Attachment Attachment 1

This document pretains to ITC-T/C-20170301-00025 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2017030100025_1189974

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of ) ) ) China Unicom (Americas) Operations ) ITC File No. ITC-T/C-2017-_____ Limited ) ) ) SCL File No. SCL-T/C-2017-_____ Notification of Pro Forma Transfer of ) Control of International Section 214 ) Authorizations and a Submarine Cable ) Landing License Pursuant to Section 214 of ) the Communications Act of 1934, as ) Amended ) NOTIFICATION OF PRO FORMA TRANSFER OF CONTROL OF INTERNATIONAL SECTION 214 AUTHORIZATIONS AND CABLE LANDING LICENSE Pursuant to Section 214 of the Communications Act of 1934, as amended, (“the Act”) 1, Sections 63.24(f) and 1.767(g)(7) of the Commission’s rules,2 and the Cable Landing License Act,3 China Unicom (Americas) Operations Limited (“CUA” or “Licensee”) hereby notifies the Commission of the pro forma transfer of control of two international Section 214 authorizations4 as well as an interest in a submarine cable landing license5 for the Trans-Pacific Express (“TPE”) Cable Network to China Unicom Global Limited (“CUG” or “Transferee”). The transfer of control occurred as part of an internal restructuring that took place on January 31, 2017. As a 1 47 U.S.C. § 214 2 47 C.F.R. §§ 63.24(f), 1.767(g) 3 An Act Relating to the Landing and Operation of Submarine Cables in the United States, 47 U.S.C. §§ 34-49 and Executive Order No. 10530 (May 10, 1954). 4 The two international Section 214 authorizations bear file numbers ITC-214-20020728-00361 and ITC-214- 20020724-00427. 5 The cable landing license bears file number SCL-LIC-20070222-00002. A separate application is being filed with regard to the submarine cable landing license. 1

result of the restructuring steps, CUG, a company that is ultimately owned and controlled by the People’s Republic of China (“PRC”), became the direct owner of CUA. The restructuring did not change the ultimate ownership or control of CUA as the PRC government continues to maintain ownership and control over CUA and will continue to do so. Accordingly, the restructuring steps are pro forma in nature. Pursuant to Section 63.24(f)(3) of the Commission’s rules, CUA is filing a single notification for both of the international Section 214 authorizations. Below, CUA provides the information required by Sections 63.24(f)(2) and 63.18 (a)-(d) and (h) in respect of CUA’s international section 214 authorizations. By separate application, CUA is also notifying the Commission of the pro forma transfer of control of its interest in the TPE Cable Network pursuant to Section 1.767(g)(7). 6 Exhibit A provides the information required by Section 1.767(g)(7) of the Commission’s rules in respect of CUA’s interest in the TPE Cable Network. I. DESCRIPTION OF THE TRANSACTION (ANSWER TO QUESTION 13) Pursuant to the terms of a stock purchase agreement, CUG has acquired all of the outstanding shares of the Licensee. CUG has therefore become the new direct owner of CUA. The purpose of the transaction is to put CUG in the position of a holding company for China Unicom Network Communication Group Co. Ltd.’s (“China Unicom”) overseas operating companies, of which CUA is one. Exhibit B contains diagrams showing the pre- and post- restructuring corporate structure. 6 47 C.F.R. § 1.767(g)(7). 2

II. INFORMATION REQUIRED BY SECTIONS 63.24(f)(2) AND 63.18 (a)-(d) AND (h) OF THE COMMISSION’S RULES A. The name, address, and telephone number of the Transferee (Section 63.18(a)) China Unicom Global Limited 28/F, Tower 1, The Gateway 25 Canton Road, Tsimshatsui Kowloon, Hong Kong Telephone: (852) 2621 3868 B. The Government, State, or Territory under the laws of which the Transferee is organized (Section 63.18(b)) CUG is organized under the laws of Hong Kong. C. The name, title, post office address, and telephone number of the officer and any other contact point, such as legal counsel, to whom correspondence concerning the application is to be addressed (Section 63.18(c)) (Answer to Question 10) Correspondence concerning this notification should be sent to: Chang Liu GM, Legal and Risk Management Department, 28/F, Tower 1, The Gateway, 25 Canton Road, Tsimshatsui Kowlooon, Hong Kong Telephone: (852) 2626 8876 Email: hq-gpd-legal@chinaunicom.cn With a copy to: Robert E. Stup, Jr. SQUIRE PATTON BOGGS (US) LLP 2550 M Street NW Washington, DC 20037 Telephone: (202) 626-6721 Email: robert.stup@squirepb.com 3

D. A statement as to whether the transferee has previously received authority under Section 214 of the Act and, if so, a general description of the categories of facilities and services authorized (Section 63.18(d)) (Answer to Question 10) The Transferee, CUG, has not previously received authority under Section 214 of the Act and does not presently hold any international Section 214 authorizations. E. The name, address, citizenship and principal businesses of any person or entity that directly or indirectly owns at least ten percent of the equity of the transferee, and the percentage of equity owned by each of those entities (Section 63.18(h)) (Answer to Question 11) The following entities hold a 10 percent or greater equity interest in the Transferee, CUG in the percentages calculated and shown in the post-restructuring diagram contained in Exhibit B. No other person or entity directly or indirectly owns a 10 percent or greater equity interest in CUG. Company name Citizenship Registered address Principal Business State-owned Assets People’s No. 26, Xidajie, Government Supervision and Republic of Xuanwumen, Xicheng Authority Administration China District, Beijing, People’s Commission of the State Republic of China Council China United Network People’s 21 Financial Street, Telecommunications Communications Group Republic of Xicheng District, Beijing, Company Limited China People’s Republic of China China United Network People’s 25 Floor, 1033 Changning Telecommunications Communications Limited Republic of Road, Shanghai, People’s China Republic of China China Unicom (BVI) British Virgin Craigmuir Chambers, P.O. Investment Holding Limited Islands Box 71, Road Town, Tortola, British Virgin Islands. (registered office) China Unicom Group British Virgin Commerce House, Investment Holding Corporation (BVI) Limited Islands Wickhams Cay 1 P.O. Box 3140 Road Town Tortola 4

Company name Citizenship Registered address Principal Business VG1110 British Virgin Islands (registered office) China Unicom (Hong Kong) Hong Kong 75th Floor, The Center, 99 Investment Holding Limited Queen's Road Central, Hong Kong F. Interlocking directorates with a foreign carrier (Section 63.18(h) (Answer to Question 12) CUG has the following interlocking directors/officers: Interlocking Directorates CUG Officer Position Held with Foreign Carrier, Name of Foreign Carrier, and and/or Director Home Country in which Foreign Carrier is Authorized to Operate Ms. Meng Shusen Position Held with Foreign Carrier: Director Executive President Name of Foreign Carrier: China Unicom (Hong Kong) Operations Limited Home Country of Foreign Carrier: Hong Kong // Position Held with Foreign Carrier: Director Name of Foreign Carrier: China Unicom (Americas) Operations Limited Home Country of Foreign Carrier: United States of America // Position Held with Foreign Carrier: Director Name of Foreign Carrier: China Unicom (Europe) Operations Limited Home Country of Foreign Carrier: United Kingdom // Position Held with Foreign Carrier: Director Name of Foreign Carrier: China Unicom (Singapore) Operations Pte. Ltd Home Country of Foreign Carrier: Singapore 5

Interlocking Directorates // Position Held with Foreign Carrier: Director Name of Foreign Carrier: China Unicom (MYA) Operations Company Limited Home Country of Foreign Carrier: Myanmar // Position Held with Foreign Carrier: Director Name of Foreign Carrier: China Unicom (Australia) Operations Pty. Ltd. Home Country of Foreign Carrier: Australia // Position Held with Foreign Carrier: Director Name of Foreign Carrier: China Unicom (Japan) Operations Corporation Home Country of Foreign Carrier: Japan Ms. Zhou Lisong Position Held with Foreign Carrier: Director Executive Vice Name of Foreign Carrier: China Unicom (Americas) Operations Limited President Home Country of Foreign Carrier: United States of America Mr. Ding Qiang Position Held with Foreign Carrier: Director Executive Vice Name of Foreign Carrier: China Unicom (Hong Kong) Operations Ltd President Home Country of Foreign Carrier: Hong Kong // Position Held with Foreign Carrier: Director Name of Foreign Carrier: China Unicom (Singapore) Operations Pte. Ltd Home Country of Foreign Carrier: Singapore // Position Held with Foreign Carrier: Director Name of Foreign Carrier: China Unicom (Japan) Operations Corporation Home Country of Foreign Carrier: Japan // 6

Interlocking Directorates Position Held with Foreign Carrier: Director Name of Foreign Carrier: China Unicom (MYA) Operations Company Limited Home Country of Foreign Carrier: Myanmar Mr. Ma Yuerui Position Held with Foreign Carrier: Director Executive Vice Name of Foreign Carrier: China Unicom (Europe) Operations Ltd President Home Country of Foreign Carrier: United Kingdom Mr. Xin Meng Position Held with Foreign Carrier: Director GM, Finance Name of Foreign Carrier: China Unicom (Hong Kong) Operations Department Limited Home Country of Foreign Carrier: Hong Kong // Position Held with Foreign Carrier: Director Name of Foreign Carrier: China Unicom (Americas) Operations Limited Home Country of Foreign Carrier: United States of America G. Certification regarding pro forma status of the transaction (Section 63.24(f)(2)(ii)) Pursuant to the attached certifications in Exhibit C, CUG and CUA certify that the transaction is pro forma and that, together with all previous pro forma transactions, will not result in a change in the actual controlling party. As discussed above, control over the international Section 214 authorizations remains with the PRC government. 7

III. CERTIFICATION REGARDING SERVICE TO U.S. COORDINATOR, DEPARTMENT OF STATE, NTIA, AND DEFENSE INFORMATION SYSTEMS AGENCY As required by Section 1.767(j)7 of the Commission’s rules a copy of this notification and its attachments has been sent to the U.S. Department of State, the U.S. Department of Commerce, and the Defense Information Systems Agency. Respectfully submitted, ____________________ Robert E. Stup, Jr. SQUIRE PATTON BOGGS (US) LLP 2550 M Street NW Washington, DC 20037 Phone: (202) 626-6721 Email: robert.stup@squirepb.com Counsel to China Unicom (Americas) Operations Limited and China Unicom Global Limited Dated: March 1, 2017 7 47 C.F.R. § 1.767(j). 8

LIST OF EXHIBITS EXHIBIT A – Information Required by 47 C.F.R. § 1.767(g)(7) EXHIBIT B – Pre- and post-restructuring diagrams EXHIBIT C – Certifications

EXHIBIT A INFORMATION REQUIRED BY 47 C.F.R. § 1.767(g)(7) As to CUA’s interest in the TPE Cable Network, CUA and CUG hereby provide the 8 information required pursuant to Sections 1.767(g)(7), 63.24(f)(2), and 63.18 of the Commission’s rules: A. Description of the Transaction (47 C.F.R. § 1.767(a)(11)(i)) A description of the transaction has been provided above in Section I above. B. The name, address, and telephone number of the transferee (Section 63.18(a)) This information has been provided above in Section II(A) above. C. The Government, State, or Territory under the laws of which the transferee is organized (Section 63.18(b)) This information has been provided above in Section II(B) above. D. The name, title, post office address, and telephone number of the officer and any other contact point, such as legal counsel, to whom correspondence concerning the application is to be addressed (Section 63.18(c)) This information has been provided above in Section II(C) above. E. A statement as to whether the transferee has previously received authority under Section 214 of the Act and, if so, a general description of the categories of facilities and services authorized (Section 63.18(d)) This information has been provided above in Section II(D) above. F. The name, address, citizenship and principal businesses of any person or entity that directly or indirectly owns at least ten percent of the equity of the transferee, and the percentage of equity owned by each of those entities (Section 63.18(h)) This information has been provided above in Section II(E) above. 8 47 C.F.R. §§ 1.767(g)(7), 63.24(f)(2), 63.18.

G. Certification regarding pro forma status of the transaction (Sections 1.767(g)(7) and 63.24(f)(2)) Pursuant to the attached certifications in Exhibit C, CUG and CUA certify that the transaction is pro forma and that, together with all previous pro forma transactions, will not result in a change in the actual controlling party. CUG is ultimately owned and controlled by the PRC government and control over CUA remains with the PRC government. H. Anti-Drug Certification (Sections 1.767(a)(8)(i) and 63.18(o)) CUA and CUG certify that pursuant to Sections 1.2001 through 1.2003 of the Commission’s rules that they are not subject to a denial of federal benefits pursuant to Section 5301 of the Anti-Drug Abuse Act of 1988. I. Certification Regarding Routine Conditions (Section 47 C.F.R. § 1.767(g)) CUA and CUG certify that both accept and will abide by the routine conditions contained in Section 1.767(g)9 of the Commission’s rules. 9 47 C.F.R. § 1.767(g).

EXHIBIT B PRE- AND POST-RESTRUCTURING DIAGRAMS

Shareholding Structure of China Unicom (Americas) Operations Limited (Before Restructuring) 国务院国有资产监督管理委员会 其它股東 State-owned Assets Supervision and Administration Other Shareholders Commission of the State Council 98.45% 中國聯合網絡通信集團有限公司 其它公衆股東 其它 2 位发起人 China United Network Communications Other Public 2 Other Promoters Group Company Limited Shareholders 62.74% 37.25% 中國聯合網絡通信股份有限公司 China United Network Communications Limited (incorporated in the PRC) Shanghai Stock Exchange Stock Code 600050 100% 17.9% 82.1% 中國聯通集團(BVI)有限公司 其它公衆股東 China Unicom Group 中國聯通(BVI)有限公司 Other Public Corporation (BVI) Limited China Unicom (BVI) Limited Shareholders 33.75% 40.61% 25.64% 中國聯合網絡通信(香港)股份有限公司 China Unicom (Hong Kong) Limited (incorporated in Hong Kong) Hong Kong Stock Exchange Stock Code 0762 100% 億迅投資有限公司 Only Change Billion Express Investments Limited (incorporated in BVI) 100% 中國聯通(美洲)運營有限公司 China Unicom (Americas) Operations Limited (incorporated in California)

Shareholding Structure of China Unicom (Americas) Operations Limited (After Restructuring) 国务院国有资产监督管理委员会 其它股東 State-owned Assets Supervision and Administration Other Shareholders Commission of the State Council 98.45% 中國聯合網絡通信集團有限公司 其它公衆股東 其它 2 位发起人 China United Network Communications Other Public 2 Other Promoters Group Company Limited Shareholders 62.74% 37.25% 中國聯合網絡通信股份有限公司 China United Network Communications Limited (incorporated in the PRC) Shanghai Stock Exchange Stock Code 600050 100% 17.9% 82.1% 中國聯通集團(BVI)有限公司 其它公衆股東 中國聯通(BVI)有限公司 China Unicom Group Other Public Corporation (BVI) Limited China Unicom (BVI) Limited Shareholders 33.75% 40.61% 25.64% 中國聯合網絡通信(香港)股份有限公司 China Unicom (Hong Kong) Limited (incorporated in Hong Kong) 100% Hong Kong Stock Exchange Stock Code 0762 100% 億迅投資有限公司 中国联通国际有限公司 Only Change Billion Express Investments Limited China Unicom Global Limited (incorporated in Hong Kong) (incorporated in BVI) (Under liquidation) 100% 中國聯通(美洲)運營有限公司 China Unicom (Americas) Operations Limited (incorporated in California)

EXHIBIT C CERTIFICATIONS

Certification on behalf of CUA On behalfof China Unicom (Americas) Operations Limited ("CUA"), I hereby certify under penalty of perjury that I am authorized to make this certification on behalf of CUA and that the foregoing notification of a pro forma transfer of control of two international Section 214 authorizations and an interest in a submarine cable landing license was prepared under my direction and supervision and is true and accurate to the best of my knowledge. The transfer of control was pro forma as defined in 47 C.F.R. § 63.24, and, taken together will all previous pro forma transactions, did not result in a change in the ultimate control of any of the licenses or authorizations held by CUA. I declare under penalty of perjury that the foregoing is true and correct. Name: WQG(—e Liu Title: Caypom:ta Secretay Signature: /[/% Date: 4/,7 P 010—8428—4144/3/AMERICAS

Certification on behalf of CUG On behalf of China Unicom Global Limited ("CUG"), I hereby certify under penalty of perjury that I am authorized to make this certification on behalf of CUG and that the foregoing notification of a pro forma transfer of control of two international Section 214 authorizations and an interest in a submarine cable landing license was prepared under my direction and supervision and is true and accurate to the best of my knowledge. The transfer of control was pro forma as defined in 47 C.F.R. § 63.24, and, taken together will all previous pro forma transactions, did not result in a change in the ultimate control of any of the licenses or authorizations held by CUA. I declare under penalty of perjury that the foregoing is true and correct. Name: MENG§ sHtuSen Title: DPDiREctoGC =~ 4)T. 1 / 3 1 >2! 010—8428—4144/3/AMERICAS

CERTIFICATE OF SERVICE I, Peter M. Bean, hereby certify that the foregoing notification was served on the following by first—class mail on March 1, 2017. U.S. Coordinator Office of International Communications & Information Policy Bureau of Economic and Business Affairs U.S. Department of State 2201 C Street NW Washington, DC 20520—5818 Office of Chief Counsel/NTIA U.S. Department of Commerce 14th Street NW and Constitution Avenue NW Washington, DC 20230 Defense Information Systems Agency Attention: GC/DOI 6910 Cooper Avenue Fort Meade, MD, 20755—7088 bulus Peter M. Bean


Document Created: 2017-03-01 12:36:59
Document Modified: 2017-03-01 12:36:59
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