Refer Report
Hanyang Precision Chairman Shin Dong-guk, the largest individual shareholder, succeeded in joining the board of directors of Hanmi Science. Chairman Shin and his mother and daughter (Hanmi Group Chairman Song Young-sook and Hanmi Group Vice Chairman Lim Joo-hyun) appointed new directors from the three-party alliance, resulting in a 5 to 5 tie with the brothers in terms of board composition. As one side fails to emerge victorious, the dispute over management rights between the owner families is expected to be prolonged.
At Hanmi Science’s extraordinary shareholders’ meeting held at the Seoul Metropolitan Transportation Office in Songpa-gu, Seoul on the 28th, the agenda to change the articles of incorporation to increase the number of board members from 10 to 11 was rejected, and the agenda to appoint Chairman Shin Dong-guk as a new non-executive director was passed.
The existing Hanmi Science board of directors was 5 to 4, giving the brothers an advantage. The three-party alliance planned to increase the number of members to 11 and then directly enter the board of directors. On this day, the agenda to change the Articles of Incorporation received 57.89% approval, but was rejected as it did not meet the two-thirds requirement for a special resolution. The agenda to appoint Chairman Shin Dong-guk as other non-executive director was passed with the approval of more than half of the votes, or 57.86%.
There is an analysis in the industry that the result is not outside of the original expectations. As of the date of closing the shareholder list, the three-party alliance has already secured a majority stake of 48.19%. It is reported that the brothers have a 29.07% stake, including friendly shares. There was speculation that there would be no surprises as the National Pension Service, which was considered a casting vote with a 6.04% stake, declared neutrality the day before the shareholders’ meeting.
The brothers plan to regain the upper hand by targeting the regular shareholders’ meeting in March next year. This is because the terms of office of three outside directors of Hanmi Science (Shin Yoo-cheol, Kim Yong-deok, and Kwak Tae-seon) expire in March next year. The three people are evaluated as members of the three-party coalition. The intention is to appoint a new director after the expiration of the term, someone who is advantageous to them. However, given the current shareholding structure, it is easy for the three-party alliance to appoint the desired board of directors.
On this day, the extraordinary general meeting of shareholders began at around 2:30 PM, 4 hours and 30 minutes later than the original 10 AM meeting. As the shareholders’ meeting began, there was a situation where some minority shareholders were shouting about the current situation of Hanmi Science. Regarding Chairman Shin Dong-guk, one shareholder pointed out, “It makes no sense that the party who proposed the appointment of new directors would not attend even once.” On this day, lawyer Lee Jong-hyun of Sejong Law Firm attended as a representative of Chairman Shin Dong-guk.
Shin Dong-guk, Chairman of Hanyang Precision, said, “We will place the protection of shareholders’ rights and interests as the top priority in decision-making,” and added, “I will do my part to quickly resolve the current situation where fierce disputes continue.”
An official from Hanmi Science said, “Thanks to the wise judgment of our shareholders, we were able to block an attempt by some major shareholders and powerful forces to take over management rights by increasing the number of board members.” “I believe it will play its role,” he said.
Reporter Lee Young-ae 0ae@hankyung.com
Source: korean