Min Hee-jin said, "Hive, break up! Get ready instead!" Should I get 100 billion put options?

[News FM Lee Ik-seon Choi Soo-young Issue & People]

□ Broadcast date and time: November 21, 2024 (Thursday)
□ Host: Lee Ik-seon, Choi Soo-young
□ Performers: Lawyer Kang Jeon-ae, Lawyer Jang Yoon-mi

* The text below may differ from the actual broadcast content, so please check the broadcast for more accurate information.

◇ Profit Line: The Hive crisis has entered a new phase. Yesterday, Min Hee-jin, former CEO of Adore, announced that he would resign as an in-house director and leave Adore and Hive. Former CEO Min said in a statement that he intends to terminate the inter-shareholder contract signed with Hive and hold them legally responsible for violations of the inter-shareholder contract. What legal issues will arise in the future?

■Jang Yoon-mi: First of all, CEO Min Hee-jin will quit with me. I'm going to take my hands off, too. Instead, he expressed his position with determination. In the meantime, I've been illegally grateful to you guys for the past seven months, and I'm going to take issue with that, and there were a lot of cases. between adore and hive But one of the disposals that CEO Lee Min Hee-jin issued was cited because the conflict is so intense that the CEO should put it down. Under the commercial law, shareholders' meetings can be held. If the majority shareholder convenes. But the court ruled in favor of CEO Min Hee-jin at the time. Because I signed a contract between shareholders, and I saw that the CEO position was a contract that I thought would guarantee quite strongly. Then anyway, the CEO is divided now. Then, we can legally take issue with this part, and from Hive's point of view, should I say this is good faith? It is a voluntary contract between shareholders in 2023 because it produces such great results, achieves achievements, and brings the company's profits. At that time, CEO Min Hee-jin did not even have a shareholder status. So I said I'd give you a stock option, but if you get a stock option, you have to pay too much tax, so I called it a put option, and when the contract was terminated, I handed over the stock you had at face value. He also lent me money and made it 13 times the operating profit, etc., so I said, "We'll buy you a lot." In this regard, Hive said, "The contract was terminated because of you, but the put option clause disappeared," and CEO Min Hee-jin said, "I'm going to claim it based on the contract." This legal dispute has grown considerably.

□ Kang Kyung-ae: In the end, this lawsuit between Hive and former CEO Min Hee-jin will be recognized for the put option, which will eventually lead to a financial problem. Lawyer Jang told me earlier, but there's an adore. Adore is a subsidiary of Hive. It's a label and it's a company that runs Newzins, and the number one shareholder of this company is Hive. Hive owns 80% of the shares. And the second largest shareholder is former CEO Min Hee-jin, who owns 18%. That's why the two of them signed a contract between shareholders, but holding 18% was bought for 1.1 billion won in early 2023. But the right to sell 13% of this 18% back to Hive is in the shareholder contract. But how 13% is calculated is 13 times the average operating profit of the last two years. You first make 13 times the corporate value, and then you buy 13 percent as a share, which amounts to 100 billion won. So, from CEO Min Hee-jin's point of view, 18% of Adore's stake, which was purchased from Hyb of 1.1 billion won in early 23, could reach 100 billion won when 13% of it was calculated, so it's inevitable that a lawsuit cannot be filed between each other. Overall, it can be a lot of money. Because if this put option is taken out of the contract even if it's 13%. If CEO Min Hee-jin decides that there is no reason to keep holding stocks in Odor, he will sell it, right? Then, you have to sell it to the outside as an unlisted stock, but when you sell it, who gives you 13 times the value of the company? Then, from CEO Min Hee-jin's point of view, it is much more advantageous to list the corporate value with 13 times the put option in the contract between shareholders and buy 13% of it. That's why CEO Min Hee-jin is arguing that the put option shareholders' contracts are alive and that the reason it's broken now is because of Hive. From Hive's point of view, CEO Min Hee-jin said in July that he was going to steal Newzins, but at the time, he already notified the termination of the contract between shareholders and is suing for this. Hive filed a lawsuit confirming the termination, and the lawsuit is being filed, and at the time, the suspicion of stealing management rights was raised. Looking at
Newzins, CEO Min Hee-jin became the representative of Audor in November 2021. And when Newzins debuted in 2022, sales were about 18.6 billion won at the time. And the deficit was four billion. But in 2023, sales will reach 110.2 billion and the deficit will disappear. As it turned into a surplus, the operating profit became 33.5 billion won. But if CEO Min Hee-jin exercises a put option on this next year, I told you earlier that we will settle the accounts with operating profit for the last two years. 2023 jumped 10 times more than 2022, and we all know that New Jeans did well in 2024. That's 13 times the average operating profit in 23 and 24. That's why 100 billion won comes out. It is now known that CEO Min Hee-jin has already exercised put options on some of them, but Hive rejected them. So I filed a lawsuit against this as well, but there are about 26 billion lawsuits right now. CEO Min Hee-jin is now claiming that he has the right to receive 13 times more profit because he has raised the situation of Adore, which was in negative deficit, through a group called Newzins.

◆Choi Soo-young: With former CEO Min Hee-jin coming out like this, the probability of New Jeans leaving Hive also increased. What is this about when New Jeans sent a certificate of content to his agency, Adore, on the 13th, asking him to correct serious violations of the exclusive contract?

■Jang Yoon-mi: So sending a certificate of content is more financially confirming that I reach the other person with a certain legal expression of intention. When you do it the most, you use it to terminate a contract such as an exclusive contract. And the requirements for release are. I can't keep the contract with you anymore, but according to the law, just doing it right away doesn't mean it's legal, but you have to give the other party a certain amount of time. So maybe get legal advice and think about it for 14 days. This is my request for the 14th. Among them, Hani appeared at the National Assembly and did this in a very insulting way. Of course, he said that this is not bullying in the workplace because he does not have a worker status recently. There is another person in charge who corrected that part and disparaged our achievements, so please take some action on that part as well. And there must be another conflict between the company that produced the music video and the changed representative system. So, we need to correct this and not release video pictures before our debut when we were rookies.

□ Kang Kyung-ae: Lawyer Jang told us about Hani's appearance in the National Assembly, and as a result, the members of New Jeans said in an interview one day that they were supporting Min Hee-jin through a live YouTube broadcast. At that time, Hani told the new CEO Kim Joo-young about how she was treated unfairly by other team managers who passed by, but the company didn't do anything about it. It seems to be outcasting Newzins within our company. The story was told while the members of Newzins talked about how they wanted Min Hee-jin to come back.

◇Lee Ik-seon: Then, I wonder if Newzins will break up with them. Then, I wonder if they will receive the same or more love as before. Thank you both. It was with lawyer Jang Yoon-mi and Kang Jeon-ae.