[Public Companies at a Crossroads] Why the Difference Between Good People’s Shareholders Meeting Results and Registered Executives

[Asia Economy Reporter Jang Hyowon] It has been confirmed that underwear company Joheunsaramdeul registered executives different from the results of the shareholders' meeting held on the 7th. Minority shareholders who held the shareholders' meeting are opposing, claiming that CEO Lee Jonghyun of Joheunsaramdeul registered the executives arbitrarily.

According to related industries on the 17th, the registry of Joheunsaramdeul as of the 10th lists a total of seven registered directors, including four inside directors led by Mr. Lee and one outside director Mr. Kim. According to the registration, they assumed office on the 7th.

This differs from the shareholders' meeting results disclosed by Joheunsaramdeul. According to the Financial Supervisory Service's electronic disclosure, Joheunsaramdeul held a shareholders' meeting on the 7th and passed an agenda to appoint inside director Choi Jaeyoung and one other inside director, as well as three outside directors. They also approved the dismissal of the existing executives, including CEO Lee Jonghyun and outside directors Kim Kwangil and Park Jongcheol.

However, the registry shows that Mr. Lee and others, different from the disclosed contents, assumed office. In response, the minority shareholder coalition that held the shareholders' meeting and the company's auditor suspect that CEO Lee Jonghyun arbitrarily held a shareholders' meeting and appointed directors.

On the 7th, minority shareholders held an extraordinary shareholders' meeting with court approval. Of the 49,908,224 shares issued by Joheunsaramdeul, 21,128,033 shares (42.3%) were present. Previously, minority shareholders took steps to normalize management after Joheunsaramdeul was suspended from trading in March last year due to a refusal of audit opinion and some current and former executives faced embezzlement charges. They recommended new executives and obtained court approval to convene an extraordinary shareholders' meeting.

CEO Lee Jonghyun's side also attempted to convene a shareholders' meeting on the 10th to maintain management rights but received a court injunction prohibiting the meeting. The court sided with the minority shareholders.

Ultimately, on the 7th, the minority shareholders dismissed CEO Lee Jonghyun and two outside directors at the shareholders' meeting and appointed new directors including Choi Jaeyoung. They also notarized these details through a law firm.

Choi Hanwoo, auditor of Joheunsaramdeul, said, "We tried to register the directors appointed at the shareholders' meeting, but people we had never seen before were registered as company directors," adding, "I don't know how this is possible, but we have applied to register the executives appointed at the shareholders' meeting and are reviewing legal response measures."

Meanwhile, CEO Lee Jonghyun is currently on trial for charges including artificial stock price manipulation, use of undisclosed information, and unfair gains. He is also reportedly under police investigation for embezzlement and fraud charges.

Additionally, as of the 1st of last month, JH Resources, where CEO Lee Jonghyun is the largest shareholder, holds 4,732 shares (0.01%) of Joheunsaramdeul. The largest shareholder of Joheunsaramdeul has changed to Credit Suisse (1.12%).