OSCOTEC Inc.(039200) [Edaily Reporter KIM SAE-MI ] Kim Seong-yeon, Head of Strategic Planning (Director) at Genosco and son of the company’s founder, has found himself at the center of a management control dispute. After his father, the late Chairman Kim Jeong-geun, passed away in February of this year, he inherited shares in July and became the largest shareholder. He is now working with the second-largest shareholder to secure a seat on the board of directors. With controversy over a conflict of interest arising regarding the acquisition of Genosco’s remaining shares, investor attention is focused on the extraordinary shareholders’ meeting scheduled for the 30th.

Born in 1990, Director Kim has been in charge of business development at Genosco, a U.S. subsidiary of OSCOTEC Inc., since 2017. Since the beginning of this year, he has served as the head of strategic planning at Genosco. On July 15, he inherited 3,334,768 shares (8.72%) of OSCOTEC Inc. from his father, becoming the company’s largest individual shareholder. Combined with the 3.74% stake held by his mother, Choi Eun-sil, the mother-son pair’s combined stake totals 12.45%.

Initially, Director Kim ruled out the possibility of a management control dispute when he signed a proxy agreement with La Défense Partners last June. However, on September 16, he entered into an agreement with major shareholders, including GK Asset, to jointly exercise voting rights, marking his full-fledged entry into corporate management. The combined 12.45% stake held by Director Kim and his mother, plus the 9.80% stake held by four co-holders—including GK Asset—expanded their joint voting rights to 22.25%.

On the 17th of the same month, Director Kim’s side requested that the OSCOTEC Inc. board of directors convene an extraordinary general meeting of shareholders and demanded the abolition of the supermajority voting system—which requires approval from at least 80% of the total issued shares for the appointment or dismissal of directors—as well as the appointment of three new directors. The proposed director candidates included Ko Jong-sung, head of the R&D division at Genosco; Director Kim himself; and Park Jong-cheol, an assistant professor at Harvard Medical School in the U.S.

In response, Kim Kyu-sik, an independent director at OSCOTEC Inc., raised concerns about the possibility of Director Kim’s faction gaining control of the board. This was based on the fact that Director Kim holds approximately 13% of the shares in Genosco, the company OSCOTEC Inc. is seeking to make a wholly-owned subsidiary. Director Kim argued that if the seller of the Genosco stake were to exert influence over the board of OSCOTEC Inc.—the acquiring company—it could create a conflict of interest in the process of determining the acquisition price. In particular, he expressed concern that Director Kim’s entry onto the board could be used as a means to sell the Genosco stake at an inflated price.

In a Seohan to shareholders on the 6th, Director Kim directly refuted allegations that he was attempting to take control of the board. He stated, “Even if all three of us are appointed, we would still only account for three out of ten directors,” adding, “To describe this as a takeover of the board is untrue.” He further emphasized, “I am a candidate for a non-executive director,” explaining, “I do not intend to serve full-time or manage the company, but rather, as the largest shareholder, I intend to take responsibility for decisions made within the board.”

He also drew a clear line regarding concerns about conflicts of interest in the process of acquiring a stake in Genosco. Director Kim said, “It is already well known that I am a shareholder of Genosco,” adding, “Dr. Ko Jong-sung and I have publicly promised that, even if we are appointed as directors, we will recuse ourselves from deliberations and voting on agenda items related to Genosco’s valuation and its conversion into a wholly-owned subsidiary.”

Instead, he held the current board of directors accountable for the delay in the Genosco acquisition. Director Kim pointed out that although the company promised an independent valuation last March, the special committee was not formed until September, and the valuation report has not even been released yet. He argued that the target completion date for the acquisition has also been pushed back from the original goal of “within this year” to “before next year’s annual shareholders’ meeting.”

“I agree with Director Kim Kyu-sik’s statement that the longer the acquisition is delayed, the greater the loss to shareholders,” he said, adding, “Therefore, what is needed is to swiftly carry out the procedures promised in March according to the agreed-upon standards.” He went on to emphasize, “This extraordinary shareholders’ meeting will not delay that schedule.”

He also stressed that shareholders should decide on the method of financing the acquisition. Director Kim stated, “How to secure the acquisition funds is also a matter for shareholders to decide,” noting, “The proposal to amend the articles of incorporation to increase the total number of authorized shares was rejected directly by shareholders at the extraordinary shareholders’ meeting last December.”

The two sides also differ on the issue of abolishing the supermajority voting requirement. When Director Kim Kyu-sik proposed guaranteeing a tender offer to general shareholders in the event of a future sale of management control as a condition for agreeing to abolish the supermajority voting requirement, Director Kim countered, “The revision of this clause is not a matter to be traded off against the terms of a specific shareholder’s equity transaction.”

Director Kim plans to use this extraordinary general meeting to restore shareholder rights and strengthen the board’s expertise in new drug development. However, even if he succeeds in being appointed as a director, he still faces the challenge of resolving concerns about conflicts of interest raised during the acquisition of Genosco’s shares and demonstrating tangible results from his participation in management.

Director Kim stated, “Dr. Ko Jong-sung and Professor Park Jong-cheol are individuals who will strengthen the Board’s research decisions with their expertise in new drug development and clinical trials,” and promised, “We will discuss specific plans with management within the Board, and we will transparently explain the results to our shareholders.”

◇ Profile of Kim Seong-yeon, Head of Strategic Planning at Genosco
△Born May 1, 1990
△February 2017–2026: Business Development Manager at Genosco
△ 2026–Present: Head of Strategic Planning, Genosco
△July 2026: Became the largest individual shareholder of OSCOTEC Inc.
△September 2026: Signed an agreement with major shareholders of OSCOTEC Inc. to jointly exercise voting rights