Don A. Chan and Cecilia Chan - Page 5

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            daughter from the Wan Yang Chen family, also owned 18 percent of                             
            Shin and worked as Henry's assistant.  Otherwise, the Wan Yang                               
            Chen family had not been involved in the operations of Shin.                                 
                  Henry retired as Shin's general manager in 1982 and was                                
            replaced by Stanley.  Also, at the time of Henry's retirement,                               
            Lily gave petitioner husband a 30-percent share of Shin.  Until                              
            mid-1986, petitioner husband and his immediate family owned 75                               
            percent of Shin.  Henry intended for Shin to be a family                                     
            business; Henry passed away on March 21, 1987.  Petitioner                                   
            husband is the only one of Henry's children involved in operating                            
            Shin.  Petitioner husband has served on Shin's board of directors                            
            since 1982 and has been its chairman since 1986.  In 1986, the                               
            only board members were petitioner husband, Lily, and Stanley.                               
                  During the years in issue, petitioner husband and his                                  
            immediate family (his mother Lily and his two full sisters) owned                            
            slightly over 50 percent of Shin, and petitioner husband was                                 
            Shin's largest shareholder with 30 percent.  In the late 1980's,                             
            Lily gave 3 percent of Shin to Priscilla Tay (Priscilla),                                    
            petitioner wife's sister.  Both Lily and Priscilla had lived with                            
            individual petitioners for a number of years during the 1980's                               
            and had developed a close relationship.  Priscilla also worked                               
            for Eastimpex from 1986 to 1988.  During the years in issue, Lily                            
            owned less than 3 percent of Shin.                                                           
                  Despite petitioner husband's 30-percent ownership, Shin has                            
            not paid him a dividend since he became a shareholder.  However,                             




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