Chapter 1
General Provisions click here

Article 1 (Purpose)

The purpose of these regulations is to establish the structure and operational procedures of the Board of Directors (hereinafter referred to as the “Board”) of CHA Biotech Co., Ltd. (hereinafter referred to as the “Company”).

Article 2 (Scope of Application)

Matters concerning the Board shall be governed by these regulations, except where otherwise stipulated by applicable laws or the Articles of Incorporation.

Article 3 (Authority)

1. The Board shall resolve matters prescribed by applicable laws, the Articles of Incorporation, matters delegated by the General Meeting of Shareholders, and those matters specified in Article 12 of these regulations concerning the execution of business.
2. Any business execution matters not specified in these regulations as requiring Board resolution shall be delegated to the Representative Director.
3. The Board shall supervise the performance of duties by the directors.
Chapter 2
Composition click here

Article 4 (Composition)

The Board shall consist of all directors, including outside directors, duly appointed in accordance with the laws and the Articles of Incorporation.

Article 5 (Chairman)

1. The Chairman of the Board shall be the Representative Director.
2. In the event the Representative Director is unable to perform his/her duties, the duties shall be performed by another director, as designated by the Board.

Article 6 (Attendance of Auditor)

1. The Auditor may attend Board meetings and provide opinions.
2. If the Auditor identifies actions or potential actions by a director that violate or may violate laws or the Articles of Incorporation, the Auditor must report such matters to the Board.
3. Pursuant to Article 16 of the Auditor Regulations, the Auditor shall attend regular Board meetings to report audit results following regular or special audits.
4. In accordance with Article 22 of the Auditor Regulations, the Auditor shall immediately convene a Board meeting to report matters outlined in Article 21 of the Auditor Regulations.

Article 7 (Consultation with Relevant Persons)

In deliberating on agenda items, the Board may summon relevant employees or external experts to provide explanations or opinions.
Chapter 3
Meetings click here

Article 8 (Types of Meetings)

1. The Board shall convene both regular and special meetings.
2. Regular meetings shall be held annually at the Company’s headquarters, although the timing and location may be adjusted as necessary.
3. Special meetings shall be convened as required.

Article 9 (Convening Authority)

1. Board meetings shall be convened by the Chairman.
2. In the event the Chairman is unable to perform his/her duties, the duties shall be performed in accordance with Article 5, Paragraph 2, by the designated director.
3. If necessary, the Auditor may convene a Board meeting pursuant to Article 21 of the Auditor Regulations.

Article 10 (Convening Procedure)

1. The Chairman shall notify each director and the Auditor of the date, time, location, and agenda of the Board meeting at least three (3) days in advance.
2. If all directors and the Auditor consent in advance, the meeting may be convened without such notice.

Article 11 (Resolution Method)

1. Resolutions of the Board shall require the attendance of a majority of directors and approval by a majority of those present. <Amended April 26, 2017>
2. Outside directors must be present for matters specified in Article 12, Paragraph 1 (4), (6), (7), (12), Paragraph 3 (1), (2), Paragraph 5 (1), and Paragraph 7 (2). However, in cases where attendance is not feasible due to unavoidable circumstances, voting rights may be exercised vi< fax or teleconference>
3. The method for adopting resolutions on matters specified in Article 12, Paragraph 7 (2), shall adhere to the “Regulation on Non-Op<rational Transactions.>
3. Directors with a special interest in a resolution shall not exercise votin< rights on that matter>
4. Voting rights disqualified under Paragraph 4 shall not be counted toward the total number of voting rights of the directors present at the meeting.

Article 12 (Matters for Resolution)

The following matters shall require resolution by the Board:
1. Matters requiring resolution under the Commercial Act and the Articles of Incorporation:
(1) Convening of the General Meeting of Shareholders (Article 362 of the Commercial Act, Article 17 of the Articles of Incorporation)
(2) Approval of business reports and financial statements (Article 447 of the Commercial Act)
(3) Appointment of Representative Directors, etc. (Article 389 of the Commercial Act, Article 24 of the Articles of Incorporation)
(4) Determination of new share issuance and disposition of forfeited shares (Article 416 of the Commercial Act, Articles 9 and 10 of the Articles of Incorporation)
(5) Capitalization of reserves (Article 461 of the Commercial Act)
(6) Issuance of convertible bonds (Article 513 of the Commercial Act, Article 15 of the Articles of Incorporation)
(7) Issuance of bonds with stock options (Article 516-2 of the Commercial Act, Article 16 of the Articles of Incorporation)
(8) Issuance of bonds (Article 469 of the Commercial Act)
(9) Establishment, relocation, or closure of branches (Article 393 of the Commercial Act, Article 3 of the Articles of Incorporation)
(10) Reduction of capital (Article 438 of the Commercial Act)
(11) Granting stock options (Article 340-2 of the Commercial Act, Article 10 of the Articles of Incorporation)
(12) Transfer, acquisition, or lease of business operations (Article 374 of the Commercial Act)
(13) Amendment of the Articles of Incorporation (Article 434 of the Commercial Act)
(14) Merger or demerger of the Company (Article 522, Article 530-3 of the Commercial Act)
(15) Stock split (Article 329-2 of the Commercial Act)
2. Matters concerning Company management:
(1) Determination and modification of fundamental management policies
(2) Short-term and long-term business plans
(3) Development of new businesses or products
(4) Capital plans and basic budgets
3. Organizational matters:
(1) Establishment and amendment of key organizational structures
(2) Formulation and revision of key internal regulations
4. Personnel matters:
(1) Determination of staffing levels
(2) Appointment of senior employees (non-registered executives)
5. Asset-related matters:
(1) Investment decisions exceeding KRW one billion (KRW 1,000,000,000) (excluding financial products from financial institutions)
(2) Execution of significant contracts exceeding KRW 1 billion (KRW 1,000,000,000)
(3) Acquisition or disposition of major assets exceeding KRW 1 billion (KRW 1,000,000,000)
(4) Disposal of deficits
(5) Installation or closure of major facilities exceeding KRW 2 billion (KRW 2,000,000,000)
6. Long-term funding matters:
(1) Issuance of new shares
(2) Issuance of bonds
(3) Borrowing of funds
7. Miscellaneous:
(1) Initiation of significant litigation and settlements
(2) Matters outlined in Article 2 of the "Regulation on Non-Operational Transactions"
(3) Other matters stipulated by law, the Articles of Incorporation, or deemed necessary by the Representative Director.

Article 13 (Ex Post Facto Ratification and Reporting)

In cases of urgency where a Board resolution cannot be obtained in advance, the Chairperson of the Board, after consultation with the responsible director, may take provisional action. However, such actions must be promptly reported to the Board, and subsequent approval must be obtained without delay.
For significant operational matters involving Company assets that fall below the prescribed threshold outlined in Article 12, the Representative Director shall provide reports to the Board as necessary.

Article 14 (Delegation of Authority)

Matters requiring Board approval, except for those mandated by law or stipulated in the Articles of Incorporation, may be delegated to the Representative Director for final decision-making pursuant to a resolution by the Board.

Article 15 (Minutes of Meetings)

1. Detailed minutes shall be prepared for all Board discussions and resolutions.
2. The minutes shall document the proceedings and resolutions, and must be signed or sealed by all directors and auditors in attendance.
3. The original minutes shall be maintained and preserved by the Strategic Planning Office. <Amended April 26, 2017>

Article 16 (Travel and Transportation Expenses)

Non-executive directors attending Board meetings may receive reimbursement for travel and transportation expenses, as determined by the Representative Director.

Supplementary Provisions

① These regulations shall come into effect as of November 28, 2013.
② These regulations shall come into effect as of April 26, 2017.
③ These regulations shall come into effect as of April 26, 2018.

Board Composition

CHA Biotech’s Board of Directors is comprised of six (6) members, including four (4) internal directors and two (2) independent external directors. The external directors are independent and maintain no special relationship with the Company.

For more details click here

Internal directors

Name	Gender	Date of Birth	Position	Responsibilities	Major Experience	Tenure	Shares Held
Sang Hoon Oh	Male	1964.01	CEO	Overall management	Graduate of Sogang University, Economics Director, Samsung Electronics Chairman's Office Head of Strategic Planning, Samsung Electronics CEO, Samsung Fire & Marine Insurance USA CEO, CHA Health Systems USA	2019.03 ~ present	Common shares 27,300 shares
Jong Kook Song	Male	1960.07	President	Internal directors	Graduate of Shinheung Health College, Radiology Director, Seonggwang Medical Foundation Vice President, CHA Biotech CEO, CHA Cares (Present)	2006.01 ~ present	-
Yoon Sang Park	Male	1960.02	Director	Internal directors	Graduate of Yeungnam University, Economics Accounting Team, LG Electronics CFO, Seonggwang Medical Foundation (Present)	2018.03 ~ present	-
Sang Kyu Lee	Male	1952.03	Director	Internal directors	Head of Management Support, Seonggwang Medical Foundation Deputy Director of Administration, Bundang CHA Medical Center	2020.03 ~ present	-

External directors

Name	Gender	Date of Birth	Position	Responsibilities	Major Experience	Tenure	Shares Held
Hee jin Kim	Female	1960.06	Board of Directors	Management Consultation and Supervision	Chair, Lottery Committee, Ministry of Strategy and Finance Member, Press Arbitration Committee Director, Communication Research Institute, Yonsei University	2022.03 ~ present	Common shares 2,000 shares
Tae Joon Jun	Male	1947.06	Board of Directors	Management Consultation and Supervision	External Director, K-Labs Co. Head of Management Support, Seonggwang Medical Foundation Director of External Relations, CHA University	2022.03 ~ present	-

Auditor

Name	Gender	Date of Birth	Position	Responsibilities	Major Experience	Tenure	Shares Held
Chang Ho Kim	Male	1953.12	Full-time Auditor	Audit tasks	Graduate of Hongik University, Business Administration External Director, Hynix Semiconductor CEO, CHA Cares Co.	2017.03 ~ present	-

Internal directors

Name	Gender	Date of Birth	Position	Responsibilities
Sang Hoon Oh	Male	1964.01	CEO	Overall management

Major Experience	Tenure	Shares Held
Graduate of Sogang University, Economics Director, Samsung Electronics Chairman's Office Head of Strategic Planning, Samsung Electronics CEO, Samsung Fire & Marine Insurance USA CEO, CHA Health Systems USA	2019.03~present	Common shares 27,300 shares

Name	Gender	Date of Birth	Position	Responsibilities
Jong Kook Song	Male	1960.07	President	Internal directors

Major Experience	Tenure	Shares Held
Graduate of Shinheung Health College, Radiology Director, Seonggwang Medical Foundation Vice President, CHA Biotech CEO, CHA Cares (Present)	2006.01~present	-

Name	Gender	Date of Birth	Position	Responsibilities
Yoon Sang Park	Male	1960.02	Director	Internal directors

Major Experience	Tenure	Shares Held
Graduate of Yeungnam University, Economics Accounting Team, LG Electronics CFO, Seonggwang Medical Foundation (Present)	2018.03~present	-

Name	Gender	Date of Birth	Position	Responsibilities
Sang Kyu Lee	Male	1952.03	Director	Internal directors

Major Experience	Tenure	Shares Held
Head of Management Support, Seonggwang Medical Foundation Deputy Director of Administration, Bundang CHA Medical Center	2020.03~present	-

external directors

Name	Gender	Date of Birth	Position	Responsibilities
Hee jin Kim	Female	1960.06	Board of Directors	Management Consultation and Supervision

Major Experience	Tenure	Shares Held
Chair, Lottery Committee, Ministry of Strategy and Finance Member, Press Arbitration Committee Director, Communication Research Institute, Yonsei University	2022.03~present	Common shares 3,000 shares

Name	Gender	Date of Birth	Position	Responsibilities
Tae Joon Jun	Male	1947.06	Board of Directors	Management Consultation and Supervision

Major Experience	Tenure	Shares Held
External Director, K-Labs Co. Head of Management Support, Seonggwang Medical Foundation Director of External Relations, CHA University	2022.03~present	-

Auditor

Name	Gender	Date of Birth	Position	Responsibilities
Chang Ho Kim	Male	1953.12	Full-time Auditor	Audit tasks

Major Experience	Tenure	Shares Held
Graduate of Hongik University, Business Administration External Director, Hynix Semiconductor CEO, CHA Cares Co.	2017.03~present	-

Board Activities

The Board of Directors operates in accordance with the Articles of Incorporation and CHA Biotech’s internal regulations governing Board activities. Below is a summary of the Board's proceedings and key resolutions for the past three (3) years.

2023

Board Proceedings (Chair: Sang Hoon Oh, CEO) click here

Download Board Activities

Meeting No.	Date	Agenda	Resolution	Attendance
11	2023.12.07	Approval for participation in subsidiary’s capital increase	Approved	6/7
10	2023.10.17	Amendment to the subsidiary’s convertible bond agreement	Approved	7/7
		Approval for conversion of bonds	Approved
		Participation in subsidiary's capital increase	Approved
9	2023.09.22	Execution of shareholder agreement with a new investor in a subsidiary	Approved	6/7
8	2023.08.28	Approval of additional amendment to the shareholder agreement with the subsidiary’s investor	Approved	7/7
7	2023.08.14	Guarantee for subsidiary’s financial borrowing from an institution	Approved	7/7
6	2023.08.01	Sale of trademark rights	Approved	7/7
		Loan to subsidiary	Approved
		Extension of loan maturity	Approved
		Loan to third party	Approved
		Execution of shareholder agreement with new shareholder of a subsidiary	Approved
5	2023.05.03	Extension of loan maturity for subsidiary	Approved	7/7
4	2023.04.11	Subscription for convertible bonds issued by subsidiary	Approved	6/7
3	2023.03.31	Appointment of an additional CEO	Approved	6/7
3	2023.03.31	Cancellation of stock options	Approved	6/7
2	2023.03.16	Revision of consolidated financial statements for FY22	Approved	6/6
2	2023.03.16	Convening of the 21st Annual General Meeting of Shareholders	Approved	6/6
1	2023.03.02	Approval of the 21st consolidated and standalone financial statements, as well as business reports for the fiscal year ended	Approved	6/6
		Execution of a contract for the transfer of R&D assets related to Retinal Pigment Epithelium (RPE) therapy and early termination of the Phase 1/2a clinical trial for Age-Related Macular Degeneration (AMD)	Approved
		Closure of overseas liaison office	Approved

2022

Board Proceedings (Chair: Sang Hoon Oh, CEO) click here

Download Board Activities

Meeting No.	Date	Agenda	Resolution	Attendance
11	2022.12.29	Cancellation of previously granted stock options	Approved	6/6
		Issuance of new stock options	Approved
		Extension of loan maturity for a subsidiary	Approved
		Extension of loan maturity for a subsidiary	Approved
		Amendments to internal accounting management regulations	Approved
10	2022.11.30	Approval of CEO’s concurrent role as CEO of a subsidiary	Approved	6/6
10	2022.11.30	Approval of an internal director’s concurrent role as a director of a subsidiary	Approved	6/6
9	2022.08.24	Participation in capital increase of a subsidiary	Approved	6/6
9	2022.08.24	Approval of a loan to a subsidiary	Approved	6/6
8	2022.07.28	Issuance of stock options	Approved	6/6
		Extension of loan maturity for a subsidiary	Approved
		Approval of CEO’s concurrent role as an internal director of a subsidiary	Approved
7	2022.06.27	Acquisition of convertible bonds issued by a subsidiary	Approved	6/6
7	2022.06.27	Conversion of convertible bonds into shares of a subsidiary	Approved	6/6
6	2022.05.24	Execution of an amendment agreement regarding shareholding and operational rights of a subsidiary	Approved	6/6
		Acquisition of convertible bonds issued by a subsidiary	Approved
		Conversion of convertible bonds into shares of a subsidiary	Approved
		Approval of joint guarantee for a subsidiary’s financial borrowings	Approved
5	2022.03.29	Appointment of Chief Executive Officer	Approved	6/6
5	2022.03.29	Approval of CEO’s concurrent role as an internal director of a subsidiary	Approved	6/6
4	2022.03.14	Convening of the 20th Annual General Meeting of Shareholders	Approved	6/6
3	2022.02.28	Approval of the 20th consolidated and standalone financial statements, as well as business reports for the fiscal year ended	Approved	6/6
		Cancellation of stock option grants	Approved
		Approval of loan to a subsidiary	Approved
2	2022.02.23	Approval of loan agreement	Approved	6/6
1	2022.01.20	Approval of construction contract	Approved	6/6

2021

Board Proceedings (Chair: Sang Hoon Oh, CEO) click here

Download Board Activities

Meeting No.	Date	Agenda	Resolution	Attendance
7	2021.12.27	Approval of the acquisition of convertible bonds issued by a subsidiary	Approved	6/6
7	2021.12.27	Approval of the conversion of subsidiary-issued convertible bonds into equity	Approved	6/6
6	2021.12.15	Extension of loan maturity for a subsidiary	Approved	6/6
6	2021.12.15	Approval of capital commitment to a fund established by a subsidiary	Approved	6/6
5	2021.08.23	Extension of loan maturity for a subsidiary	Approved	6/6
5	2021.08.23	Approval for the acquisition of convertible bonds issued by a subsidiary	Approved	6/6
4	2021.05.28	Participation in capital increase for a U.S. subsidiary	Approved	6/6
4	2021.05.28	Amendment to internal information management regulations	Approved	6/6
3	2021.03.11	Correction of the 19th consolidated and standalone financial statements	Approved	6/6
		Convening of the 19th Annual General Meeting of Shareholders	Approved
		Approval of participation in the capital increase of a subsidiary	Approved
2	2021.02.25	Approval of the 19th consolidated and standalone financial statements and business report for the fiscal year ended	Approved	6/6
2	2021.02.25	Issuance of stock options	Approved	6/6
1	2021.01.19	Extension of loan maturity for a subsidiary	Approved	6/6

CHA Network

Company Name CHA Biotech Co., Ltd.
CEO Sang Hoon Oh

[Main Office] CHA Bio Complex, 335 Pangyo-ro, Bundang-gu, Seongnam-si, Gyeonggi-do, 13488

TEL: +82-31-881-7400
FAX: +82-31-881-7524

[Headquarter] PIE’N POLUS Building, 442 Dosan-daero, Gangnam-gu, Seoul

Affiliates

Global Healthcare

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