Director Lim Jong-yoon of Hanmi Science proposed a 'major shareholder management community' plan to end the management rights dispute within the Hanmi Pharm Group that has been ongoing for eight months.
On the 7th, Director Lim disclosed a draft declaration of the formation of a 'management community' through related parties, targeting the owner family members Song Young-sook, Lim Joo-hyun, Lim Jong-hoon, and the largest individual shareholder Shin Dong-guk, chairman of Hanyang Precision, to exercise unified voting rights.
According to this draft, members of the major shareholder management community must always exercise unified voting rights at shareholders' meetings and on major company management matters, even if their opinions differ. Matters included are ▲capital structure changes ▲mergers and acquisitions (M&A) and sales ▲appointment and dismissal of senior management ▲all other matters related to changes in management rights and significant company business execution.
The direction of voting is determined by proportional voting based on each member's shareholding ratio. Such resolutions can be made through digital methods, allowing voting rights to be exercised via electronic voting after the proposal is submitted.
Additionally, when selling company shares, priority purchase opportunities must be offered to shareholders within the management community, and if the agreement is violated, the violator may be excluded from the management community through a vote.
This proposal is interpreted as a response to the recent re-ignition of the management rights dispute, which had seemed to subside, following the three-party alliance formed by Song Young-sook, chairman of Hanmi Pharm Group, Lim Joo-hyun, vice chairman of Hanmi Pharm Group, and Chairman Shin, demanding the convening of an extraordinary shareholders' meeting to seize control of Hanmi Science, the group's holding company.
The three-party alliance plans to increase the Hanmi Science board of directors from the current maximum of 10 members stipulated in the articles of incorporation to 12 members through the extraordinary shareholders' meeting and appoint three new directors. The current board composition is five members from the brothers' side and four from the alliance side; the plan is to reverse this to seven members from the alliance and five from the brothers' side to gain an advantage. However, changes to the company's articles of incorporation require support from more than 66.7% of voting shares present at the shareholders' meeting.
Therefore, although the three-party alliance currently holds 48.17% of shares, close to a majority, the brothers' side holds 29.07%, meaning they only need to secure some minority shareholder shares, making it difficult for either side to guarantee victory at the shareholders' meeting. Given this, Director Lim appears to have proposed forming a five-party alliance rather than expanding the management rights dispute by holding another shareholders' meeting. Director Lim explained, "Through the management community agreement, we can fundamentally block market confusion caused by hostile M&A forces and enable swift decisions on important matters such as special resolutions and amendments to the articles of incorporation."
However, it remains uncertain whether this proposal will come to fruition, as conflicts continue, including a provisional seizure application accepted as a creditor protection measure related to a 26.6 billion KRW loan repayment lawsuit filed by Vice Chairman Lim Joo-hyun against Director Lim Jong-yoon, resulting in the provisional seizure of Hanmi Science shares and land owned by Director Lim.
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