After $50B deal spree China's HNA to clear ownership questions

(Reuters) - Privately-owned conglomerate HNA Group, one of China's most aggressive dealmakers, is shaking up its shareholding structure with a new, charitable foundation, part of efforts to quash long-standing concerns over its ownership.

As China cracks down on showy overseas ventures and high-profile empire builders, pressure is rising on sprawling, fast-growing and acquisitive companies like HNA, which has announced $50 billion of deals over two years, buying stakes in logistics companies, hotels and even Deutsche Bank.

HNA said the change - to be announced later on Monday along with an unprecedented ownership list - was part of an effort to address interest in its structure, as the group expands.

"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.

According to a document seen by Reuters, HNA's co-founders and senior executives Chen Feng and Wang Jian continue to hold stakes of just below 15 percent each.

A newly created, New York-based, not-for-profit organization, Hainan Cihang Charity Foundation Inc, becomes the 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.

HNA did not provide details of how the shares were placed in the new charity's hands, how the overall foundation would be run or how it would vote or use its shares.

As recently as a year ago, according to a 2016 filing, HNA Group said that Bharat Bhise, CEO of Bravia Capital, and Guan Jun, a Beijing businessman, owned 17.4 percent and 12.35 percent respectively. Collectively, that adds up to approximately the amount currently held by the new foundation.

Neither name is present in the current shareholding arrangement.

"Our ownership structure changes from time to time, and those filings are out-of-date," a spokesperson for HNA said.

HNA described the foundation as furthering its philanthropic mission and maximizing "efforts in corporate social responsibility". It will eventually have 100 percent of HNA.

According to the information provided on Monday, 12 senior HNA executives, including the group's founders, hold the 47.54 percent in the group not held by charities. Vice Chairman Chen Wenli holds a 3.95 percent stake, and three senior executives, including CEO Adam Tan, each holds a 2.95 percent share.

Transparency Push

HNA's unexpected effort to increase transparency comes as pressure increases in China over opaque corporate structures, excess debt and deals seen as overly aggressive. China is trying to control capital outflows and keep its economy on an even keel.

Groups caught up in the crackdown include Dalian Wanda Group, a property-to-film empire run by one of China's richest men. Banks have been told to stop funding several of Wanda's overseas acquisitions. China's banking regulator has ordered checks on offshore loans to conglomerates including Wanda, but also HNA, say people familiar with the matter.

HNA, a leading shareholder in more than a dozen listed companies, has grown rapidly, more than quadrupling its assets to 1.2 trillion yuan ($177.5 billion) in 2014-16.

The pace of acquisition is expected to slow.

In June, HNA filed a defamation suit at New York State Supreme Court against exiled billionaire Guo Wengui, who claimed that "officials in China's Communist Party and their relatives are undisclosed shareholders" in the group, and that subsidiary Hainan Airlines allowed government officials and their relatives to use its aircraft "for purely personal reasons", according to the court document.

Questions are also coming from Europe. HNA faces a possible review by Europe’s top banking regulator, which is considering a special assessment of Deutsche Bank’s two largest shareholders, including the Qatari royal family.

While the motivation for a review remains unclear, such an assessment generally aims to establish whether an investor is trustworthy and financially sound.