Shareholder Composition

As of December 31, 2023, CHA Biotech has not issued any shares other than common stock. The following outlines the Company’s shareholder composition.

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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 22nd Annual General Meeting of Shareholders for the 2023 fiscal year, held on March 29, 2024.

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    • 1. Term: 22nd General Meeting of Shareholders (Fiscal Year 2023)
    • 2. Date: March 29, 2024, 10:00 AM
    • 3. Venue: Startup Campus, Building 1, 1st Floor Conference Hall, Seongnam-si, Pangyo-ro 289-gil, Gyeonggi-do
    • 4. Items
      Matters Reported
      • Audit Report (Presented by Kim Chang-ho, Full-time Auditor)
      • Business Report (Presented by Oh Sang-hoon, Chief Executive Officer)
      • Report on the Operation of the Internal Accounting Control System (Presented by Oh Sang-hoon, Chief Executive Officer)
      Agenda Items and Resolutions
      • Agenda Item 1: Approval of the Financial Statements for the 22nd Fiscal Year (including the Proposed Deficit Disposition Statement) ▶ Resolution: Approved as presented (98.5% approval)
      • Agenda Item 2: Amendments to the Articles of Incorporation
      • Agenda Item 2-1: Amendment to Article 26 (Term of Directors) ▶ Resolution: Approved as presented (99.3% approval)
      Pre-Amendment Provisions Article 26 (Term of Directors) The term of a director shall be within three (3) years. However, if the term expires before the conclusion of the regular general meeting of shareholders convened for the fiscal year during which the term ends, the term shall be extended until the conclusion of such general meeting.
      Post-Amendment Provisions Article 26 (Term of Directors) ① The term of a director shall not exceed three (3) years. However, if the term expires before the conclusion of the regular general meeting of shareholders convened for the fiscal year during which the term ends, the term shall be extended until the conclusion of such general meeting.
      ② The term of a director appointed to fill a vacancy shall be the remainder of the predecessor's term.
      Purpose of Amendment align with the standard provisions of the articles of incorporation To align with the standard provisions of the articles of incorporation by introducing a clause regarding the term of directors appointed to fill vacancies.
      • Agenda Item 2-2: Introduction of Article 32-2 (Committees) ▶ Approved as proposed (99.5% approval)
      Pre-Amendment Provisions -
      Post-Amendment Provisions Article 32-2 (Committees) [New] ① The Company may, by resolution of the Board of Directors, establish the following committees within the Board
      1. Management Committee
      2. Audit Committee
      3. Independent Director Nomination Committee
      4. Other committees as deemed necessary by the Board
      ② The composition, authority, and operation of each committee shall be determined by resolution of the Board.
      ③ The provisions of Articles 29 and 30 shall apply mutatis mutandis to the committees.
      Purpose of Amendment align with the standard provisions of the articles of incorporation To align with the standard provisions of the articles of incorporation by introducing clauses allowing for the establishment of committees within the Board of Directors. establishment of an ESG Committee Additionally, this amendment introduces the establishment of an ESG Committee to support the Company's adoption of ESG (Environmental, Social, Governance) management practices.
      • Agenda Item 2-3: Introduction of Article 38-2 (Quarterly Dividends) ▶ Approved as proposed (99.5% approval)
      Pre-Amendment Provisions -
      Post-Amendment Provisions Article 38-2 (Quarterly Dividends) [New] ① The Company may, by resolution of the Board of Directors, declare quarterly dividends to shareholders as of the last day of March, June, and September (hereinafter referred to as the “Quarterly Dividend Record Date”).
      ② The resolution of the Board under Paragraph 1 must be made within forty-five (45) days after the Quarterly Dividend Record Date.
      ③ Quarterly dividends shall not exceed the net asset value recorded in the balance sheet of the preceding fiscal year after deducting the following:
      1. The amount of paid-in capital for the preceding fiscal year
      2. The total amount of capital reserves and earned reserves accumulated until the preceding fiscal year
      3. The amount of dividends resolved at the regular general meeting of shareholders for the preceding fiscal year
      4. Discretionary reserves accumulated until the preceding fiscal year under the articles of incorporation or resolution of the general meeting of shareholders
      5. Unrealized profits as prescribed in Article 19 of the Enforcement Decree of the Commercial Act
      6. The total amount of earned reserves to be accumulated for the relevant fiscal year due to the quarterly dividend.
      ④ Quarterly dividends shall be distributed equally to shares issued prior to the Quarterly Dividend Record Date.
      ⑤ The quarterly dividend rate for the classes of shares issued under Articles 9-2, 9-3, 9-4, and 9-5 shall be the same as that of common shares.
      Purpose of Amendment align with the standard provisions of the articles of incorporation To align with the standard provisions of the articles of incorporation by introducing clauses allowing for the establishment of committees within the Board of Directors. establishment of an ESG Committee Additionally, this amendment introduces the establishment of an ESG Committee to support the Company's adoption of ESG (Environmental, Social, Governance) management practices.
      • Agenda Item 3: Election of Directors
      • Agenda Item 3-1: Re-election of Inside Director Park Yoon-sang ▶ Approved as proposed (94.7% approval), appointment accepted
      Candidate Name Date of Birth Term New Appointment Nominator
      Yoon-sang Park February 16, 1960 3 years Reappointment (Consecutive Term) Board of Directors
      Primary Occupation Key Experience (Last 10 Years) Number of Company Shares Held
      Period Details
      Head of Finance Division, Sungkwang Medical Foundation November 1999 – Present Head of Finance Division, Sungkwang Medical Foundation None
      Relation to Major Shareholders None
      Relationship with the Company None
      Transaction History with the Company in the Last 3 Years None
      Tax Delinquency in the Last 5 Years None
      Management Role at Insolvent Companies in the Last 5 Years None
      Disqualification Under Applicable Laws None
      • Agenda Item 4: Approval of Director Compensation Limit for FY2024 (KRW 2 billion) ▶ Approved as proposed (98.5% approval)
      • Agenda Item 5: Approval of Auditor Compensation Limit for FY2024 (KRW 200 million) ▶ Approved as proposed (96.7% approval)
Dividend Information

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

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    Dividend History
    Category Current Term Previous Term Prior Term
    22nd 21st 20th
    Face Value per Share(KRW) 500 500 500
    Net Income
    (Separate Financials, KRW 1miilion)
    1,407 -61,893 -8,818
    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.