[At the Crossroads] Amritge ④ Board Meeting Fabrication Controversy... Allegations of 'Copy-Paste' Signatures

Inside Director Claims Resignation, Yet All Board Votes Marked as 'In Favor'
"Says He Did Not Attend Board Meeting on Paid-in Capital Increase for Management Rights Transfer"

Allegations have been raised that the board meetings of Amritage, a KOSDAQ-listed company, were held falsely. It has been claimed that one of the company's inside directors has not participated in any board meetings since resigning in July last year, yet the disclosures indicate that he attended all of them. In particular, it was revealed that he did not attend the board meeting regarding the paid-in capital increase contract related to the recent change of management rights, which is expected to spark controversy.

According to the Financial Supervisory Service's electronic disclosure system on September 17, Amritage announced on September 8 that a third-party allocation paid-in capital increase worth 5 billion won had been paid in by Bokyung Housing Construction. Along with this, board members designated by Bokyung Housing Construction were appointed as the new management, and the existing board members resigned.

Previously, Amritage changed the recipient of the paid-in capital increase it had been pursuing since April to "Bokyung Housing Construction" on August 25 and signed a management rights transfer contract. This paid-in capital increase agenda was approved with unanimous consent at the board meeting held on August 22 by Amritage CEO Thomas Park, inside director Jung Insang, outside director Scott Yoon, and outside director Ha Bongwoo.

However, inside director Jung Insang claimed that he did not participate in this board meeting. In an email sent to Amritage management and major shareholders on September 3, Jung stated, "On July 30, 2024, outside director Helen Min and I requested the company to withdraw our board appointments, and we were told that this would be done, so I understood that we had resigned," adding, "Helen and I have not been involved in any matters related to Amritage."

Although directors Jung and Min stated that they had stepped down from the Amritage board, their names still appear in the disclosures. According to the semi-annual report, Jung is still disclosed as a full-time inside director at Amritage, and Min is listed as an outside director overseeing overall company management. They are also listed as members of Amritage's Transparent Management Committee, which consists of two outside directors and one inside director.

Furthermore, it is disclosed that Jung attended dozens of board meetings and voted in favor of agenda items from July 2024 through the end of the first half of this year. The business report also states that Min attended six board meetings and approved the agenda items. If Jung's claims are true, all of these board meetings were fabricated.

Notably, some of the board agenda items included matters that could affect the value of shares, such as paid-in capital increases and the issuance of convertible bonds (CB), raising concerns about potential damage to minority shareholders. Many important company matters, including the paid-in capital increase accompanying the recent management rights change, were handled at these board meetings.

Moreover, there is evidence that Jung's signature used in the board meetings was "copied and pasted." The signatures attached to all board meeting minutes-including the 29th CB issued in December last year, the 30th CB decided in June, the 1 billion won third-party allocation paid-in capital increase decided last month, and the recent paid-in capital increase accompanying the management rights change-are identical. In contrast, CEO Thomas Park's signature varies slightly each time.

Despite repeated inquiries regarding these allegations, Amritage headquarters and the previous management did not respond.