3-Party Coalition 'Half Victory'... HanmiScience Board Reshaped 5 to 5 (Update)

Amendment to Articles of Incorporation Not Rejected, Appointment of New Director Approved

The three-party alliance (Hanmi Pharmaceutical Group Chairwoman Song Young-sook, Vice Chairman Lim Joo-hyun, and Hanyang Precision Chairman Shin Dong-guk) achieved a 'partial victory' in the Hanmi Pharmaceutical Group management rights dispute.

An extraordinary general meeting of Hanmi Science, part of the Hanmi Pharm Group undergoing a management dispute, was held on the 28th at the Seoul Transportation Center. Stakeholders, shareholders, and reporters are standing at the entrance of the meeting hall. Photo by Heo Young-han

At the Hanmi Science extraordinary general meeting held on the 28th at the Seoul Transportation Hall in Songpa-gu, Seoul, the proposal to amend the articles of incorporation put forward by the three-party alliance, including Chairwoman Song, Vice Chairman Lim, and the largest individual shareholder Chairman Shin, was rejected.

The proposal to expand the number of directors from the current maximum of 10 to 11 required a special resolution with approval from two-thirds (approximately 66.7%) of the shareholders present. The approval rate for each agenda item was not disclosed that day.

This extraordinary general meeting was a gamble by the three-party alliance, who secured nearly a majority stake but believed it was difficult to regain management rights under the current articles of incorporation. The alliance aimed to appoint Chairman Shin as a non-standing director and Vice Chairman Lim as an inside director, adding two new directors in total, reorganizing the board to a 6 to 5 structure, and thereby taking control of management.

However, the agenda item for appointing new directors, which was a general resolution, was approved, and Chairman Shin was appointed as a non-standing director. The appointment of Vice Chairman Lim as an inside director was automatically discarded due to the failure of the articles of incorporation amendment. General resolution items pass with the approval of a majority of shareholders present.

As a result of this extraordinary general meeting, the Hanmi Science board structure is now evenly split with five members from the three-party alliance and five from the sibling faction, resulting in a 5 to 5 tie. The attendance rate at the meeting was 84.7% (57,340,864 shares) out of the total voting shares of 67,713,706 shares.