Regular Shareholders' Meeting of Hanmi Science on the 29th
Board Member Appointment Leads to Vote Battle
Key Issue: 'Prohibition of New Share Issuance Injunction'
The regular shareholders' meeting season, which will be a turning point surrounding the integration of Hanmi Pharmaceutical Group and OCI Group, has begun. Amid escalating conflicts within the Hanmi Pharmaceutical Group owner family between mother and daughter (Song Young-sook and Lim Ju-hyun) and brothers (Lim Jong-yoon and Jong-hoon), both sides are bringing large-scale director appointment agendas to the Hanmi Science shareholders' meeting scheduled for the 28th, signaling a sharp vote conflict.
Hanmi Science announced that it held a board meeting on the 11th and resolved to hold the regular shareholders' meeting on the 28th in Hwaseong, Gyeonggi Province. This regular shareholders' meeting is drawing attention because the conflict between the two sides within the family has escalated to the extreme, predicting a direct vote confrontation. Lim Jong-hoon, president of Hanmi Pharmaceutical, and Lim Jong-yoon, CEO of Hanmi Precision Chemical, oppose the integration, claiming that the decision was a unilateral move for the 'private interests' of Song Young-sook, chairwoman of Hanmi Pharmaceutical Group, and Lim Ju-hyun, CEO of Hanmi Science.
The key battleground of this shareholders' meeting is the appointment of directors. Hanmi Science's articles of incorporation stipulate that the board of directors should consist of 'at least 3 and no more than 10 members.' Currently, the board consists of four members, including Chairwoman Song, Shin Yoo-chul, Kim Yoo-chul, and outside director Kwak Tae-sun. There are no directors whose terms expire at this meeting, so up to six seats are vacant.
Accordingly, the brothers' side has already submitted a shareholder proposal to appoint two of themselves as inside directors, Kwon Kyu-chan, CEO of DXVX, as a non-executive director, and Professor Bae Bo-kyung of Korea University Business School and lawyer Sa Bong-kwan as outside directors, totaling five candidates, expressing their intention to take control of the Hanmi Science board. If successful, the plan is for Lim Jong-yoon to become CEO of Hanmi Science and Lim Jong-hoon to become CEO of Hanmi Pharmaceutical, leading the holding company and the core subsidiary, respectively.
On the other hand, the mother and daughter side proposed the appointment of six candidates, including CEO Lim Ju-hyun, OCI Group Chairman Lee Woo-hyun, and Choi In-young, head of Hanmi Pharmaceutical R&D Center (executive director) as non-executive directors, as well as Professor Park Kyung-jin of Myongji University Business School, Seo Jung-mo, CEO of Monas Lab, and Professor Kim Ha-il of KAIST Graduate School of Medical Science. Hanmi Science explained that this appointment proposal consists of candidates who can realize the value of integration with OCI Group, lead the group's innovative research and development (R&D), discover new growth engines, and establish an advanced governance structure.
There are six vacant seats on the board, but a total of 11 candidates have emerged. Hanmi Science explained that if more than six director candidates receive a majority of the voting rights, the top six candidates with the most votes will be appointed as directors. In other words, it is interpreted that the mother and daughter side aims to prevent any of the brothers' candidates from entering the board.
Currently, in terms of Hanmi Science's shareholding structure, the mother and daughter side holds an advantage. Originally, the 63% stake publicly disclosed under Chairwoman Song's name, including family members, relatives, and related foundations, is now divided with the mother and daughter side holding 35.0% and the brothers' side holding 28.4% (including 0.4% by DXVX). However, the brothers' side states that the shares owned by the Gahyeon Cultural Foundation and the Lim Seong-gi Foundation, inherited from the late founder Lim Seong-gi, should not side with either party. Additionally, the voting intentions of Shin Dong-guk, chairman of Hanyang Precision and the largest individual shareholder, the National Pension Service, and minority shareholders will likely determine the outcome of the vote confrontation.
Meanwhile, ahead of the main event, the Hanmi Science shareholders' meeting, the Hanmi Pharmaceutical shareholders' meeting held on the 27th will not include the reappointment of inside director Lim Jong-yoon, with OCI Holdings CEO Seo Jin-seok expected to fill that position.
If the mother and daughter side's proposals pass at both companies' shareholders' meetings, and the agenda to appoint OCI Group Chairman Lee Woo-hyun and CEO Lim Ju-hyun as inside directors at the OCI Holdings regular shareholders' meeting on the 29th also passes, the integration between the two groups is expected to accelerate. Additionally, the pharmaceutical company Bukwang Pharmaceutical, affiliated with OCI Group, has proposed at its regular shareholders' meeting on the 22nd to appoint Woo Ki-seok, former Hanmi Pharmaceutical Group member and CEO of Online Pharm, as an inside director. Woo is expected to become CEO of Bukwang Pharmaceutical.
The last variable before the shareholders' meeting is the brothers' side's injunction request filed with the Suwon District Court to prohibit the issuance of new shares by Hanmi Science. Both sides are engaged in fierce legal battles over the purpose and circumstances of the new share issuance. The brothers' side attacks that this new share issuance is a decision to transfer management rights of Hanmi Pharmaceutical Group to OCI and to secure funds for inheritance tax resolution for the mother and daughter’s 'private interests.' The mother and daughter side counters that the decision was made to establish a stable governance structure for the benefit not only of themselves but also of the group and all shareholders. If the injunction is granted, the brothers' side is expected to actively assert their legitimacy at the Hanmi Science regular shareholders' meeting and rally votes. Conversely, if dismissed, the integration led by the mother and daughter side is expected to proceed smoothly.
The Suwon District Court Civil Division 31, handling the case, has completed two hearings and plans to receive additional materials by the 13th and make a decision. They explained that they intend to decide before the Hanmi Science regular shareholders' meeting on the 29th.
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