Review Of HNA Group V.CITIC Jinan Branch On Behalf Of The Enforcement Of Shareholding Case

The actual contributor is unable or unwilling to act as an investor in his or her own name due to special restrictions imposed by law on the contributor or for special reasons.Therefore,the phenomenon of anonymous capital contribution has emerged.Conflicts of interest arising from such "non-conformity" have also emerged in recent years.For example,when the debts of the nominal shareholders cannot be settled,the conflict of interest between the creditors and the actual contributors arises.In the case of HNA Group v.CITIC Jinan Branch,there are three points of contenti on between the parties: first,whether HNA Group is qualified in the lawsuit;second,whether the registration of the shareholding in question is effective against HNA Group;and third,whether the shareholding agreement is effective against court enforcem ent.In determining the identity of shareholders,the articles of incorporation and registration should be used as the benchmark.As CSC Wealth has strictly implemented its capital contribution obligations,acted in accordance with the articles of incorpor ation,complied with the requirements of the company’s internal shareholder register,and completed the external industrial and commercial registration,its shareholder status should be determined.HNA Group cannot become a shareholder of Yingkou Bank ipso facto due to its capital contribution,and still needs to complete the legal procedures of being visible.However,based on the Agency Agreement,it belongs to the owner of the actual property rights of the 75 million equity shares involved in the case and is a qualified subject.Secondly,the registration of the equity interest in question should be distinguished from the registration of property rights,which does not have the nature of granting rights.According to the understanding of registration adversarialism,in this case,the claim between the nominal shareholders and their creditors due to the loan,and the right opposition between the equity involved,does not belong to the category of opposition in registration adversarialism,this case should not be applied to registration adversarialism.At the same time,after considering the elements of the appearance doctrine,we found that ordinary creditors are not included in the third party in Article 32 of the Company Law.Although the registered shares have the appearance of rights,they do not have the reliance interests and transaction circumstances that need to be protected,and the appearance doctrine cannot be sought to support their claims.Finally,the act of proxy holding itself is contractual in nature.Referring to the principle of autonomy in Article 153 of the Civil Code,the proxy holding agreement is legal and valid if it does not violate the mandatory provisions of validity and public order and morality.The actual contributor is thus entitled to the shareholding with the nature of property rights,and the rights burdened by the shareholding agreement are able to counter the general claims of the nominal shareholders’ ordinary creditors.Therefore,in this case,the actual rights of HNA Group should be protected in priority,and the court should stop the enforcement of the equity interests in question.