According to the latest industrial and commercial change information, the shareholders of HNA Group, which has been approved for bankruptcy and reorganization, have quietly become Hainan HNA No. 2 Information Management Service Co., Ltd. (hereinafter referred to as “HNA No. 2 information management”), while all the original shareholders of HNA Group have withdrawn and their equity has been cleared.
According to the first financial reporter, HNA No. 2 trust management is just a part of the trust plan, which is an important carrier for subsequent debt repayment in the bankruptcy reorganization plan of 321 companies such as HNA Group. According to the plan, the construction of HNA Group trust plan will be completed by the end of the month.
old shareholder equity clearing
According to the industrial and commercial information, HNA No. 2 information tube was registered and established on November 10, 2021, and its major shareholder HNA No. 1 information tube was established on the same day.
Prior to this, HNA No. 2 information management has participated in HNA aviation group, which has more than ten airlines, and entered Sanya Yihang Industry Co., Ltd. in HNA airport sector and HNA Equity Management Co., Ltd., which is mainly composed of assets in non aviation sector. At present, No. 2 trust management controls nearly 200 enterprises, and the enterprises indirectly holding shares are as many as 1000.
The No. 2 Trust Management’s shareholding in HNA Group also means that HNA has completed a key step in the construction of the trust plan for the future debt repayment subject of HNA.
According to the equity structure previously disclosed by HNA Group, HNA Group is indirectly owned by Hainan Cihang public welfare foundation, Hainan Cihang Charity Foundation Inc., 12 natural persons and Hainan Airlines Holding Co.Ltd(600221) indirectly. Among them, Cihang foundation and Cihang foundation established at home and abroad hold more than 50% of the shares of HNA Group, with 12 natural person shareholders holding 47.5% and Hainan Airlines Holding Co.Ltd(600221) holding 0.25%. The 12 natural person shareholders are the founders and executives of HNA Group, of which Chen Feng and Wang Jian hold 14.98% respectively and are the largest natural person shareholders.
After the bankruptcy reorganization of HNA is completed, the equity of the old shareholder team of HNA Group is required to be cleared, and their equity will be transferred to the creditors.
The way for creditors to enjoy the equity of HNA Group is through the trust plan. According to the reorganization plan of HNA Group, which has been approved by the court, a new sponsor company will be established by the headquarters of HNA Group, and the sponsor company will set up a new general holding platform company to hold management platform companies divided into different business segments of air transportation, airport operation, shipbuilding, financial services and hotel business.
According to the current information, HNA No. 1 trust management should be the sponsor company in the trust plan, and No. 2 trust management should be the total holding platform company.
In the future, the equity of the total holding platform company (HNA No. 2 Trust Management) and the receivable creditor’s rights to each business segment will be injected into the trust plan. As the trust property, the trust plan will also realize the actual control and management of all the underlying assets of the trust through the total holding platform, that is, all the assets of 321 companies such as HNA Group will be included in the trust plan, including more than 30 hotels and 7 Financial licensees.
All the debts of 321 companies will also be collected to the sponsor company (hna-1 Trust Management) and compensated with the trust plan shares established by the sponsor. Among them, creditors with property guarantee and ordinary creditors will receive priority shares and ordinary shares respectively, and share the trust income according to their shares.
trust construction completed in March
Just before the Spring Festival, the manager of HNA Group issued a “recruitment announcement for the trustee of the trust plan”, saying that the trustee will be responsible for completing the establishment of the trust plan, assisting in the transfer of Trust shares and the introduction of trust assets. The announcement requires the trustee to submit application materials before February 8, which means that the construction of the trust plan is accelerating.
According to the reorganization plan, the trust income under the trust plan comes from the dividend and disposal income of equity assets held by it, as well as the realization and disposal of accounts receivable. Finally, it comes from the operating income of underlying assets, asset disposal income, the investment of future strategic investors and the future dividend of equity of Yinzhan platform after the completion of reorganization. However, the trustee of the trust plan and the term of the beneficial right of the trust are not clear in the plan.
In other words, after the trust plan is established, HNA Group will become a shareholding platform managed / operated by the trust plan with creditors as beneficiaries. How much creditors can be compensated from the trust plan in the future depends on the specific situation of the trust plan’s disposal of assets and operating income. The rights and interests of HNA’s former old shareholder team have been cleared, including the investors of HNA’s shareholders and the investors of state-owned shareholders in Hainan Province. Their equity has been transferred to creditors.
Relevant persons close to HNA’s reorganization work once told reporters that for the management of the “trust plan”, a trust committee will be established in the future, with a management organization under it, similar to the shareholders’ meeting / board of directors, to authorize the management to carry out specific business management and determine the future development direction, including the introduction or sale of various sectors under the trust plan. This structure will be built by the manager and is expected to be completed as soon as March 2022.
For the specific operation of 321 companies’ entity operated enterprises in the future, the reorganization plan stipulates that in principle, the existing operation and management team of the enterprise shall continue to operate the entity operated enterprises actually controlled by the trust plan. Under the condition that the business scale remains unchanged, entity operated enterprises shall not lay off employees for no reason according to the number of employees significantly lower than the average number of enterprises of the same size in the same region and industry, and the salary level of employees shall not be lower than the average level of the same industry in the same region.
