[Edaily Reporter NA EUN-KYUNG ] The camp of Shin Dong-guk, Chairman of Hanyang Precision, has pushed back against the appeal filed by the camp of Song Young-sook, Chairwoman of #HanmiPharm, regarding a 60 billion won claim for liquidated damages, calling it “a malicious attempt at obstruction and character assassination.”

In a statement released on the 22nd, Chairman Shin’s side stated, “This is a matter that was decided based on clear legal principles in the first trial, and considering that the court ordered the plaintiff to bear even Chairman Shin’s legal costs, it clearly demonstrates just how unreasonable this lawsuit was.” They added, “We suspect that filing an appeal despite this is an attempt to continue malicious smear campaigns.”

This lawsuit stemmed from internal conflicts within the so-called “four-party alliance,” which was formed during the management control dispute at HanmiPharm Group. Chairman Song, Hanmi Science Vice Chairman Im Ju-hyun, Chairman Shin, and the private equity firm La Défense Partners entered into a shareholders’ agreement in December 2024, centered on the joint exercise of voting rights.

The conflict began last June with the decision by Hanmi Science(008930)to invest in the Banpo Senior Care project. At that time, the Hanmi Science board of directors unanimously approved a proposal to invest approximately 16 billion won, contingent upon cooperation from Seoul St. Mary’s Hospital. Chairman Shin also voted in favor of the proposal.

However, at a follow-up board meeting held five days later, the investment proposal was rejected by a vote of 4 in favor and 6 against. The reasons for the reconsideration included the fact that Seoul St. Mary’s Hospital’s participation in the project had not been confirmed and that the recovery of the investment funds could be delayed. Chairman Shin also cast a vote against the proposal.

Chairman Song, Vice Chairman Lim, and Killington LLC—a special-purpose entity established by La Défense Partners—argued that Chairman Shin had violated the obligation to jointly exercise voting rights under the four-party agreement by reversing his position after initially agreeing to proceed with the project. Consequently, they filed a claim against Chairman Shin seeking a total of 60 billion won in liquidated damages. Liquidated damages are penalties agreed upon to be paid in the event of a breach of contract.

However, on the 1st, Civil Agreement Division 30 of the Seoul Central District Court dismissed all of the plaintiffs’ claims and ruled that the plaintiffs must bear the litigation costs.

The court ruled that the initial board resolution was made on the premise of cooperation from Seoul St. Mary’s Hospital, and that re-discussing the matter at a subsequent board meeting to verify whether the conditions had been met and to make a final decision on the investment did not constitute a breach of the shareholders’ agreement.

In particular, the court found that, apart from the fact that the four-party coalition had agreed to submit the project as a board agenda item, there was no evidence to suggest that they had definitively promised to invest. The court held that a mere change in position regarding the investment proposal was insufficient to constitute a breach of the shareholders’ agreement.

Chairman Song’s side filed an appeal against this first-instance ruling. Since they had initially argued in the lawsuit that Chairman Shin’s change in the exercise of voting rights constituted a breach of the shareholders’ agreement, the scope of obligations under that agreement and the legitimacy of reversing the investment decision are expected to be key issues in the appellate proceedings as well. However, the specific grounds for the appeal have not yet been confirmed.

Chairman Shin’s side also raised the argument that there was a potential conflict of interest regarding the Banpo Senior Care project. They pointed out that Paul Capital Korea, which led the investment in the project, is a key investor in Killington—which holds approximately 9.8% of Hanmi Science’s shares—and that a representative from La Défense Partners, which manages Killington, also served on Hanmi Science’s board of directors.

In addition, Chairman Shin’s side cited a separate lawsuit recently filed seeking 10 billion won in liquidated damages, as well as criminal complaints filed by former HanmiPharm Group executives regarding embezzlement and breach of trust related to Hanyang Precision, arguing that these constitute a series of actions targeting him. However, the claim that the motives behind the lawsuits and criminal complaints are intended to discredit Chairman Shin is merely Chairman Shin’s interpretation.

Chairman Shin’s camp stated, “Given that these are a series of strategic actions intended to check and discredit Chairman Shin, careful consideration and restrained conduct are necessary to ensure they do not adversely affect the company’s image and investors’ interests, regardless of competition among shareholders,” adding, “Regarding this appeal, we plan to respond quietly and in accordance with the law, as we have done thus far.”