Proposal of New Directors Including Park Jun-seok, Vice President of Hanmi Science
"Will Discuss Extraordinary General Meeting, but Concerned About Holding Company's Unilateral Decision"
Hanmi Science, the holding company of Hanmi Pharmaceutical Group, announced on the 30th that it has requested an extraordinary general meeting of shareholders against its affiliate Hanmi Pharmaceutical, with the agenda to dismiss Park Jae-hyun, CEO of Hanmi Pharmaceutical, and Shin Dong-guk, chairman of Hanyang Precision, from their director positions at Hanmi Pharmaceutical.
Through an official letter sent to Hanmi Pharmaceutical on the same day, Hanmi Science proposed as the agenda for the extraordinary general meeting to dismiss CEO Park and Chairman Shin from their positions as inside director and non-executive director, respectively, of Hanmi Pharmaceutical. It also proposed appointing Park Joon-seok, vice president of Hanmi Science, and Jang Young-gil, CEO of Hanmi Precision Chemical, as new directors of Hanmi Pharmaceutical.
Hanmi Science stated, "As the largest shareholder of Hanmi Pharmaceutical and the group’s holding company, it is necessary to manage the overall direction of the group," adding, "CEO Park has caused unnecessary conflicts with Hanmi Science, and as the largest shareholder, we can no longer overlook the current management situation." They also warned, "If the convening procedures are not promptly taken, we will initiate related legal actions."
In response, Hanmi Pharmaceutical said in a press release, "We will carefully review the discussions related to the extraordinary general meeting through the board of directors so that shareholders can make a reasonable judgment."
However, they added, "Considering that the agenda for the Hanmi Pharmaceutical extraordinary general meeting was not discussed at the recent Hanmi Science board meeting, it is uncertain whether this proposal was made by the Hanmi Science corporation or was a unilateral decision by a specific major shareholder (CEO of Hanmi Science)," and argued, "The 'dictatorial management' where a specific major shareholder executive of the holding company unilaterally decides everything for the group company should no longer exist."
Under the Commercial Act, dismissal of directors requires a special resolution at the shareholders’ meeting, with approval from at least two-thirds of the shareholders present. Currently, Hanmi Science holds 41.42% of Hanmi Pharmaceutical’s shares, the National Pension Service holds 9.27%, and Chairman Shin Dong-guk along with Hanyang Precision, which he owns 100%, hold 9.14%. The remaining 41.59% is held by institutional investors, foreigners, and general shareholders.
Meanwhile, Hanmi Science will hold an extraordinary general meeting on November 28, following the proposal of the 'three-party alliance' consisting of Chairman Shin, Song Young-sook, chairwoman of Hanmi Pharmaceutical Group, and Vice Chairman Lim Joo-hyun, with the agenda including the expansion of the board of directors and appointment of new directors. Depending on the outcome of the shareholders’ meeting, the current Hanmi Science board structure, where CEO Lim Jong-hoon and his elder brother, inside director Lim Jong-yoon, hold a 5 to 4 majority, could shift to a 5 to 6 or 5 to 5 balance, giving the three-party alliance the upper hand or resulting in an equal split.
However, due to scheduling, even if the Hanmi Pharmaceutical shareholders’ meeting is held, it is expected to take place after the Hanmi Science shareholders’ meeting.
© The Asia Business Daily(www.asiae.co.kr). All rights reserved.
