[Edaily Reporter NA EUN-KYUNG ] Dx & Vx(180400)(Dx & Vx) has requested a special audit to examine the appropriateness of approximately 70 billion won in investments and financial support provided by HanmiPharm(128940)to overseas biotech companies. Dx & Vx, whose largest shareholder is Chairman Lim Jong-yoon—the eldest son of the late HanmiPharm Group founder Chairman Lim Seong-ki—urged the HanmiPharm Board of Directors to conduct an independent investigation, specifying that the scope should include the compensation of his mother, Chairwoman Song Young-sook, and her corporate credit card usage records.

DXVX announced on the 23rd that it had sent a shareholder letter to HanmiPharm’s board of directors and audit committee requesting an independent special audit. It identified three areas for investigation: △ investments and financial support related to Aptose Biosciences; △ Chairwoman Song Young-sook’s position, compensation, and corporate credit card usage; and △ the leakage of internal company documents and the expenditure of public relations funds.

Dx & Vx is a KOSDAQ-listed biotech company whose largest shareholder is Chairman Lim Jong-yoon, the eldest son of the late Chairman Lim Seong-ki, founder of the HanmiPharm Group, and the son of Chairwoman Song Young-sook. Chairman Lim holds approximately 58.6% of Dx & Vx’s shares, and the ownership stake, including related parties, exceeds 62%. Dx & Vx is engaged in diagnostic services and new drug development.

Although Dx & Vx is not an affiliate of the HanmiPharm Group, it holds shares in Hanmi Science(008930)and HanmiPharm, and thus sent this Seohan in its capacity as a shareholder. Chairman Lim has been at odds with Chairwoman Song and Hanmi Science Vice Chairman Lim Ju-hyun during the HanmiPharm Group’s management control dispute. Since then, he has sold a significant portion of his stake in Hanmi Science and invested substantial funds into Dx & Vx, shifting his focus toward expanding his independent biotech business.

This Seohan is noteworthy because it was issued while a special audit is underway regarding the issue of uncollected receivables at Beijing HanmiPharmaceutical related to Chairman Lim Jong-yun. Previously, on the 17th of last month, the activist fund Life Asset Management requested a special audit, raising concerns about a potential conflict of interest in transactions between Beijing HanmiPharm and Runmeikang, a distribution company affiliated with the Kori Group controlled by Chairman Lim. Chairman Lim serves as the co-CEO of Beijing HanmiPharm, HanmiPharm’s Chinese subsidiary. When HanmiPharm launched an audit through an external specialized firm on the 8th of this month, Dx & Vx—of which Chairman Lim is the largest shareholder—demanded that the scope of the investigation be expanded to include allegations involving Chairwoman Song Young-sook. Dx & Vx maintains that an independent investigation of the same level is necessary not only for Beijing HanmiPharm’s accounts receivable but also for the investment in Aptose and the allegations involving Chairwoman Song Young-sook.

Aptose is a company that acquired the technology for a candidate drug for acute myeloid leukemia (AML) developed by HanmiPharm. Dx & Vx demanded verification of the actual disbursement details for the approximately 56.8 billion won in loans and the total investment and financial support of approximately 70 billion won mentioned in related media reports. Specifically, DXVX maintains that it is necessary to examine whether the valuation of the company at the time of the investment, the loan terms, the likelihood of repayment, and the collateral and debt protection measures were appropriate. The firm explained that rather than concluding management’s liability based solely on the investment results, it is essential to verify whether reasonable judgments were made based on sufficient information available at the time of decision-making.

Chairman Song’s compensation and corporate credit card usage were also identified as subjects for investigation. Dx & Vx requested verification of Chairman Song’s position, the basis for his compensation, his compensation and economic benefits by period, and the business relevance and approval procedures for corporate credit card expenditures. It argued that the factual basis of recent reports claiming his compensation was denied, as well as whether past payment records were being re-examined, should also be investigated.

However, Dx & Vx also noted in the Seohan that HanmiPharm had explained the relevant expenditures as executive welfare benefits, gifts, and business travel expenses. The company explained that the intent was to verify the facts through relevant supporting documentation without prejudging the validity of the allegations.

The circumstances surrounding the external disclosure of internal company documents and the use of public relations funds were also included in the scope of the investigation. Dx & Vx demanded verification of the authority to disclose internal documents and the approval procedures, the appropriateness of external public relations and consulting contracts, and whether the company’s budget was used in accordance with the objective of enhancing corporate value.

DXVX maintains that the special audit must be conducted by an external professional organization independent of the subjects of the investigation and any interested parties. It also requested the preservation of relevant evidence, including accounting records, corporate credit card statements, approval documents, contracts, and minutes of board of directors and audit committee meetings.

Dx & Vx requested a written response within 14 days of receiving the Seohan regarding whether a special audit will be conducted, its scope, the entity responsible for conducting it, and the expected timeline. The letter also stipulated that the investigation results must be presented by November 30; if the investigation is not yet complete, the company must explain the progress made and the reasons for the delay. DXVX stated that if the investigation reveals any illegal or improper use of funds, it will consider legal measures such as recovery of funds, claims for damages, and shareholder derivative suits.

In the shareholder Seohan, Dx & Vx stated, “While a company’s value is created in the laboratory, the board of directors must uphold the market’s trust in that value,” urging independent and responsible decision-making that prioritizes the interests of all shareholders.