In the Turmoil of Hanmi Pharm... Song, Shin, and Lim Alliance Moves to Regain Management Rights

Three-Party Alliance Demands Convening of Extraordinary General Meeting
Moves to Control Holding Company Board Through Articles of Incorporation Amendment

The management dispute within Hanmi Pharmaceutical Group has reignited in its final stages. Song Young-sook and Lim Joo-hyun, a mother and daughter duo who secured a majority stake in alliance with Shin Dong-guk, chairman of Hanyang Precision and the largest individual shareholder of the holding company (Hanmi Pharmaceutical non-executive director), have requested the convening of an extraordinary general meeting of shareholders to reclaim control of the group. This move aims to regain control of the holding company's board, which is currently dominated by the Im Jong-yoon and Jong-hoon brothers who won at the regular shareholders' meeting. However, since approval requires more than 66.7% of voting rights, the side that wins the support of the National Pension Service and minority shareholders is expected to prevail once again.

According to Law Firm Sejong, representing the three-party alliance of Chairman Shin Dong-guk, Hanmi Pharmaceutical Group Chairwoman Song Young-sook, and Hanmi Pharmaceutical Group Vice Chairwoman Lim Joo-hyun, the alliance filed a request on the 29th to convene an extraordinary general meeting of Hanmi Science.

There are two agenda items in the request. The first (No. 1) is to change the number of board members of Hanmi Science, currently capped at 10 in the articles of incorporation, to 12. The second (No. 2) is to appoint three new directors (two inside directors and one other non-executive director). The extraordinary general meeting is expected to be held approximately two months after the request date. The exact date will be announced later.

Even with Large Shareholding, Securing Management Rights is Impossible... The Three-Party Alliance Chooses to 'Flip the Rules'

The convening of this extraordinary general meeting is interpreted as the three-party alliance, which has secured nearly half of the shares with confirmed friendly stakes, launching a full-scale effort to regain management control. The trio of Shin Dong-guk, Song Young-sook, and Lim Joo-hyun amassed 48.19% of shares through a sudden alliance formation on the 3rd but have yet to seize control of Hanmi Science, the holding company.

This is because the current Hanmi Science board consists of four members from the alliance side and five from the brothers’ side, leaving the alliance at a disadvantage. Moreover, Im Jong-hoon, CEO of Hanmi Science, has ousted Chairwoman Song Young-sook and established a sole representative system.

In this situation, since adding even one more director from the alliance side under the current articles of incorporation would only result in a tie, the alliance appears to be attempting to change the rules of the game entirely. Even if a dismissal motion against the brothers’ directors is raised at the extraordinary general meeting, it requires a special resolution with at least two-thirds approval, making the success of dismissal uncertain despite the alliance’s combined friendly shares. Therefore, the alliance’s strategy is to amend the articles of incorporation to increase the number of directors, allowing the alliance to hold seven seats and surpass the brothers’ five.

The three-party alliance explained their purpose, stating, "Through the approval of this agenda, we will quickly stabilize the management situation of Hanmi Pharmaceutical Group, which has raised concerns in the market," and added, "We will establish a ‘Korean-style advanced governance system’ that harmonizes major shareholders and professional management."

This content was produced with the assistance of AI translation services.