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Shareholder proposal for appointment of directors Jong-yoon Lim and Jong-hoon Lim… “We will participate in management as each representative.”

Korea and the U.S. “regret using shareholder proposals for private gain”

Hanmi Pharmaceutical

Hanmi Pharmaceutical

(Seoul = Larose.VIP) Reporter Cho Hyun-young = After Hanmi Pharmaceutical Group announced its plan to merge with OCI Group, the management rights conflict between the founder’s family, which arose as the founder’s eldest son and second son opposed the integration, is expected to lead to a vote battle at next month’s general shareholders’ meeting.

While the eldest son, Lim Jong-yoon, CEO of Hanmi Pharmaceuticals, and the second son, Lim Jong-hoon, CEO of Hanmi Fine Chemical, who were excluded from the integration decision process, announced their intention to return to management as directors and CEOs of Hanmi Pharmaceutical Group, Hanmi Group said, “We will proceed with the integration process in accordance with laws and procedures.” “He expressed his position.

On the 13th, the two brothers announced that the holding company Hanmi Science[008930] President Lim Jong-hoon became the CEO, and President Lim Jong-yoon became the CEO of subsidiary Hanmi Pharm. They each announced their intention to become CEO and take charge of management.

For this plan, the two people exercised their shareholder proposal rights against Hanmi Science on the 8th, requesting that the agenda of appointing six people, including themselves and the four candidates they designated, as directors of Hanmi Science be submitted to the general shareholders’ meeting.

They said, “The purpose of the shareholder proposal is not simply to enter the board of directors, but to clearly express the will to manage the Hanmi Group as the respective CEOs of the holding company and subsidiaries according to the wishes of the former chairman.”

They claim that Hanmi Group’s current management has damaged the company’s value through secret management after the death of the late Chairman Lim Seong-ki.

In response to this, Hanmi Group said, “(The shareholder proposal) was an expected procedure, and this action only appears to be an attempt to use Hanmi Group for personal gain,” and added, “It is very regrettable.”

Hanmi Group said, “President Lim Jong-yoon has rarely come to work at Hanmi over the past 10 years and has been indifferent to the management of Hanmi Pharmaceutical, attending only one of the five board meetings in the first half of last year, even at the board meeting of Hanmi Pharmaceutical, where he is an executive director.” “The authenticity is questionable,” he claimed.

In addition, it was reported that President Lim has been using most of the Hanmi Science shares he inherited for his own business and personal funds, and as collateral has become insufficient due to the decline in stock prices, he is also using an additional 1,543,578 shares of Hanmi Science stock held by his immediate family as collateral.

At the same time, they claimed, “It appears that President Lim intends to use the Hanmi Group for personal gain, such as artificially raising the stock price by creating a management rights dispute and resolving debt through this.”

As the conflict between the two sides intensifies, agenda items proposed by shareholders holding more than 3% of the total issued shares are automatically submitted to the general shareholders’ meeting, so whether to include brothers Lim Jong-yoon and Jong-hoon on the board of directors will be decided by a vote at the general shareholders’ meeting.

Currently, the combined shares of the two brothers and their spouses and children are 28.4%. Last month, President Lim and others announced this in the ‘Report on the status of large holdings of stocks, etc.’, which included resolution of the special relationship with her mother, Song Young-sook, Chairman of Hanmi Pharmaceutical Group.

This stake is currently less than the 31.9% stake calculated by the two brothers for Chairman Song and his related parties.

However, the two brothers predicted that Chairman Song’s stake would not increase further, saying that the Gahyeon Cultural Foundation (4.9% stake) and Lim Seong-gi Foundation (3% stake) would not be able to exercise voting rights.

They argue that since OCI Group belongs to a large conglomerate and public interest corporations of large conglomerates cannot exercise voting rights, the foundations of Hanmi Science, which decided to merge with OCI, also cannot exercise voting rights.

In response, Hanmi Group countered, “As of the general shareholders’ meeting in March, the integration process with OCI Group has not yet been completed, so we believe it is possible for the public interest foundation to exercise its voting rights.”

Both sides are expected to focus on securing Hanyang Fine Chemical Chairman Shin Dong-guk, who owns about 12% of Hanmi Science, as an ally in order to gain an equity advantage. It is known that Chairman Shin is still in a neutral position.

In addition, both sides are expected to focus their efforts on persuading other investors and minority shareholders.

hyun0@yna.co.kr

Report to KakaoTalk okjebo 2024/02/13 17:11 Sent

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