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 Statutory Auditor(s))

1. The Statutory Auditor(s) may attend meetings of the Board of Directors and state his or her opinions.
2. If the Statutory Auditor(s) recognizes that a Director has committed, or is likely to commit, an act in violation of laws and regulations or the Articles of Incorporation, the Statutory Auditor(s) shall report such fact to the Board of Directors.
3. Pursuant to Article 16 of the Audit Regulations, the Statutory Auditor(s) shall attend the Board of Directors and report the results of audits after the completion of regular audits and special audits.
4. [Deleted] (Amended on December 3, 2025)

Article 7 (Consultation with Relevant Persons)

In deliberating agenda items, the Board of Directors may require relevant employees or external persons to attend and provide explanations or present their opinions regarding such agenda items.
Chapter 3
Meetings click here

Article 8 (Types of Meetings)

1. Meetings of the Board of Directors shall be classified into regular meetings and extraordinary meetings.
2. Regular meetings of the Board of Directors shall be held on the third Wednesday at the beginning of each quarter. However, the schedule may be changed if necessary, and such meetings may be held together with an extraordinary meeting.
3. Extraordinary meetings of the Board of Directors may be held from time to time as necessary.

Article 9 (Convening Authority)

1. Meetings of the Board of Directors shall be convened by the Chairperson.
2. In the event that the Chairperson is unable to perform his or her duties, such duties shall be performed by another Director in the order determined by the Board of Directors pursuant to Article 5, Paragraph 2.
(3) [Deleted] (Amended on December 3, 2025)

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 (Method of Resolution)

1. Resolutions of the Board of Directors shall, unless otherwise provided by applicable laws and regulations or the Articles of Incorporation, be adopted by the affirmative vote of a majority of the Directors present at a meeting where a majority of the total number of Directors is present.
2. [Deleted] (Amended on December 3, 2025)
3. [Deleted] (Amended on December 3, 2025)
4. A Director who has a special interest in a resolution of the Board of Directors shall not exercise his or her voting rights in respect of such resolution.
5. The number of voting rights that cannot be exercised pursuant to the preceding paragraph shall not be counted in determining the voting rights of the Directors present.

Article 12 (Matters for Resolution)

Matters to be submitted to the Board of Directors shall be as follows:
1. Matters for resolution under the Korean Commercial Code and the Articles of Incorporation
(1) Convening of a General Meeting of Shareholders (Article 362 of the Korean Commercial Code; Article 17 of the Articles of Incorporation)
(2) Approval of the business report and financial statements (Article 447-2(1) and Article 447 of the Korean Commercial Code)
(3) Appointment of the Representative Director, etc. (Article 389 of the Korean Commercial Code)
(4) Determination of matters relating to the issuance of new shares and disposition of unsubscribed shares (Article 416 of the Korean Commercial Code; Article 165-6 of the Financial Investment Services and Capital Markets Act)
(5) Capitalization of reserves (Article 461 of the Korean Commercial Code)
(6) Issuance of convertible bonds (Article 513 of the Korean Commercial Code; Article 15 of the Articles of Incorporation)
(7) Issuance of bonds with warrants (Article 516-2 of the Korean Commercial Code; Article 16 of the Articles of Incorporation)
(8) Issuance of bonds (Article 469 of the Korean Commercial Code)
(9) Establishment, relocation, or abolition of branches (Article 393 of the Korean Commercial Code; Article 3 of the Articles of Incorporation)
(10) Reduction of capital (Article 438 of the Korean Commercial Code)
(11) Grant of stock options (Article 340-2 and Article 542-3 of the Korean Commercial Code; Article 10-3 of the Articles of Incorporation)
(12) Transfer, acquisition, or lease of business (Article 374 of the Korean Commercial Code)
(13) Amendment of the Articles of Incorporation (Article 434 of the Korean Commercial Code)
(14) Merger and division of the Company (Part III, Chapter 4, Sections 10 and 11 of the Korean Commercial Code)
(15) Stock split (Article 329-2 of the Korean Commercial Code)
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. Matters Relating to Assets
(1) Monetary investments of KRW 5 billion or more (excluding financial institution products)
(2) Execution of material contracts of KRW 5 billion or more
(3) Acquisition or disposal of material assets of KRW 5 billion or more
(4) [Deleted] (Amended December 3, 2025)
(5) Establishment, opening, or closure of material facilities of KRW 5 billion or more
6. Matters Relating to Financing
(1) Issuance of new shares
(2) Issuance of bonds
(3) Borrowing of funds
7. Miscellaneous
(1) Initiation and settlement of material litigation
(2) Matters prescribed in Article 2 of the Regulations on Non-Business Transactions
(3) Other matters delegated by the General Meeting of Shareholders, matters requiring Board resolution under applicable laws and regulations, and any other matters deemed necessary by the Board of Directors or the Chairperson

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)

① Minutes shall be prepared with respect to the proceedings of the Board of Directors.
② The minutes shall include the course of proceedings and the results thereof, and shall bear the names and seals or signatures of the Directors and Statutory Auditor(s) present.
③ The original minutes shall be kept and maintained by the department in charge of administering the Board of Directors.

Article 16 (Travel and Transportation Expenses)

Travel and transportation expenses in an amount separately determined by the Representative Director may be paid to the Directors and Statutory Auditor(s) attending the Board of Directors.

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.
④ These Regulations shall enter into force on December 3, 2025.

Board Composition

CHA Biotech’s Board of Directors is comprised of four (4) members, including three (3) internal directors and one (1) independent external directors. The external director is an independent and has no special relationship with the Company.

For more details click here

Internal directors

Name	Gender	Date of Birth	Title	Position	Key Experience	Tenure	Shares Held
Won Tae Cha	Male	1980.06	Vice Chairman	Chief Executive Officer	Ph.D. in Public Health, Yonsei University MBA, Massachusetts Institute of Technology (MIT) Master’s in Public Health, Yale University Chief Operating Officer & Director, CHA Health Systems, Inc. Director, Sungkwang Medical Foundation President, CHA University Director, CHA Medical Foundation Director, Sewon Medical Foundation Vice Chairman, CHA Hospital & Bio Group Chief Strategy Officer, CHA Biotech Co., Ltd.	2026.01 ~ present	3,062,849
Kyeong Wook Yoon	Male	1967.02	Director	Internal Director	B.A. in Business Administration, Korea University Finance Team, Samsung Electronics Director, CHA Biotech Head of Strategic Planning Division, CHA Biotech CEO, CHA Healthcare(Present) CEO, CHA AI Healthcare(Present)	2026.03 ~ present	-
Yoon Sang Park	Male	1960.02	Director	Internal Director	Graduate of Yeungnam University, Economics Accounting Team, LG Electronics CFO, Seonggwang Medical Foundation (Present)	2018.03 ~ present	-

External directors

Name	Gender	Date of Birth	Title	Position	Key Experience	Tenure	Shares Held
Sang Kyun Lee	Male	1953.06	External Director	Management Advisory / Oversight	Senior Advisor, LOTTE Corporation External Director, Kangstem Biotech	2026.01 ~ present	-

Auditor

Name	Gender	Date of Birth	Title	Position	Key Experience	Tenure	Shares Held
Jae Ho Lee	Male	1956.04	Auditor	Audit	Board of Audit and Inspection of Korea Senior Advisor, Deloitte Korea (Anjin LLC) Head of Ethics Management Support Division (Audit, Compliance, Legal), Korea Aerospace Industries Senior Advisor, Law Firm KL Partners	2026.03 ~ present	-

Internal directors

Name	Gender	Date of Birth	Title	Position
Won Tae Cha	Male	1980.06	Vice Chairman	Chief Executive Officer

Key Experience	Tenure	Shares Held
Ph.D. in Public Health, Yonsei University MBA, Massachusetts Institute of Technology (MIT) Master’s in Public Health, Yale University Chief Operating Officer & Director, CHA Health Systems, Inc. Director, Sungkwang Medical Foundation President, CHA University Director, CHA Medical Foundation Director, Sewon Medical Foundation Vice Chairman, CHA Hospital & Bio Group Chief Strategy Officer, CHA Biotech Co., Ltd.	2026.01 ~present	Common shares 3,062,849 shares

Name	Gender	Date of Birth	Title	Position
Kyeong Wook Yoon	Male	1967.02	Director	Internal Director

Key Experience	Tenure	Shares Held
B.A. in Business Administration, Korea University Finance Team, Samsung Electronics Director, CHA Biotech Head of Strategic Planning Division, CHA Biotech CEO, CHA Healthcare(Present) CEO, CHA AI Healthcare(Present)	2026.03~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	-

external directors

Name	Gender	Date of Birth	Title	Position
Sang Kyun Lee	Male	1953.06	External Director	Management Advisory / Oversight

Key Experience	Tenure	Shares Held
Senior Advisor, LOTTE Corporation External Director, Kangstem Biotech	2026.01~present	Common shares 3,000 shares

Auditor

Name	Gender	Date of Birth	Title	Position
Jae Ho Lee	Male	1956.04	Auditor	Audit

Key Experience	Tenure	Shares Held
Board of Audit and Inspection of Korea Senior Advisor, Deloitte Korea (Anjin LLC) Head of Ethics Management Support Division (Audit, Compliance, Legal), Korea Aerospace Industries Senior Advisor, Law Firm KL Partners	2026.03~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.

2025

Board Proceedings (Chair: Seok Yoon Choi, CEO) click here

Download Board Activities

Meeting No.	Date	Agenda	Resolution	Attendance
23	2025.12.29	- Approval of the Agenda for the Extraordinary General Meeting of Shareholders	Approved	3/3
		- Execution of an Amendment Agreement to the Construction Contract for Pangyo 2	Approved	3/3
		- Execution of an Amendment Agreement to the Contract for Additional Mechanical Facilities Work for Pangyo 2	Approved	3/3
		- Sale of Real Property (Internal Director Sang Kyu Lee was excluded from voting due to a conflict of interest.)	Approved	3/3
		- Sale of Issued Shares of Organoid Sciences Co., Ltd.	Approved	3/3
		- Loan to a Subsidiary	Approved	3/3
22	2025.12.22	- Subscription for Convertible Bonds Issued by a Subsidiary (Internal Director Sang Kyu Lee was excluded from voting due to a conflict of interest.)	Approved	3/3
21	2025.12.11	- Extension of the Loan Term for a Loan to a Subsidiary	Approved	3/3
21	2025.12.11	- Loan to a Subsidiary	Approved	3/3
20	2025.12.03	- Amendment to the Board of Directors Regulations	Approved	3/3
		- Amendment to the Regulations on Non-Business Transactions	Approved	3/3
		- Convening of an Extraordinary General Meeting of Shareholders	Approved	3/3
		- Loan to a Subsidiary (Internal Director Seok Yoon Choi was excluded from voting due to a conflict of interest.)	Approved	3/3
19	2025.11.19	- Third-Party Allotment Capital Increase	Approved	4/4
18	2025.11.10	- Loan to a Subsidiary	Approved	4/4
17	2025.08.22	- Extension of the Loan Term to a Subsidiary	Approved	4/4
16	2025.07.10	- Execution of a Termination Agreement to the Sale and Purchase Agreement for Co-ownership Interest in the CHA Bio Complex (CBC) (Internal Director Sang Kyu Lee was excluded from voting due to a conflict of interest.)	Approved	4/4
16	2025.07.10	- Extension of the Loan Term for Borrowings from a Financial Institution	-	4/4
15	2025.07.01	- Execution of Interior Construction Contracts for Pangyo 2 (Two Contracts)	Approved	4/4
		- Execution of a Mechanical Facilities Construction Contract for Pangyo 2		4/4
		- Extension of the Loan Term to Subsidiary (WA Innovations, LLC., U.S.)		4/4
14	2025.06.19	- Amendment to the Terms and Conditions of the 8th Convertible Bonds and Convening of a Bondholders' Meeting	Approved	4/4
		- Amendment to the Terms and Conditions of the 9th Bonds with Warrants and Convening of a Bondholders' Meeting		4/4
		- Amendment to the Terms and Conditions of Redeemable Convertible Preferred Shares		4/4
		- Loan to a Subsidiary (Internal Director Seok Yoon Choi was excluded from voting due to a conflict of interest.)		4/4
		- Extension of the Loan Term to a Subsidiary (Internal Director Yoon Sang Park was excluded from voting due to a conflict of interest.)		4/4
13	2025.06.04	- Consent to Financial Support for a Subsidiary (Internal Director Seok Yoon Choi was excluded from voting due to a conflict of interest.)	Approved	4/4
13	2025.06.04	- Consent to Financial Support for a Subsidiary (Internal Director Yoon Sang Park was excluded from voting due to a conflict of interest.)	Approved	4/4
12	2025.05.22	- Extension of the Loan Term to a Subsidiary (Internal Director Seok Yoon Choi was excluded from voting due to a conflict of interest.)	Approved	4/4
		- Amendment to the Internal Control over Financial Reporting Regulations		4/4
		- Establishment of Regulations on Related Party Transactions		4/4
11	2025.04.15	- Change to the Schedule for Issuance of New Shares through Capital Increase (Shareholder Allocation with General Public Offering of Unsubscribed Shares)	Approved	4/4
10	2025.04.10	- Loan to a Subsidiary (Internal Directors Sang Kyu Lee and Yoon Sang Park were excluded from voting due to a conflict of interest.)	Approved	4/4
10	2025.04.10	- Execution of an Agreement regarding the Pangyo 2 Construction Contract	Approved	4/4
9	2025.03.31	- Election of the Chairperson of the Board of Directors	Approved	4/4
		- Appointment of the Chief Executive Officer		4/4
		- Approval of Concurrent Positions of the Chief Executive Officer (Internal Director Seok Yoon Choi was excluded from voting due to a conflict of interest.)		4/4
8	2025.03.24	- Amendment to the Issuance of New Shares through Capital Increase (Shareholder Allocation with General Public Offering of Unsubscribed Shares)	Approved	6/6
8	2025.03.24	- Loan to a Subsidiary (Internal Directors Jong Kook Song, Sang Kyu Lee, and Yoon Sang Park were excluded from voting due to a conflict of interest.)	Approved	6/6
7	2025.03.14	- Convening of the 23rd Annual General Meeting of Shareholders	Approved	6/6
6	2025.03.10	- Amendment to the Issuance of New Shares through Capital Increase (Shareholder Allocation with General Public Offering of Unsubscribed Shares)	Approved	6/6
5	2025.02.28	- Approval of the 23rd Consolidated Financial Statements, Separate Financial Statements, and Business Report	Approved	6/6
		- Purchase of Convertible Preferred Shares Issued by a Subsidiary		6/6
		- Loan to a Subsidiary (Internal Directors Jong Kook Song, Sang Kyu Lee, and Yoon Sang Park were excluded from voting due to a conflict of interest.)		6/6
		- Consent to Financial Support for a Subsidiary (Internal Director Sang Hoon Oh was excluded from voting due to a conflict of interest.)		6/6
4	2025.02.21	- Change to the Schedule for Issuance of New Shares through Capital Increase (Shareholder Allocation with General Public Offering of Unsubscribed Shares)	Approved	6/6
3	2025.02.07	- Change to the Schedule for Issuance of New Shares through Capital Increase (Shareholder Allocation with General Public Offering of Unsubscribed Shares)	Approved	6/6
2	2025.02.06	- Provision of Payment Guarantee by the Company for Borrowings by a Subsidiary from a Financial Institution	Approved	6/6
1	2025.01.20	- Change to the Schedule for Issuance of New Shares through Capital Increase (Shareholder Allocation with General Public Offering of Unsubscribed Shares)	Approved	6/6
		- Loan to a Subsidiary (Internal Director Sang Hoon Oh was excluded from voting due to a conflict of interest.)		6/6
		- Participation in the Capital Increase of a Subsidiary (Internal Director Yoon Sang Park was excluded from voting due to a conflict of interest.)		6/6

2024

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

Download Board Activities

Meeting No.	Date	Agenda	Resolution	Attendance
18	2024.12.26	Participation in the capital increase of subsidiary	Approved	6/6
18	2024.12.26	Acquisition of the 7th Warrants, 8th Convertible Bonds, and 9th Warrants	Approved	6/6
17	2024.12.20	Issuance of new shares (rights offering with public offering of forfeited shares)	Approved	6/6
16	2024.12.19	Execution of additional amendment to shareholders’ agreement with subsidiary’s investor	Approved	6/6
15	2024.12.13	Issuance of Exchangeable Bonds	Approved	6/6
15	2024.12.13	Change of branch name	Approved	6/6
14	2024.12.05	Loan to subsidiary	Approved	6/6
14	2024.12.05	Establishment of new branch	Approved	6/6
13	2024.09.24	Participation in subsidiary’s capital increase	Approved	6/6
12	2024.08.22	Acquisition of subsidiary’s redeemable convertible preferred shares	Approved	6/6
12	2024.08.22	Extension of loan period to subsidiary	Approved	6/6
11	2024.08.06	Amendment of loan to subsidiary	Approved	6/6
		Amendment of loan to subsidiary	Approved
		Cancellation of subsidiary’s capital increase	Approved
		Cancellation of loan to subsidiary	Approved
		Cancellation of company’s guarantee for subsidiary’s borrowings	Approved
		Cancellation of company’s guarantee for subsidiary’s borrowings	Approved
		Approval of financial support for subsidiary	Approved
		Disposal of real estate	Approved
		Cancellation of stock options granted	Approved
10	2024.07.08	Subsidiary’s capital increase	Approved	6/6
		Loan to subsidiary	Approved
		Company guarantee for subsidiary’s borrowings	Approved
		Loan to subsidiary	Approved
		Loan to subsidiary	Approved
		Company guarantee for subsidiary’s borrowings	Approved
		Company’s own borrowing from financial institutions	Approved
9	2024.06.27	Cancellation of loan to subsidiary	Approved	6/6
9	2024.06.27	Loan to subsidiary	Approved	6/6
8	2024.06.21	Disposal of real estate	Approved	6/6
		Establishment of new subsidiary	Approved
		Loan to subsidiary	Approved
		Loan to subsidiary	Approved
		Cancellation of stock options granted	Approved
7	2024.05.27	Acquisition of subsidiary’s convertible bonds	Approved	6/7
7	2024.05.27	Extension of loan period to subsidiary	Approved	6/7
6	2024.05.08	Issuance of Convertible Bonds	Approved	7/7
		Issuance of Bonds with Warrants	Approved
		Third-party allocation capital increase	Approved
		Approval of loan contract	Approved
5	2024.04.11	Participation in subsidiary’s capital increase	Approved	5/7
5	2024.04.11	Approval of amended construction contract	Approved	5/7
4	2024.03.14	Report by CEO on Internal Control over Financial Reporting (ICFR)	-
		Report by Auditor on ICFR	-
		Convening of 22nd Annual General Meeting	Approved	6/7
3	2024.02.29	Approval of 22nd consolidated and separate financial statements and business report	Approved	7/7
2	2024.02.14	Loan to subsidiary	Approved	7/7
2	2024.02.14	Cancellation of stock options granted	Approved	7/7
1	2024.01.10	Amendment to guarantee terms for subsidiary’s borrowings from financial institutions	Approved	7/7
1	2024.01.10	Participation in subsidiary’s capital increase	Approved	7/7

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

CHA Network

Company Name CHA Biotech Co., Ltd.
CEO Won Tae Cha

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

TEL: +82-31-881-7400
FAX: +82-31-881-7524
IR Hotline: +82-31-780-7418

[Head Office] P&FOLUS Building, 442 Dosan-daero, Gangnam-gu, Seoul, Korea
[Business Hours] 09:00 AM – 06:00 PM

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Global Healthcare

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