[At the Crossroads of Listed Companies] ① BK Tops, Fabrication of Board Meetings and False Disclosures

Jung Sang-ryong, CEO of BK Tops.

[Asia Economy Reporter Jang Hyowon] Jeong Sangryong, CEO of BK Tops, which is currently suspended from trading due to a disclaimer of opinion, has been accused of fabricating board meetings and making false disclosures. Controversy is expected as there are cases where the registered directors and the disclosed directors do not match.

According to the Financial Supervisory Service's electronic disclosure on the 7th, BK Tops announced that it held 29 board meetings up to May 11 this year. The attending directors were CEO Jeong Sangryong, Director Ahn Sangjun, and Director Choi Jongseon. They were disclosed to have unanimously approved important agenda items such as capital increase and disposal of other company stocks.

However, according to inside directors Ahn Sangjun and Choi Jongseon, they have not attended any board meetings from early this year until May 11. They said they were not asked to attend by the company and did not hear about the board meeting contents. If they did not attend, the agenda could not have passed due to lack of majority.

In the minutes of the board meetings they did not attend, the seals of Directors Ahn and Choi were stamped with a simple seal, not their official registered seals. When a board meeting was held on June 15 to appoint Director Ahn as co-CEO after recognizing this fact, the minutes were stamped with their official registered seals.

Director Ahn said, “When I asked the employee in charge of convening BK Tops’ board meetings why the simple seal was stamped even though I did not attend, I was told it was done under CEO Jeong Sangryong’s instructions.” When the reporter inquired about this with the employee, the employee only repeated that they could not answer.

To prevent BK Tops from being delisted due to CEO Jeong’s reckless actions, Directors Ahn and Choi held a board meeting on June 29 and resolved to dismiss CEO Jeong. However, the dismissal was not registered. On the same day, Director Choi’s resignation was registered first, so the board quorum was not met.

Director Choi claims that he had no intention to resign at the time and was actively exercising his authority and responsibility as a director by convening board meetings to normalize the company, so he never wrote a resignation letter.

Ultimately, CEO Jeong allegedly forged Director Choi’s resignation letter and submitted it to the registry office to prevent his own dismissal at the board meeting. Director Choi has currently filed a complaint against CEO Jeong at the Gangnam Police Station.

There is another case where CEO Jeong dismissed a director who did not obey him through forged documents against their will. When CEO Jeong took office in March last year, Outside Director Kim Sangil was disclosed as having resigned. However, Director Kim claims he never submitted a resignation letter and that CEO Jeong forged it.

In fact, CEO Jeong filed for a provisional suspension of Director Kim’s duties, but it failed. The court dismissed the case, stating, “The way CEO Jeong obtained Director Kim’s resignation letter is unclear, and Director Kim’s seal certificate was not attached.”

As a result, Director Kim is still registered as an outside director of BK Tops. However, CEO Jeong, who is responsible for disclosures, did not disclose Director Kim even in the third quarter report this year. Thus, the registered directors and disclosed directors differ.

Repeated attempts to contact CEO Jeong Sangryong to confirm these facts were unanswered.

Meanwhile, BK Tops has been suspended from trading since May 16 due to a disclaimer of opinion, meeting the delisting criteria. The Korea Exchange granted a remediation period until April 14, 2023.