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countries allow banking business to be carried on from their territory pursuant to offshore banking licenses and more. being added to the list.

IBC

The granting of branch bank licenses to offshore banks in Hong Kong is well established and, in CBC's view, clearly consistent with the Ordinance. As noted above, Citicorp began its operations in Hong Kong through a branch of International Banking Corporation ("IBC") established in 1902. IBC is an entity which for all relevant purposes is identical in structure to CBC. Each of CBC and IBC is an offshore bank which conducts no banking operations in the United States. was created by special act of the State of Connecticut; CBC was formed under the General Corporation Law of the State of Delaware. The charter of IBC grants it the power "to engage in the general banking and trust business" but expressly denies it the power to conduct such business in Connecticut without further approval. Under the Certificate CBC may exercise outside the State of Delaware all powers incident to a banking company formed under the banking title of the Delaware code. Both IBC and CBC are by statute subject to the regulation of the Board.

Another American offshore bank, American Express International Banking Corporation ("AEIBC"), currently conducts licensed branch banking in Hong Kong. According to publicly available documents, AEIBC was formed under the general corporation law of the State of Connecticut. AEIBC's certificate of incorporation, like that of CBC, grants AEIBC broad banking powers but provides that AEIBC "shall not have power to transact within the State of Connecticut the business of a bank". CBC understands that AEIBC is not subject to federal bank regulation in the United States.

In addition, another offshore bank, Continental Illinois Bank Ltd. ("CIB Ltd."), which is a subsidiary of a U.S. bank holding company, conducts branch banking activities in Hong Kong pursuant to a license granted here in recent years. CBC understands that CIB Ltd. was formed under the laws of the Cayman Islands and holds an offshore banking license there which does not permit it to conduct business with local residents of the Cayman Islands.

II. PRUDENTIAL SUPERVISION

A description of the general supervisory authority of the Board over CBC prepared by our United States counsel, Messrs. Shearman & Sterling, is enclosed herewith as Annex II hereto. The Board is the monetary authority of the United States.

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