🔗 2024-05-30 Official Statement (Full Text) from CEO Min Hee-jin’s Legal Representative, Shin & Kim

Hello. This is Shin&Kim LLC, the legal representative of ADOR CEO Min Hee-jin.

On April 22, 2024, HYBE requested ADOR to convene an Extraordinary General Meeting of Shareholders regarding the agenda to dismiss Min Hee-jin as CEO and Inside Director, and said meeting is scheduled to be held tomorrow (May 31, 2024, at 9:00 AM). However, this is a violation of the Shareholders’ Agreement concluded between CEO Min Hee-jin and HYBE. Consequently, on May 7, 2024, CEO Min Hee-jin filed an application for an injunction to prohibit the exercise of voting rights against HYBE regarding the ‘Dismissal of CEO and Inside Director Min Hee-jin’ agenda (Seoul Central District Court Case 2024KaHap20635).

The 50th Civil Division of the Seoul Central District Court made a decision to grant the aforementioned injunction application on the afternoon of May 30, 2024. As a result, HYBE cannot exercise its voting rights in favor of the ‘Dismissal of Inside Director Min Hee-jin’ at ADOR’s Extraordinary General Meeting of Shareholders to be held on May 31, 2024. If HYBE exercises its voting rights in violation of the injunction decision, it must pay 20 billion KRW in indirect compulsory performance payment to CEO Min Hee-jin.

From the filing of the injunction on May 7, 2024, until just before the decision, HYBE’s legal counsel submitted voluminous written statements over a total of 11 times. In response, CEO Min Hee-jin’s side also submitted written statements 9 times, refuting every point without omission. Today, the court, after carefully examining the arguments of both sides, granted CEO Min’s application for the injunction. The court judged that HYBE’s witch-hunt-style claims, which were indiscriminately circulated through the media, were all not correct.

The core issues of this case were: ① Whether the voting constraint agreement stipulated in the Shareholders’ Agreement between CEO Min Hee-jin and HYBE, which states “HYBE must exercise its voting rights so that Min Hee-jin can maintain the positions of CEO and Inside Director of ADOR for 5 years,” can be enforced against HYBE; and ② Whether there are grounds for dismissal or resignation for CEO Min Hee-jin.

Since a voting constraint agreement is also an agreement between parties, it is natural that it must be observed. However, HYBE denied even this clear agreement between the parties. Yet, the court did not accept HYBE’s argument on the grounds that the wording of the Shareholders’ Agreement is clear.

Furthermore, regarding whether there are grounds for CEO Min Hee-jin’s dismissal or resignation, the court rejected HYBE’s arguments even though all the KakaoTalk conversation contents that HYBE had leaked through the media were presented in court. As such, HYBE failed to prove the grounds for CEO Min Hee-jin’s dismissal or resignation, and this is the most core reason why this injunction application was granted.

Since HYBE’s illegal audit began on April 22, 2024, materials acquired through such illegal audit have been leaked without filtering. However, only some private KakaoTalk conversations, which could drive CEO Min Hee-jin into a witch-hunt if maliciously edited and pieced together, appeared; no evidence supporting HYBE’s claims emerged.

During the course of this trial, maliciously edited private conversations between third parties were indiscriminately circulated in the media. Even now, several YouTubers and bloggers are interpreting the pieced-together KakaoTalk messages as they please, infringing on the privacy and defaming the character of CEO Min and ADOR members. We plan to take measures such as filing complaints regarding this, so we urge you to immediately delete currently posted videos and other related content.

In addition, we hope HYBE respects this injunction decision by the court. If HYBE takes measures to exclude CEO Min Hee-jin from the positions of CEO and Inside Director in violation of the injunction decision, this would be a direct violation of the Shareholders’ Agreement. Furthermore, since there are no grounds for dismissal for CEO Min Hee-jin, there are also no grounds for dismissal for the two inside directors on CEO Min Hee-jin’s side. Therefore, we clearly state that if HYBE dismisses the aforementioned directors, it would be dismissing them without justifiable grounds, failing to respect the court’s decision.

Thank you.