Shareholders of Hanmi Science, the holding company of Hanmi Pharmaceutical Group, have rejected the proposal to amend the articles of incorporation suggested by the “3-party alliance,” including Chairman Song Young-sook, Vice Chairman Lim Joo-hyun, and the largest individual shareholder Shin Dong-guk, chairman of Hanyang Precision.
Hanmi Science held an extraordinary general meeting of shareholders at the Seoul Transportation Hall in Songpa-gu, Seoul, on Nov. 28.
The 3-party alliance’s proposal aimed to expand the number of directors from the current 10 to 11, a special resolution that required the approval of at least two-thirds (approximately 66.7%) of the attending shareholders. However, the approval ratio for each individual agenda item was below 60%.
The extraordinary general meeting was a strategic move by the 3-party alliance, which, despite securing nearly half of the shares, found it difficult to gain management control. Currently, the board of directors of Hanmi Science consists of five directors in support of the two sons of the late group founder Lim Sung-ki and four who support the 3-party alliance. The two sons are opposed to the 3-party alliance’s plan to introduce a professional management system to the group.
The alliance aimed to appoint Shin as a non-executive director and Vice Chairman Lim, the daughter of the late founder, as an inside director, thereby adding a total of two new directors, reorganizing the board to a 6-5 structure, and ultimately seizing control of management rights.
However, while the proposal to amend the articles of incorporation was rejected, the appointment of new directors, which was a general resolution, was approved. As a result, Shin was appointed as a non-executive director. The appointment of Vice Chairman Lim as an inside director was automatically discarded due to the rejection of the amendment. General resolutions pass with the approval of a majority of the attending shareholders.
As a result of this extraordinary general meeting, the Hanmi Science board structure is now tied at 5-5, with five members from the 3-party alliance and five members from the sibling side. The outcome of this extraordinary general meeting is seen as a “half victory” for the 3-party alliance, as they managed to appoint Shin as a director but failed to secure the amendment needed to appoint Vice Chairman Lim.
The attendance rate was 84.7% (57,340,864 shares) out of the total number of shares with voting rights (67,713,706 shares) at the extraordinary general meeting.
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