2025 Annual General Meeting Season Review

The annual general meeting season came to a close on March 31.

Below, we introduce the shareholder campaigns conducted through HeyHolder this season and their achievements, while also offering an overall assessment of Korea Zinc’s extraordinary and annual general meetings, which HeyHolder has followed closely and covered in several columns.

1. Infovine

Infovine is a KOSDAQ-listed company that provides mobile digital certificate storage services. Despite holding more than 30% of its shares as treasury stock and well over KRW 80 billion in cash and cash equivalents, its market capitalization stood at only around KRW 40 billion until last year.

To address years of low share prices and trading volumes, we proposed the bold step of a share buyback through a tender offer and rallied shareholders representing a 15% stake, comparable to that of the largest shareholder. The company fully accepted HeyHolder’s arguments about the need for and justification of shareholder returns and repurchased a total of KRW 20 billion worth of its shares over two months. At the annual general meeting, the company also accepted HeyHolder’s shareholder proposals, increasing dividends and transferring KRW 2.5 billion in capital surplus to retained earnings in preparation for a dividend funded by a reduction in capital reserves.

As a result, the share price, previously below KRW 20,000, surged as high as KRW 38,000 before settling at its current level of around KRW 30,000. While welcoming the company’s goodwill and sincerity, we would also emphasize that it must continue its efforts to deliver shareholder returns.

2. Tplex

Tplex is a KOSDAQ-listed company that processes and manufactures stainless steel materials. Known for being family-run, the company has faced criticism since last year that its executive compensation is excessively high relative to its size, revenue, and earnings. Minority shareholders have also filed a lawsuit concerning the executive compensation ceiling.

Minority shareholders nominated former CFO Koo Hoe-chan, who is well acquainted with the company’s affairs, as a candidate for statutory auditor. With enthusiastic participation from minority shareholders, they secured proxies representing approximately 22% of all issued shares, and Koo was elected statutory auditor.

Appointing a statutory auditor does not immediately raise the share price. However, as the cases of SM Entertainment and Namyang Dairy Products illustrate, a company’s value often rises over the long term when an auditor corrects practices such as improper related-party transactions and inefficient structures.

We look forward to Koo Hoe-chan making a strong contribution as statutory auditor.

3. CCS Chungbuk Broadcasting

CCS Chungbuk Broadcasting has faced various disruptions after government authorities twice denied approval for a change in its largest shareholder. Nevertheless, individual shareholders representing more than 10% of its shares rallied through HeyHolder at one point to work toward restoring normal operations.

An application was filed with the court for permission to convene an extraordinary general meeting to dismiss the CEO and elect directors who would lead efforts to normalize management. The company subsequently placed those items on the agenda of its annual general meeting, and, after numerous twists and turns, shareholders succeeded in both dismissing the CEO and electing directors nominated by minority shareholders.

Although legal disputes remain, we hope the newly elected directors and CEO will work together to restore normal management and recover the company’s impaired value as quickly as possible.

4. Korea Zinc

The Korea Zinc dispute, which attracted nationwide attention, saw an extraordinary general meeting convened in January and an annual general meeting in March. Korea Zinc prevailed at the January extraordinary general meeting after Young Poong Precision and others transferred their Young Poong shares to the Australian affiliate SMC just before the meeting, creating a cross-shareholding relationship between Young Poong and Korea Zinc that restricted Young Poong’s voting rights, but

Young Poong appeared to gain the upper hand when an injunction ruling excluded the application of the Commercial Act’s cross-shareholding provisions on the grounds that SMC more closely resembled a limited liability company.

However, SMC transferred its Young Poong shares to its parent company, SMH, which more closely resembled a stock corporation, reestablishing the cross-shareholding relationship. This time, the court upheld the exclusion of voting rights arising from that relationship, allowing Korea Zinc to prevail at the annual general meeting as well.

In the process, Young Poong played the card of raising its stock dividend rate at its later-scheduled general meeting to break the cross-shareholding relationship. Korea Zinc countered by purchasing additional Young Poong shares off-market to restore that relationship. Once again, the contest featured a flurry of tactical maneuvers(?).

Whether Korea Zinc’s actions constituted an illegal ploy or a lawful defense strategy is a matter for the courts to decide. With the approval of an amendment to its articles of incorporation capping the number of directors at 19, and the reorganization of its board into 11 directors aligned with Chairman Choi Yun-beom and 4 aligned with Young Poong and MBK, Korea Zinc is not expected to hold any further extraordinary general meetings for the time being.

MBK is expected to face a difficult fight on several fronts as it comes under fire from the media, the public, and political circles over the Homeplus crisis. The Financial Supervisory Service has already inspected MBK and its affiliated investment advisory firms over allegations including fraudulent issuance of commercial paper (CP) and use of undisclosed information. The Korea Fair Trade Commission has also conducted on-site investigations at MBK and Homeplus over suspected unfair related-party transactions.

Meanwhile, the phase often described as “the courts’ turn” is an exceedingly protracted battle. It is difficult to predict how the courts will rule, and even a favorable outcome does not mean an immediate victory in the battle for corporate control. In that sense, it is undeniably a costly fight.

Under these circumstances, once the outcome of the injunction application to suspend the effect of the general meeting’s resolutions is known, it may be in the interests not only of all three parties but also of employees and stakeholders for Young Poong, Korea Zinc, and MBK to consider an exit strategy together.