"The reality is that the option of owning 100% or majority is not present at the moment," says Tom Manning, who sits on a number of Chinese corporate boards, including that of Shanghai Bank of Communications Co. "As Western banks go into China, I believe they have to emphasize influence more than control."

Any final deal for GDB is expected to respect regulations that limit foreign holdings in Chinese banks to less than 25%.

Although China has been a member of the World Trade Organization since 2001, Beijing has limited access to its market by foreign banks and other businesses. To supplement the slow buildup of their own presence in the world's most-populous nation, many foreign companies have sought access through acquisitions of domestic companies.

Recently, however, Beijing has blocked several foreign takeovers of domestic companies. Chinese authorities capped foreign ownership of the country's banks at 25% in late 2003, and earlier this year Citigroup failed to obtain waivers to exceed that limit with its initial GDB bid.

In September, Beijing raised barriers on overseas investment in a range of industries, such as those considered important or involving well-known trademarks. Analysts saw that move partly as an effort to thwart Washington private-equity firm Carlyle Group LP's bid to buy 85% of a Chinese maker of bulldozers and cranes.

But while foreign buyers have gotten the message to aim for smaller stakes, they are gaining influence beyond that suggested by the percentage of shares they own.

If Citigroup succeeds with GDB, backed by its co-investors, it is expected to install managers and implement modern risk controls in the Guangzhou bank.

And while Citigroup and other foreign institutions often emphasize a desire for full control in acquisitions, there also are benefits to holding a smaller equity position in a Chinese bank-namely, limited exposure to any hidden bad loans on the balance sheet.

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