Jul 25, 2017
A huge Chinese conglomerate just revealed its ownership — and a lot of governments are watching
HNA Group had its start as a small airline, and has now evolved into a giant, global conglomerate with stakes in big names like Deutsche Bank and Hilton. On Monday, the conglomerate publicly revealed its ownership structure — an unusual move.
A massive private Chinese conglomerate pulled an unusual move on Monday, revealing its ownership structure after striking multi-billion dollar deals that have raised questions about corporate governance, strategic motivations, financial health and who exactly is calling the shots.
HNA had its start as a small airline, and has now evolved into a giant, global conglomerate with stakes in big names like Deutsche Bank and Hilton. It's among several major Chinese firms — which include Wanda, Anbang, Fosun — that have spent billions in recent years on overseas acquisitions fueled by debt, complex deal structures and murky ownership. Governments and regulators are scrutinizing those companies now, trying to figure out where the money came from, where it was funneled, how much debt was involved, and what all that could mean for the global economy.
In a widely-circulated document, HNA listed 15 individuals and entities that account for total ownership of the group. The biggest shareholders are the international and domestic divisions of HNA's charity, the Hainan Cihang Charity Foundation, with 29.5 percent and 22.75 percent stakes, respectively. So together, the foundation owns more than half of HNA, but it's unclear how the organization is governed and structured. HNA founders Chen Feng and Wang Jian each own nearly 15 percent of the company, and group CEO Adam Tan has almost 3 percent, according to the disclosure.
The latest disclosure is a departure from previous ownership: Two individuals — Bharat Bhise, CEO of Bravia Capital, and Guan Jun, a Beijing businessman — owned 17.4 percent and 12.4 percent of the company, according to a 2016 filing, as reported by Reuters. Perhaps its most well-known backer was George Soros — he invested in the company's early airline days and has since sold his stake.
A spokesman for HNA did not immediately respond to a request for comment.
For HNA, the ownership disclosure seems to be aimed at clearing up some of the mystery around the company amid growing scrutiny. For instance, the opaque corporate structure is one reason Bank of America recently decided to stop doing business with the company, according to an email reviewed by the New York Times. The Times has also reported on how the company appears to have regularly done business with relatives and people linked to HNA executives.
The company's ownership was also subject to wild speculation after Guo Wengui, a fugitive Chinese tycoon, recently alleged that relatives of top Communist Party officials — including current anti-corruption czar Wang Qishan — held stakes in HNA. The conglomerate is currently suing Guo for defamation.
Whatever may be going on behind HNA's closed doors, one thing's for sure: The company's massive shopping spree — upwards of $50 billion since 2015, according to Dealogic data — may finally be curtailed.
The floodgates gushed open for many Chinese firms when outbound investment regulations relaxed in 2015, but authorities started clamping down again as money flew offshore and the yuan suffered from downward pressure. Chinese regulators are now reportedly scrutinizing bank loans made to HNA and other acquisitive Chinese firms.
For China, inquiries into loans are likely meant to focus on how to contain the risks and manage the exposure to the banks, according to consultancy Eurasia Group.
Experts also say what the government wants now is to regain control over private industry, and to make sure Chinese money flows to sectors that match government priorities.
"Officials want to have veto power over cross-border deals to ensure they are in line with national economic and strategic goals," Yanmei Xie, a China policy analyst at research firm Gavekal Dragonomics, wrote in a recent note. "This new environment is likely to prove easier for state-owned companies to navigate than private firms."
In an interview with Reuters, CEO Tan called checks by the China Banking Regulatory Commission "routine." He also said the company had not been in contact with the European Central Bank after reports said the organization was considering opening an inquiry into HNA's move to boost its stake in Deutsche Bank to nearly 10 percent earlier this year. "I think we are operating our company legally, we have nothing to hide, and we are fine," Tan said.
HNA is still waiting on approval from U.S. regulators to complete its purchase of SkyBridge Capital, a New York-based investment fund that was founded and partly owned by Anthony Scaramucci, who recently became President Donald Trump's communications director. HNA has before survived the U.S. microscope: Last December, the company's acquisition of Ingram Micro was completed after it received regulatory approval.
Another mega-conglomerate, Dalian Wanda, announced last week that it would sell nearly $10 billion in assets to two other Chinese companies, and that it would be able to pay off nearly all of its debts over the next few years. That was perhaps an attempt to stave off greater scrutiny into the company's finances.
Chinese companies completed about $200 billion in outbound mergers and acquisitions last year, according to Dealogic data. Deal activity is a little slower so far this year, but it doesn't show signs of stopping — there's $23 billion in complete overseas deals and another $80 billion pending.
by Sophia Yan