An Analysis On Dispute Between HNA Group And China CITIC Bank Jinan Branch Over Compulsory Execution Of Dormant Equity

Actual investor for consideration of various factors, such as by commissioned shareholding agreement, so as to investing company anonymous by the name of others. The shares registered in the name of the nominal shareholder and shareholder rights enjoyed by the actual investor is a common thing, and also the legal disputes with that. There are two focal point in the case of HNA Group and CITIC Bank Jinan Branch executive dormant equity dispute:the one is whether HNA Group is the shareholders of Yingkou Coastal Bank and the shares involved in the actual rights; the other one is whether the court should stop the implementation of the shares which registration in the name of Zhongshang company of Yingkou Coastal Bank. First, based on the articles of incorporation and the effectiveness of registration, for strict compliance with shareholder investment, in line with the articles of incorporation, the record of shareholders and the completion of registration in the name of Zhongshang company, it should give priority to its shareholder qualifications. Secondly, even though HNA Group does not have the qualification as a shareholder, but based on the spirit of private law and the principle of autonomy, without prejudice to the relevant laws and regulations under the premise of HNA Group, and on the "the entrusted investment agency agreement", it should have the real property rights of shares in this case. Zhongshang company according to the requirements of trust agreement, exercising the shareholder rights on behalf of HNA Group, the property benefits which is based on shareholder rights should ascribe to HNA Group eventually. Finally, when the third party CITIC Bank Jinan Branch apply for compulsory execution of shares which registered in the name of Zhongshang company, for consideration of commercial appearance socialist, bona fide acquisition and protection of the rights of actual angle in our country, should protect the actual investor HNA Group's legitimate rights and interests, the court shall stop the enforcement of the shares in this case.