attachment 1 ITC-T/C-20150223-00054

Attachment Attachment 1

This document pretains to ITC-T/C-20150223-00054 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2015022300054_1077458

ANPI, LLC; ANPI Business, LLC; Zone USA, Inc.
Notification of Pro Forma Transfer of Control
Attachment 1 (Page 1 of 5)

ANPI, LLC (“ANPI”), ANPI Business, LLC (“ANPI Business”), and Zone USA, Inc.
(“Zone USA”) hereby notify the Commission of a pro forma transfer of control from e-Kong
Group Limited (“e-Kong”), a Bermuda company that is publicly traded in Hong Kong, to an
affiliated British Virgin Islands (“BVI”) holding company, Distacom International Limited
(“Distacom” or “Transferee”), under the common control of one of e-Kong’s substantial
shareholders at the time of the transaction. The transaction was consummated on January 22,
2015.

Each of the three affiliated entities holds its own international Section 214 authorization
and will be filing separate, concurrent notifications with respect to the pro forma transaction
described herein.

ANSWER TO QUESTION 10:

In response to 47 C.F.R. § 63.18(c):

Please direct all correspondence concerning this notification to the following legal
counsel:

Cheng-yi Liu
Fletcher, Heald & Hildreth, P.L.C.
1300 N. 17th Street, Suite 1100
Arlington, VA 22209
Phone: 703-812-0478
liu@fhhlaw.com

Information for the Transferee:

Richard John Siemens
Chairman
Distacom Group
Unit C, 26/F, CNT Tower
338 Hennessy Road
Wanchai, Hong Kong
+852 2572 8288

Information for the transferor:

Mr. Lim Shyang Guey
Managing Director
e-Kong Group Limited
3705 Gloucester Tower, The Landmark
15 Queen's Road Central
Hong Kong
+852 2801 7188

ANPI, LLC; ANPI Business, LLC; Zone USA, Inc.
Notification of Pro Forma Transfer of Control
Attachment 1 (Page 2 of 5)

In response to 47 C.F.R. § 63.18(d):

The following table describes the international Section 24 authorizations held by each
applicant entity.1 As described in the table, the Commission’s IBFS database contains errors as
to the entity holding certain authorizations.

Correct Licensee / Incorrectly listed in File Type of Authority
FRN IBFS as: Number
Zone USA, Inc. ANPI Business, LLC ITC-214-19970311-00142 63.18(e)(2) (resale)
0012808887 0012808887
ANPI Business, LLC Zone Telecom, LLC ITC-214-20000717-00403 63.18(e)(1) (facilities-based) &
0020320347 0020320347 63.18(e)(2) (resale)
ANPI, LLC N/A ITC-214-19960209-00017 63.18(e)(2) (resale)
0020321576

Pursuant to the transaction consummated under File No. ITC-ASG-20101013-00399,2
Zone USA should have retained the international Section 214 authorization under File No. ITC-
214-19970311-00142.3 Pursuant to the same transaction, the international Section 214
authorization under File No. ITC-214-20000717-00403 was assigned to Zone Telecom, LLC
which subsequently changed its name to ANPI Business, LLC. It appears that the name change
was applied to the incorrect FRN and international Section 214 file number, resulting in the
current discrepancies in the IBFS database (and CORES). The parties request that the CORES
and IBFS discrepancies be corrected as part of this notification.

ANSWER TO QUESTION 11:

The following person holds, directly, at least ten (10) percent of the equity in Distacom,
the Transferee:

Name / Address % Shares Citizenship Principal Business
Richard John Siemens 100% Canada Telecommunications
Unit C, 26/F, CNT Tower
338 Hennessy Road
Wanchai, Hong Kong

1
Distacom has not previously received authority under Section 214 of the Act. e-Kong
has not directly received authority under Section 214 of the Act, but has indirectly held such
authority by virtue of its prior ownership in the applicant entities.
2
See International Authorizations Granted, Public Notice, Report No. TEL-01486, DA No.
11-471 (rel. Mar. 10, 2011).
3
Zone USA currently does not provide any services under this authorization.

ANPI, LLC; ANPI Business, LLC; Zone USA, Inc.
Notification of Pro Forma Transfer of Control
Attachment 1 (Page 3 of 5)

ANSWER TO QUESTION 12:

The Transferee has no interlocking directorates with foreign carriers.

ANSWER TO QUESTION 13:

Pursuant to a Disposal Agreement consummated on January 22, 2015, all shares in e-
Kong’s wholly-owned indirect subsidiary, Zone Global Limited (“Zone Global”), a BVI
company,4 were transferred to Distacom. Distacom is a BVI investment holding company that is
wholly-owned by Mr. Richard Siemens. Mr. Siemens was also an executive Director, Chairman
of the Board and a substantial shareholder of e-Kong.5 In these capacities, Mr. Siemens
exercised de facto control over Zone Global and Zone USA prior to the transaction. Pursuant to
this pro forma transfer of control,6 Mr. Siemens now also assumes de jure equity ownership of
Zone Global and Zone USA.

Zone USA and ANPI Holding, Inc. (“ANPI Holding”), an Illinois corporation, each hold
50% interest in ANZ Communications LLC (“ANZ”), a Delaware limited liability company.7
Both ANPI and ANPI Business are 100% direct subsidiaries of ANZ. ANZ is operated as a joint
venture between Zone USA and ANPI Holding, with each having equal voting rights.8 Thus,
while the January 22, 2015 transaction increased Mr. Siemens’s attributable equity interest in
ANZ (and thereby ANPI and ANPI Business), no actual change of control has occurred at the
ANZ, ANPI or ANPI Business level. The ANZ board and management team remains the same
as it was pre-transaction and continues to manage the affairs of ANPI and ANPI Business (the
operating entities holding international Section 214 authorizations) without change.

4
Zone Global is the immediate 100% holding company of Zone USA. Both Zone Global
and Zone USA do not conduct any business operations other than investment holding.
5
Prior to and at the time of the transaction, Mr. Siemens owned approximately a 24.6%
shareholding interest in e-Kong, a publicly traded company. Until recently, Mr. Siemens was the
company’s single largest shareholder. Post-transaction, Mr. Siemens disposed of substantially
all of his shares in e-Kong and resigned as an executive Director and Chairman of the Board.
6
See 47 C.F.R. § 63.24(d) (stating that transfers of control “that do not result in a change
in the actual controlling party are considered non-substantial or pro forma.”). See also, 47
C.F.R. § 63.24(d), Note 2 (describing presumptively pro forma transactions to include those
involving “assignment from a corporation to a corporation owned or controlled by the assignor
stockholders without substantial change in their interests”).
7
See File No. ITC-ASG-20101013-00399 for a description of the various transactions
which resulted in the creation of ANZ.
8
Zone USA and ANPI Holding each have the ability to appoint three of the six board
members who manage the affairs of ANZ. Mr. Siemens is currently also a board member for
ANZ.

Document Created: 2015-02-23 13:52:11
Document Modified: 2015-02-23 13:52:11

© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC