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Focus HNS 5th Annual General Meeting Called

March 12, 2024

I pray for your continued health and peace in your home.

In accordance with Article 365 of the Commercial Act and Article 22 of the Articles of Incorporation, we hereby hold the 5th regular shareholders' meeting as follows. We ask for your attendance. 

 

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1. Date and Time: 9:00 AM, Wednesday, March 27, 2024

2. Location: 5th floor conference room, 16-17, LS-ro 91beon-gil, Dongan-gu, Anyang-si, Gyeonggi-do (Hogye-dong, Focus Building)

meetingPurpose

■ Report agenda

      Report on the status of audit, business report, and internal accounting management system operation

■ Agenda of Wealth

      Agenda No. 1: Approval of the financial statements for the 5th period (January 1, 2023 - December 31, 2023) [Attachment 1]

      Agenda No. 2: Approval of cash dividend (KRW 30 per share) [Attachment 2]

      Agenda No. 3: Appointment of Directors (3 internal directors, 1 external director) [Attachment 3]

      Agenda No. 3-1: Appointment of Kim Dae-jung as an inside director (re-appointment)

      Agenda No. 3-2: Appointment of Jeon Jae-hyeon as an inside director (re-appointment)

      Agenda No. 3-3: Appointment of Ahn Chang-hyun as an inside director (re-appointment)

      Agenda No. 3-4: Appointment of Shin Wan-seon as Outside Director (Re-appointment)

      Agenda No. 4: Appointment of Kim Tae-woo as auditor [Attachment 3]

      Agenda No. 5: Approval of director compensation limit (KRW 1 billion) [Attachment 4]

      Agenda No. 6: Approval of Audit Remuneration Limit (KRW 200 million) [Attachment 4]

 

4. Placement of management reference information

   The management reference information pursuant to Article 542-4 of the Commercial Act is posted on our website and placed at our head office and the name change agency (Kookmin Bank Securities Agency).

   Please note that you can search by electronic disclosure to the Financial Services Commission and the Korea Exchange.

 

5. Matters concerning the exercise of voting rights by beneficial shareholders

   At our company's general shareholders' meeting, shareholders may attend and exercise their voting rights directly or indirectly by proxy.

   You may also exercise your voting rights using the electronic voting method below.

 

6. Matters concerning electronic voting

   We have decided to utilize the electronic voting system pursuant to Article 368-4 of the Commercial Act at the 5th regular shareholders' meeting and have entrusted the management of this system to the Korea Deposit Insurance Corporation.

   Shareholders may exercise their voting rights by electronic voting without attending the general shareholders' meeting, in accordance with the method set forth below.

A. Electronic Voting System

           – Internet address: http://evote.ksd.or.kr

           – Mobile address: http://evote.ksd.or.kr/m

      B. Electronic Voting Event Period: March 17, 2024, 9:00 AM ~ March 26, 2024, 5:00 PM (available 24 hours a day during the period)

      C. Use the certificate to verify the shareholder’s identity in the electronic voting management system and then exercise voting rights.

           – Types of certificates for shareholder verification: Joint certificates and private certificates (limited to certificates available in K-VOTE)

      D. Handling of amendment consent proposal: If an amendment consent proposal is submitted at the general shareholders meeting, it is processed as abstention.

 

7. Documents to be submitted when attending the shareholders' meeting

   A. Direct event: Your ID card

   B. Proxy Event

    – Power of attorney (fill in the personal information of the shareholder and agent, bring the seal and seal certificate)

    – Representative ID card

 

8. Attachment

 

[Attachment 1: Business report and audit report attached]
In accordance with Article 31, Paragraph 4, Subparagraph 4 of the Enforcement Decree of the Commercial Act (Notice of Convening Shareholders' Meeting), the business report and audit report will be posted on the company's website at least one week prior to the shareholders' meeting.

 

Submission (expected) dateMethod of notification, such as business report, etc.
March 18, 2024Posted on company website a week ago

 

 

[Attachment 2: 5th Period Settlement Cash Dividend Plan]
In accordance with Articles 462, 464, and 464-2 of the Commercial Act and Articles 58 and 59 of our Articles of Incorporation, we hereby seek approval for the ‘Payment of Cash Dividends for the 5th Period (2023)’ as follows.

 

Category5th (Party) Period: 20234th (Full) Period: 2022
Dividend per week30 won30 won
Number of shares eligible for dividends19,048,579 weeks19,048,579 weeks
Total dividend amount571,457,370 won571,457,370 won
Dividend record dateDecember 31, 2023December 31, 2023
Dividend yield (%)1.5%1.5%

 

(*) The total dividend amount is calculated as 19,048,579 shares, excluding 3 treasury shares, out of the total 19,048,582 shares issued as of the dividend reference date.

The dividend yield is the ratio of the dividend per week to the arithmetic average of the final prices formed in the stock market over the past week from the trading day before the dividend base date (the dividend closing date).

 

 

[Attachment 3: Curriculum Vitae of Candidates for Directors and Audit Committee Members]

 

Position nameNameBirth dategenderterm of officeNew appointment statusMain career (including current position)note
Internal directorKim Dae Jung1969.03man3 yearsreappointmentGraduated from Sungkyunkwan University, Department of Industrial Engineering
Graduated with a Ph.D. in Industrial Engineering from Sungkyunkwan University
Director of Sungjin CNC Research Institute
Vice President, STL Solution Co., Ltd.
Current CEO of Focus HNS Co., Ltd.
Internal directorJeon Jae-Hyeon1970.09man3 yearsreappointment

Graduated from Sungkyunkwan University, Department of Industrial Engineering

Manager, Hangul & Computer Co., Ltd.

Sungjin CNC Development Team Leader

Head of Camera Development, STL Solution Co., Ltd.

Current Vice President of Focus HNS Co., Ltd.

Outside DirectorChanghyun Ahn1972.11man3 yearsreappointment

Graduated from Myongji University, Department of Physics

Researcher at Gonggwan Protech Co., Ltd.

Manager of Withers Mobile Co., Ltd.

Director of STL Solution Research Center

Current Managing Director of Focus HNS Co., Ltd.

Outside DirectorShin Wan-seon1961.03man2 yearsreappointment

Graduated from Hanyang University, Department of Industrial Engineering

Ph.D. in Industrial Engineering from the University of Oklahoma

Ministry of Strategy and Finance, Public Institution Management Evaluation Team Member/General Secretary

Current Outside Director of Focus HNS Co., Ltd.

Currently Professor of Industrial Engineering, Sungkyunkwan University

appreciationTaewoo Kim1968.12man3 yearsNew appointmentGraduated from Kyungpook National University, Department of Business Administration
Eugene Investment & Securities IPO Headquarters Manager
Eugene Investment & Securities Advisor
Audit of Hana 31, the current purpose of acquisition of the company
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[Attachment 4: Approval of director compensation limit]

 

6th term (2024) Director compensation limit (draft)6th term (2024) Director compensation limit (draft)

① Number of directors: 4 (1 outside director)

② Moving compensation limit: 1 billion won (same as the previous year)

③ Note: Electricity (5th term) director compensation limit 1 billion won

① Number of auditors: 1 person

② Audit compensation limit: 200 million won (same as the previous year)

③ Note: Electricity (5th term) audit compensation limit 200 million won

 

 

 

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