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foreign enterprises. It was not a shell corporation that
functioned solely as GITIC’s agent. GXE hired employees,
maintained office space, and operated in a different market than
its parent company. The GXE loan fits squarely within GXE’s
scope of business. In addition, the GXE loan agreement reflects
that GXE, not GITIC, was the lending party, and the loan
agreement does not contain any reference to GITIC. The loan
agreement was signed by a director of GXE and does not contain
any indication that GXE entered into the loan agreement as an
agent of GITIC.
Petitioner argues that GITIC was bound by the GXE loan
agreement because GITIC guaranteed GXE’s debt. Petitioner bases
its argument on language in an offering circular dated
November 16, 1993, which states that GITIC provided a $15 million
working capital guaranty to GXE. The record, however, is devoid
of any credible evidence that GITIC guaranteed GXE’s loan to
petitioner. The loan agreement between petitioner and GXE is
silent regarding any guaranty made by GITIC, and the September 8,
1998, letter states that the GXE loan was not guaranteed.
Petitioner argues that GITIC controlled the destination of
the GXE loan interest payments and that the interest received by
GXE was attributable to the services of GITIC’s employees by
means of shared officers, directors, and office space. These
arguments are unavailing. There is no credible evidence in the
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