New York Guangdong Finance, Inc. - Page 4




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          of the Chinese Province of Guangdong (Guangdong government).  GXE           
          was incorporated in 1985 under the laws of Hong Kong and was a              
          wholly owned subsidiary of GITIC from the date of its                       
          incorporation through the end of 1996.                                      
               During the years in issue, GXE shared office space with                
          GITIC in GITIC Plaza in Hong Kong.  The office suite housed                 
          approximately 40-50 employees; approximately 6 to 8 of those                
          employees worked for GXE.  GXE’s employees sat in separate rooms            
          from GITIC’s employees.  GXE’s officers included Lin Wensheng,3 a           
          director and vice president of GITIC.                                       
               On March 20, 1990,4 petitioner borrowed $2 million from GXE            
          at an interest rate calculated as 1.5 percent over the London-              
          based Interbank Borrowing Rate, adjusted semiannually.  The loan            
          agreement stated a term of 1 year, which could be extended for an           
          additional year.5  Lin Wensheng signed the loan agreement on                
          behalf of GXE, and Guo-Qing Tan signed on behalf of petitioner.             

               3The record includes documents that romanize Lin Wensheng’s            
          name several different ways, including Ling Weizeng and Lee Wang            
          Chung.  In this opinion, we adopt the romanization used in the              
          GITIC brochure that was admitted into evidence as Exhibit 8-J.              
               4The English version of the loan agreement erroneously shows           
          an agreement date of Mar. 20, 1992.                                         
               5Under the loan agreement, the maximum term of 2 years would           
          have ended on Mar. 20, 1992.  However, petitioner’s president,              
          Lawrence Wong (Mr. Wong), credibly testified that the loan had              
          not been repaid before or during the years in issue, and the                
          record generally supports Mr. Wong’s testimony.  In addition, the           
          parties do not dispute that petitioner had at least one                     
          outstanding GXE loan during the years in issue.                             






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