OCI-Hanmi Integration Halted: "Humbly Accepting Shareholders' Will" (Comprehensive)

All 5 Director Appointments Proposed by the Siblings' Side Passed
6 Nominees Recommended by Mother-Daughter Side Failed to Meet Ordinary Resolution

The integration attempt between OCI Group and Hanmi Group has fallen through.

OCI Holdings announced on the 28th, immediately after the regular shareholders' meeting of Hanmi Science, the holding company of Hanmi Group, "We humbly accept the will of the shareholders and will halt the integration process." They added, "We hope for the future development of Hanmi Pharmaceutical Group."

At the Hanmi Science shareholders' meeting that day, the proposal to appoint five directors put forward by the founding brothers, Im Jong-yoon and Jong-hoon, was all approved. Among the nine directors of Hanmi Science, the brothers' faction opposing the integration gained the upper hand over the existing four directors led by their mother, Chairwoman Song.

Previously, Chairwoman Song Young-sook of Hanmi Group and Vice Chairman Im Joo-hyun, the brothers' sister, each proposed the appointment of six and five directors respectively, but the shareholders sided with the brothers' faction that day.

Lee Woo-hyun, Chairman of OCI Holdings, speaking at a press conference held on the 25th at Hanmi Tower in Songpa-gu, Seoul. Photo by Jo Yong-jun jun21@

Both brothers, Im Jong-yoon and Jong-hoon, received around 52% of the votes in favor, securing a majority of the voting rights present and successfully being appointed as inside directors. CEO Kwon Kyu-chan of DXNVX and Professor Bae Bo-kyung of Korea University Business School each received 51.8% approval. Lawyer Sa Bong-gwan also joined the board with 52.2% of the votes in favor.

On the other hand, Vice Chairman Im Joo-hyun and OCI Holdings Chairman Lee Woo-hyun both received 48% approval, falling short of the majority and thus were not appointed. Furthermore, the remaining four director appointments recommended by Chairwoman Song Young-sook and Vice Chairman Im Joo-hyun were all rejected.

With the brothers' faction gaining control of the board, the integration efforts between OCI Group and Hanmi Group can no longer proceed.

On January 12, Hanmi Group and OCI Group announced an integration agreement. Since then, the brothers Im Jong-yoon and Jong-hoon have been engaged in a management rights dispute with Chairwoman Song Young-sook and Vice Chairman Im Joo-hyun, who led the integration.