Shareholder Composition

As of December 31, 2024, the Company’s shareholder composition is as follows:

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Shareholder Rights Protection

CHA Biotech is committed to safeguarding the rights of its shareholders through the following measures.

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    General Meeting of Shareholders
    The General Meeting of Shareholders is the highest decision-making body of the Company, constituted by its shareholders. In compliance with applicable laws and the Company’s Articles of Incorporation, the Company holds an annual General Meeting to discuss and decide upon key business matters, providing a platform for shareholders to express their views on corporate management. The Company participates in the "Voluntary Compliance Program for the Dispersal of General Meetings" but, due to unavoidable circumstances such as the fiscal year-end schedule, the 2024 Annual General Meeting was held on a concentrated date.
    Electronic Voting and Proxy Solicitation
    To ensure shareholder rights and facilitate decision-making, the Company adopted an electronic voting system in accordance with Article 368-4 of the Commercial Act and a proxy solicitation system under Article 160(5) of the Enforcement Decree of the Capital Markets Act by Board resolution on February 29, 2016. Shareholders registered as of the record date are duly notified about these systems through official notices and the Company’s website.
    Prevention of Information Disparities
    The Company endeavors to provide timely, accurate information to investors through disclosures, press releases, and its website, ensuring transparency regarding the Company’s business status, strategy, and risks. Additionally, the Company fosters improved communication with investors through earnings presentations, IR meetings, and both domestic and international non-deal roadshows (NDR), providing clear and transparent information.
Recent Annual General Meeting Results

Below are the voting results from the 23rd Annual General Meeting of Shareholders for the 2024 fiscal year, held on March 31, 2025.

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    • 1. Fiscal Year: 23rd Term (FY2024)
    • 2. Date & Time: March 31, 2025 (Monday) at 10:00 AM
    • 3. Venue: International Conference Hall, B2, Gyeonggi Center for Creative Economy & Innovation, 12 Daewangpangyo-ro 645beon-gil, Bundang-gu, Seongnam-si, Gyeonggi-do, Korea
    • 4. Attendance: 26,300,825 shares (44.9% of total voting shares issued)
      • Major shareholder & related parties: 29.7%
      • Foreign investors: 5.7%
      • Institutional investors: 3.4%
      • Minority shareholders, etc.: 6.1%
    • 5. Items
      Matters Reported
      • Audit Report (Presented by Kim Chang-ho, Full-time Auditor)
      • Business Report (Presented by Oh Sang-hoon, CEO)
      • Report on the Operation of the Internal Accounting Control System (Presented by Oh Sang-hoon, CEO)
      Agenda Items and Resolutions
      • Agenda Item 1: Approval of the Financial Statements for the 23rd Term (FY 2024) (including the Proposed Deficit Disposition Statement) ▶ Resolution: Approved as proposed (In favor: 98.5%)
      • Agenda Item 2: Approval of Capital Reserve Reduction and Transfer to Retained Earnings → Approved as proposed (In favor: 99.5%)
      • Agenda Item 3: Amendments to the Articles of Incorporation
      • Agenda 3-1: Amendment to Article 23 (Number of Directors and Auditors) → Approved as proposed (In favor: 82.4%)
      Pre-Amendment Provisions Article 23 (Number of Directors and Auditors) ① The Company shall have not less than 3 but not more than 12 directors, and at least one-quarter of the total number of directors shall be outside directors. The Company shall have at least one auditor. (Amended on Mar. 31, 2017)
      ② [Deleted] (May 9, 2014)
      Post-Amendment Provisions Article 23 (Number of Directors and Auditors) ① The Company shall have not less than three (3) but not more than four (4) directors, and at least one-fourth (¼) of the directors shall be outside directors. The Company shall have one (1) auditor. (Amended on March 31, 2017)
      ② [Deleted] (May 9, 2014)
      Purpose of Amendment Textual revision (To ensure management stability and enhance decision-making efficiency)
      • Agenda 3-2: Amendment to Article 21 (Voting Rights) → Approved as proposed (In favor: 79.3%)
      Pre-Amendment Provisions ① Each share shall have one voting right at a general meeting of shareholders.
      ② [Deleted] (Mar. 27, 2009)
      Post-Amendment Provisions Article 21 (Voting Rights) ① Each share shall confer one (1) voting right at the general meeting of shareholder
      ② The Company shall not adopt the cumulative voting system under Article 382-2 of the Korean Commercial Code in the election of directors.
      ③ [Deleted] (March 27, 2009)
      Purpose of Amendment Textual revision (Restoration of deleted clause)
      (To ensure management stability and enhance decision-making efficiency)
      • Agenda 3-3 (Shareholder Proposal): Insertion of Article 10-5 (Restrictions on New Share Issuance) → Rejected (In favor: 12.2%)
      Pre-Amendment Provisions New Provision
      Post-Amendment Provisions Article 10-5 (Restrictions on New Share Issuance) In the event the Company issues new shares by a resolution of the Board of Directors, the issuance shall be made in accordance with the following methods. However, if the new shares to be issued exceed 10% of the total number of shares issued, the issuance shall require additional approval by special resolution at a general meeting of shareholders.
      Purpose of Amendment Shareholder proposal
      (To prevent potential shareholder value dilution from excessive capital increases)
      • Agenda 3-4 (Shareholder Proposal): Insertion of Article 17-2 (Advisory Shareholder Proposals) → Rejected (In favor: 11.9%)
      Pre-Amendment Provisions New Provision
      Post-Amendment Provisions Article 17-2 (Advisory Shareholder Proposals) ① A shareholder holding at least 3% of the total issued shares excluding non-voting shares, or a shareholder holding at least 1% of the total issued shares excluding non-voting shares continuously for at least six months, may, even on matters not stipulated by law or the Articles of Incorporation as subject to a general meeting resolution, submit to the directors, in writing or by electronic means, at least six weeks prior to the date of the general meeting (in case of the annual general meeting, six weeks prior to the corresponding date of the previous year’s AGM), a proposal (an “Advisory Shareholder Proposal”) to be included as an agenda item concerning matters such as the Company’s capital structure, governance reform, executive compensation policy, or shareholder return policy.
      ② The shareholder under Paragraph 1 may also request the directors, in writing or by electronic means, at least six weeks prior to the general meeting date, to include the summary of such agenda in the notice and public announcement of the general meeting pursuant to Article 363 of the Korean Commercial Act and Article 17 of these Articles of Incorporation.
      ③ If an Advisory Shareholder Proposal is submitted, the directors shall report it to the Board, and unless it violates laws or the Articles of Incorporation, the Board shall include it as an agenda item for the general meeting. In such case, if requested by the proposing shareholder, the shareholder shall be given an opportunity to explain the proposal at the general meeting.
      ④ Resolutions on Advisory Shareholder Proposals shall be made in accordance with Article 19.
      ⑤ If an Advisory Shareholder Proposal is approved at the general meeting, the Company shall report at the first subsequent annual general meeting the status of implementation and specific details thereof; if not implemented, the reasons shall be reported and disclosed.
      Purpose of Amendment Shareholder proposal
      • Agenda Item 4: Election of Directors (This agenda item will be tabled if Agenda Item No. 3-2 is approved.)
      • Agenda Item 4-1: Election of Inside Director – Mr. Seok-Yoon Choi -> Approved as proposed (In favor: 87.0%)
      Candidate Name Date of Birth Term Status Nominator
      Seok-Yoon Choi November 23, 1959 3 years New Appointment Board of Directors
      Primary Occupation Career (Past 10 years) Shareholding
      Period Details
      Business Executive 2024.01 – Present CEO, PM&A Consulting None
      2021.01 – 2023.12 Advisor, Meritz Securities None
      2018.11 – 2020.12 President, Meritz Fire & Marine Insurance (Corporate Division) None
      2016.03 – 2019.02 Adjunct Professor, Seoul National University College of Business None
      2011.08 – 2015.07 Co-Head, Goldman Sachs Korea None
      Relationship with Major Shareholder None
      Relationship with the Company None
      Transactions with the Company (Last 3 years) None
      Tax Delinquency (Last 5 years) None
      Involvement in Insolvent Companies (Last 5 years) None
      Disqualification under Law None
      • Agenda Item 4-2: Reappointment of Outside Director – Mr. Tae-Jun Jeon -> Approved as proposed (In favor: 86.9%)
      Candidate Name Date of Birth Term Status Nominator
      Tae-Jun Jeon June 12, 1947 3 years Reappointment (Consecutive Term) Board of Directors
      Primary Occupation Career (Past 10 years) Shareholding
      Period Details
      Outside Director 2022.03 – Present Outside Director, CHA Biotech Co., Ltd. None
      2018.11 – 2023.01 Outside Director, Carelabs Co., Ltd. None
      2012.11 – 2017.10 Head of Management Support, Sungkwang Medical Foundation None
      Relationship with Major Shareholder None
      Relationship with the Company None
      Transactions with the Company (Last 3 years) None
      Tax Delinquency (Last 5 years) None
      Involvement in Insolvent Companies (Last 5 years) None
      Disqualification under Law None
      • Agenda Item 4-3: Election of Outside Director – Mr. Min-Jae Lee (Shareholder Proposal) -> Rejected (In favor: 12.4%)
      Candidate Name Date of Birth Term Status Nominator
      Min-Jae Lee February 3, 1971 3 years New appointment (Shareholder proposal) -
      Primary Occupation Career (Past 10 years) Shareholding
      Period Details
      Certified Public Accountant 2023 – Present Auditor, ISTN Co., Ltd. None
      2017 – Present CEO, Sejeong Accounting Corporation None
      2007 – 2016 Hanshin Accounting Corporation None
      Relationship with Major Shareholder None
      Relationship with the Company None
      Transactions with the Company (Last 3 years) None
      Tax Delinquency (Last 5 years) None
      Involvement in Insolvent Companies (Last 5 years) None
      Disqualification under Law None
      • Agenda Item 4-4: Election of Outside Director – Mr. Sang-Won Hwang (Shareholder Proposal) -> Rejected (In favor: 0.3%)
      Candidate Name Date of Birth Term Status Nominator
      Sang-Won Hwang November 11, 1969 3 years New appointment (Shareholder proposal) -
      Primary Occupation Career (Past 10 years) Shareholding
      Period Details
      Certified Public Accountant 2017.04 – Present Director, Sejeong Accounting Corporation None
      Relationship with Major Shareholder None
      Relationship with the Company None
      Transactions with the Company (Last 3 years) None
      Tax Delinquency (Last 5 years) None
      Involvement in Insolvent Companies (Last 5 years) None
      Disqualification under Law None
      • Agenda Item No. 5: Election of Two Directors by Cumulative Voting -> Not tabled, as directors were elected under Agenda Item No. 4.
      • Agenda Item No. 6: Election of Auditor -> Not tabled, as additional auditor election is not permitted under Agenda Item No. 3-1.
      • Agenda Item No. 7: Approval of Directors’ Remuneration Limit(FY2025: KRW 2.0 billion) -> Approved as proposed (Votes in favor: 97.7%)
      • Agenda Item No. 8: Approval of Auditor’s Remuneration Limit(FY2025: KRW 200 million) -> Approved as proposed (Votes in favor: 99.2%)
      • Agenda Item No. 9: Adoption of Advisory Shareholder Proposal -> Not tabled, as Agenda Item No. 3-4 was rejected.
Dividend Information

CHA Biotech’s dividend-related details are as follows.

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    Dividend History
    Category 23rd 22nd 21st 20th 19th
    (2024) (2023) (2022) (2021) (2020)
    Face Value per Share(KRW) 500 500 500 500 500
    Net Income
    (Separate Financials, KRW 1miilion)
    52,696 1,407 -61,893 -8,818 -7,080
    Total Cash Dividends
    (KRW 1miilion)
    - - - - -
    Total Stock Dividends
    (KRW 1miilion)
    - - - - -
    Cash Dividend Payout Ratio
    (Separate Financials, %)
    - - - - -
    Cash Dividend Yield (%) Common Stock - - - - -
    Preferred Stock - - - - -
    Stock Dividend Yield (%) Common Stock - - - - -
    Preferred Stock - - - - -
    Cash Dividend per Share(KRW) Common Stock - - - - -
    Preferred Stock - - - - -
    Stock Dividend per Share(Shares) Common Stock - - - - -
    Preferred Stock - - - - -
    Dividend Policy
    In accordance with the Company’s articles of incorporation, dividends may be paid in cash or in kind. Pursuant to Article 462 of the Commercial Act, the Company seeks to implement a shareholder return policy through profit distribution while maintaining financial soundness via internal reserves, taking into account the business environment.
    The Company is committed to implementing a shareholder-friendly dividend policy while enhancing corporate value. To this end, it aims to secure competitiveness in its core business of cell therapy development and secure growth engines for sustained profitability.