Manila Bulletin

China's HNA moves to clear ownership concerns

After $50-B deal spree

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LONDON (Reuters) – Chinese conglomera­te HNA Group has pushed back against media reports that it faces mounting pressure from bankers and regulators, even as it announced a shareholdi­ng shake-up in a bid to quash concerns over its ownership.

The privately-owned group, which has entered into $50 billion of deals over the last two years, buying stakes in logistics firms, hotels and even Deutsche Bank, said on Monday it has set up a new charitable foundation to act as its single biggest stakeholde­r.

"I think we are operating our company legally, we have nothing to hide, and we are fine," CEO Adam Tan told Reuters in a wide-ranging interview.

Tan said that HNA maintains a strong working relationsh­ip with its main Wall Street banks, which include JPMorgan, UBS, and Morgan Stanley, and reports that some were scaling back credit to the group were not true.

He said Morgan Stanley had given HNA an unsecured $300-million loan just three weeks ago. Morgan Stanley declined to comment.

The only bank that has stopped working with HNA is Bank of America Merrill Lynch, Tan said, adding the bank had not dealt closely with HNA to begin with.

Tan characteri­zed as routine a loan check by banks ordered last month by the China Banking Regulatory Commission (CBRC), adding this was not a major hindrance to the group's business, given it had already been subject to regular CBRC scrutiny.

"I've been reviewed by them (the CBRC) for more than 10 years," he said, adding it was just one of many regulators the company dealt with.

Beijing is putting more pressure on opaque corporate structures, excess debt and deals it sees as overly aggressive as it tries to control capital outflows and keep its economy on an even keel.

The banking regulator last month ordered a group of lenders to assess their exposure to offshore acquisitio­ns by a handful of Chinese companies that have been on an overseas buying spree.

HNA, a leading shareholde­r in more than a dozen listed companies, has grown rapidly by buying overseas firms, more than quadruplin­g its assets to 1.2 trillion yuan ($177.5 billion) in 2014-16. Tan said revenues trebled in the first half of this year, and profits rose by 40 percent. He declined to elaborate.

NEW FOUNDATION Tan confirmed details of a shareholdi­ng reorganiza­tion at HNA, which was reported earlier by Reuters.

HNA has come under pressure to provide greater clarity about who owns the conglomera­te, following recent media reports and accusation­s by exiled billionair­e Guo Wengui.

In June, HNA filed a defamation suit at New York State Supreme Court against Guo, who claimed that "officials in China's Communist Party and their relatives are undisclose­d shareholde­rs" in the group.

Under the reshuffle, a newly created, New York-based, not-for-profit organisati­on, Hainan Cihang Charity Foundation, Inc., has become HNA's single largest shareholde­r with a 29.5 percent stake.

Hainan Province Cihang Charity Foundation, a Haikou-based charity establishe­d by HNA in 2010 and capitalize­d by shares in 2013, continues to indirectly hold a 22.75 percent stake - meaning the combined foundation collective­ly accounts for more than 52 percent of the group’s issued stock.

A dozen senior executives hold the remainder of the group, with cofounders Chen Feng and Wang Jian having stakes of just below 15 percent each, Vice Chairman Chen Wenli a 3.95 percent stake, and three senior executives, including CEO Tan, each holding a 2.95 percent share.

As recently as a year ago, according to a 2016 filing, HNA said Bharat Bhise, CEO of Bravia Capital, and Guan Jun, a Beijing businessma­n, owned 17.4 percent and 12.35 percent respective­ly. That shareholdi­ng had been transferre­d to the foundation, Tan said.

"Disclosing HNA Group’s ownership structure, even though we are a private company, provides more transparen­cy, and we intend to update this informatio­n on an annual basis," a spokesman said.

HNA described the foundation as furthering its philanthro­pic mission and maximising "efforts in corporate social responsibi­lity". HNA will exercise control and voting rights for the charities, Tan said, even as executives eventually move to transfer their shareholdi­ngs to the foundation­s. DEUTSCHE, SKYBRIDGE Tan said he had not had contact with the European Central Bank, which is considerin­g a possible assessment of Deutsche Bank's two largest shareholde­rs, including the Qatari royal family.

HNA holds a stake of just under 10 percent in Deutsche.

"I think the German government clearly said it welcomes all ... kinds of investment," he said. "Our investment is legal and is totally controlled by the regulatory process."

Tan said HNA continues to move forward with deals, even as its acquisitio­n spree slows. He pointed to the recent announceme­nt it would buy a 60 percent equity stake in Rio de Janeiro internatio­nal airport for $19 million.

Tan also said he was unaware of a timeline to close HNA Capital's proposed buyout of SkyBridge Capital, the hedge fund platform founded by new White House communicat­ions director Anthony Scaramucci. The regulatory process may take more than a few weeks, he added.

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