Boryung announced on the 28th that it held its 63rd Extraordinary General Meeting of Shareholders at the Boryung Building in Jongno-gu, Seoul, and approved the proposal for a spin-off plan regarding the ETC sales division as originally proposed. A separate proposal regarding the holding and disposal of treasury stock was also approved.
The effective date of the spin-off is January 4 of next year. Boryung, a listed company, will remain the surviving entity and hold a 100% stake in the newly established unlisted company, Boryung Pharma Solutions.
This spin-off is a measure aimed at enhancing operational efficiency in each business segment in line with the expansion of its product portfolio. Boryung plans to add 26 in-house products and 16 licensed products by 2030. The company envisions a structure where Boryung handles research, development, and production, while Boryung Pharma Solutions manages everything from sales and marketing to post-launch performance management for the expanding product portfolio.
Kim Jeong-kyun, CEO of Boryung, explained that even after the spin-off, shareholders will continue to benefit from the performance of both businesses through their holdings of Boryung stock. He also emphasized that management will fulfill its responsibilities by allocating the necessary resources to each business and monitoring the execution process and results, ensuring that the spin-off leads to Boryung’s sustained growth.
CEO Kim drew a clear line regarding the possibility of listing the subsidiary following the asset spin-off. He explained that the statement in the public disclosure—"We have no plans to apply for a preliminary listing review within five years of the spin-off"—does not imply that a listing is planned after five years.
Under stock exchange regulations, the listing of a subsidiary resulting from a spin-off requires the consent of the parent company’s shareholders, and this requirement is not waived even after five years. CEO Kim stated, “The structure does not allow for a listing without the consent of general shareholders.” The articles of incorporation of the newly established subsidiary also stipulate that the parent company must be notified prior to a listing, and the process may proceed only if the parent company expresses its approval.
Meanwhile, at the general shareholders’ meeting held that day, a proposal to dispose of 1,774,000 shares out of the 3,597,096 treasury shares held by the company for employee compensation purposes was also approved. Of these, 445,000 shares will be distributed to all 1,780 employees via stock grants, with each employee receiving 250 shares.
This is a universal distribution, with all employees receiving the same number of shares regardless of job title or performance. Boryung explained that this decision was made to foster a “culture of ownership” in which employees, as shareholders, share in the company’s growth and success.
