Y2 Solution Discloses Corporate Governance Report… Highlights Need for Governance Improvement and Dilution Concerns
Y2 Solution issued the 32nd private convertible bond (CB) worth 15 billion KRW in July 2025, with a conversion price of 3,235 won, lower than the current stock price (5,360 won), posing a potential dilution risk of about 4.64 million shares (12.6% of outstanding shares) upon conversion.
Consolidated operating loss of 2.6 billion KRW and net loss of 9.6 billion KRW for the current period; no dividends for the past three years due to insufficient distributable profits, and no separate shareholder return policy.
Multiple governance core indicators not met: AGM notice not sent four weeks prior, no electronic voting, no dividend predictability, no CEO succession plan, no enterprise risk management policy, and all-male board.
Transparency Management Committee operates to enhance internal transaction transparency, but independent director ratio is less than majority, weakening independence; no audit committee (not mandatory as assets under 2 trillion won).
Acquisition of equity in HRT Robotics (industrial robot) and SAFE agreement in June 2025 to diversify business, but specific financial effects not disclosed.
No treasury share buyback or cancellation, no special dividends.