Hanmi Science will hold an extraordinary shareholders meeting that could reshape its board of directors and potentially shift company control.
The company’s board of directors convened a meeting on Friday to schedule the extraordinary meeting, which will address three key issues -- amendments to the company's articles of incorporation, the appointment of two new directors, and a capital reduction dividend.
The meeting will take place on Nov. 28.
This extraordinary meeting was called at the request of three large shareholders -- Chairwoman Song Young-sook, Song’s daughter and Vice Chairwoman Lim Ju-hyun, and Hanyang Precision Chairman Shin Dong-guk, the largest single shareholder outside the family.
The tripartite alliance seeks to regain control of the company by expanding the board from the current nine members to 11 and appointing Hanyang Precision Chairman Shin as a non-executive director and Vice Chairwoman Lim as an inside director.
The board of Hanmi Science also comprises directors representing Song’s two sons—Hanmi Science Director Lim Jong-yoon and Hanmi Science CEO Lim Jong-hoon—who want to snatch management control from their mother.
However, the mother-daughter duo and Shin hold a significant advantage in terms of share ownership, controlling 48.19 percent of the company's stock compared to the two brothers' 29.07 percent.
In response to the alliance's move, the two brothers have proposed a capital reduction dividend, a strategy that could appeal to minority shareholders by offering tax-free dividends.
This tactic mirrored their successful approach in the March meeting, where they secured victory by winning over small shareholders. However, Chairman Shin had sided with the brothers instead of the mother-and-daughter duo during that time.
The tripartite alliance has the upper hand, but the outcome remains uncertain.
If all proposals are approved, the alliance is expected to convene a board meeting to change the board directors. However, industry observers note that the amendment to the Articles of Incorporation faces a higher hurdle for approval.
Amendments to the articles of incorporation require a two-thirds majority of attending shareholders and at least one-third of the total shares represented at the meeting.
However, the director appointments need only a simple majority of attending shareholders and a quorum of one-quarter of total shares, making them more likely to pass.
If the amendment to the articles of incorporation flops, only one new director may enter the board of directors.
In this case, the observers said that the board of directors of Hanmi Science would consist of five directors from the tripartite alliance and five directors from the brother duo, which would further cause rifts within the Hanmi Group's board.
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