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2019 Samsung Biologics Annual Report
2019 Samsung Biologics Annual Report
※ Disclaimer
This document was disclosed voluntarily for foreign investors. The original Korean version of the
disclosure can be found on KIND(http://kind.krx.co.kr), DART(http://dart.fss.or.kr). If and when
there is any discrepancy between the English and Korean versions, the Korean text shall prevail.
Therefore, it is essential for the investors to consult the Korean text before making investment
decisions.
1. Company Overview
B. Establishment date
Samsung Biologics Co., Ltd. was established on April 22, 2011.
D. Status of SME
Samsung Biologics Co., Ltd. (hereinafter, the Company) does not fall within small and medium
enterprises (SMEs) in accordance with Article 2 of the Framework Act of Small and Medium Enterprises
and Article 3 of the Enforcement Decree of the Framework Act on Small and Medium Enterprises as
of the date when the report is submitted.
E. Main business
The Company provides CMO (Contract Manufacturing Organization) services that serve other domestic
and international pharmaceutical companies on a contract basis to produce high-tech bio-medicines
and CDO (Contract Development Organization) services that serve cell line development and process
development as of the date when the report is submitted. For the details of business by segment,
refer to II. Business Overview.
※ On April 6, the company was notified by the Fair Trade Commission that it will be excluded from
the holding company under the Article 2-(1)-2 of the Act on Proprietary Regulations and Fair Trade as
of December 31, 2018. As a result, the contents of Samsung Bioepis, a major subsidiary company, will
not be reported from the first quarter of 2019.
Total 60
※ Natural 9 Ltd. was exclude from affiliates in January 2020(closed in December 2019)
※ For the details of domestic and international affiliates, refer to IX. Matters Regarding Affiliates.
- The credit rating is not entered according to the condition not to be disclosed
Listed on KOSPI
November 10, 2016 Not applicable Not applicable
(securities market)
2. Company History
E. Details and results in case the Company went through or currently goes through compositions,
reorganization proceedings, and other equivalents
- Not applicable
Category Dates
Contract Between Shareholders 2011-12-06
Evaluation of external evaluation
2018-06-22 ~ 2018-06-29
agencies
Key item report submission date 2018-06-29
Transfer of shares and payment date 2018-11-07
G. Type of business or changes in main business
- Not applicable
2014.07.04 Changed the largest shareholder’s company name (Samsung Everland Inc. →
Cheil Industries Inc.)
Changed the largest shareholders (Before: Samsung Electronics Co., Ltd. 46.79%, Cheil
Industries Inc. 46.79%, Samsung C&T Corporation 4.25%
2015.09.02
→ After: Samsung C&T Corporation 51.04%, Samsung Electronics Co., Ltd. 46.79%)
2015.11.12 Started the construction of Songdo Plant #3
2015.11.30 Obtained an approval of Songdo Plant #1’s manufacturing license from FDA
(no observation)
2011.09.07 Capital increase with Common stocks 1,500,000 5,000 50,000 Increase rates of 100%
consideration by allocation
to shareholders
2012.01.18 Capital increase with Common stocks 1,500,000 5,000 50,000 Increase rates of 50%
consideration by allocation
to shareholders
2012.02.23 Capital increase with Common stocks 2,916,567 5,000 48,000 Increase rates of 65%
consideration by allocation
to shareholders
2012.04.19 Capital increase with Common stocks 1,500,000 5,000 50,000 Increase rates of 20%
consideration by allocation
to shareholders
2012.08.21 Capital increase with Common stocks 1,355,931 5,000 47,200 Increase rates of 15%
consideration by allocation
to shareholders
2013.02.19 Capital increase with Common stocks 866,007 5,000 46,189 Increase rates of 8%
consideration by allocation
to shareholders
2013.08.20 Capital increase with Common stocks 748,520 5,000 43,345 Increase rates of 7%
consideration by allocation
to shareholders
2014.02.20 Capital increase with Common stocks 4,181,064 5,000 40,516 Increase rates of 35%
consideration by allocation
to shareholders
2014.08.21 Capital increase with Common stocks 4,298,560 5,000 38,478 Increase rates of 27%
consideration by allocation
to shareholders
2015.02.24 Capital increase with Common stocks 3,538,930 5,000 37,695 Increase rates of 17%
consideration by allocation
to shareholders
2015.08.20 Capital increase with Common stocks 3,663,142 5,000 36,526 Increase rates of 15%
consideration by allocation
to shareholders
2016.09.12 Stock split Common stocks 27,568,721 2,500 - -
2016.11.07 Capital increase with Common stocks 11,027,558 2,500 136,000 Increase rates of 20%
consideration by ordinary
public offering
4. Stock Information
Class
Classification Remarks
Common stock Preferred stock Total
1. Capital reduction - - - -
4. Others - - - -
Ⅴ. Treasury shares - - - -
B. Treasury Shares
- Not applicable
- Not applicable
5. Voting Shares
The Company has 66,165,000 shares of common stock outstanding, which account for 13.23% of the
total number of authorized shares (500 million shares). The number of shares available for exercising
the voting right is 66,130,619 shares excluding 34,381 shares in a special account of Samsung Life
Insurance Co., Ltd. which is a financial affiliate.
(As of December 31, 2019) (Unit: Share)
Number of
Classification Remarks
shares
Common stock 66,165,000 -
Number of outstanding shares (A)
Preferred stock - -
Common stock - -
Number of shares with revived voting
rights(E) Preferred stock - -
6. Shareholder Return
1. Business Overview
Samsung Biologics is a global CMO/CDO/CRO provider equipped with batch production system for
biopharmaceuticals. The company is currently specialized in CMO business operation which is focused
on manufacturing biopharmaceuticals on a contract basis. The company is also engaged in CDO
business by providing services from cell lines to initial clinical trials including cell line development,
processes development and formulation/analysis methodology. The company’s CRO business supports
acquisition of manufacturing approvals from global regulatory authorities including Bio-Safety Testing.
The company seeks to become an One-Stop Service Provider through these three business areas. In
addition, the company’s subsidiaries, Samsung Bioepis and Archigen Biotech, are biopharmaceuticals
research & development firms that are working on the development and commercialization of
biosimilars.
A. Industry status
The bio contract manufacturing organization (CMO) business is for global pharmaceutical companies
that either lack its own production capability or strategically outsource its production to mainly
focus on drug R&D and marketing. Bio-pharmaceutical products are expected to lead the growth in
the overall pharmaceutical market with its high growth rate (annual average 9%), and the
utilization of CMO by pharmaceutical companies is increasing along with the rapid growth of bio-
pharmaceutical market. The CMO business operation requires competitive manufacturing cost,
speed in production and supply, and a stable capability to win contracts based on essential quality
control capabilities in the drug manufacturing processes.
Antibody medication, which is SBL’s field of focus, requires a large investment in commercial plant
construction and is characterized by a project that takes at least three years to prepare for
commercialization such as plant design, construction, and validation. In addition, antibody
medication requires a high level of quality control capability that conforms to Good Manufacturing
Practices (GMP) throughout the entire production processes including cell culture, purification and
filling which all use animal cells. Additionally, it generally takes more than two years for
pharmaceutical companies to prepare for the production of commercial bio pharmaceuticals through
CMOs after technology transfer, test production, diverse national pharmaceutical regulatory GMP, and
others. Hence, CMO contracts with pharmaceutical companies are usually based on 5 ~ 10 year long-
term contracts.
The biosimilars market is expected to continue enjoying massive growth as most blockbuster
biosimilar drugs such as Humira, Herceptin, Remicade, and Lantus are coming off patent. In this way,
the biosimilar market expansion is expected to further accelerate an increase in demand for overall
biopharmaceutical production.
The global biopharmaceutical market accounts for 29.4% of the entire pharmaceutical market, which
is worth 262.3 billion dollars as of 2019. The market is expected to account for 32.1% by 2025 with
398.7 billion dollars at an average annual growth rate of 9.0% (EvaluatePharma, 2019).
The global bio-CMO market is worth 11.9 billion dollars as of 2019, and forecasted to reach 25.3
billion dollars by 2025 at an average annual growth rate of 13.4% for the future ten years.
Samsung Biologics Co., Ltd. runs 362,000 liter-production facilities as of 2019 as it kicked off
production of 180,000 liters at Plant#3 in 2018 and became the world’s top CMO in terms of
production capacity by surpassing established vendors. Meanwhile, the Company is planning to start
operation of an additional 2,000 liters of clinical material production facilities by the end of 2020 2Q.
B. Company Status
The Company has emerged as a global leader in biologics CMO services by securing a total of 362,000-
liter capacity including 360,000-liter production facilities for commercial drugs (Plant#1: 30,000 liters,
Plant#2: 150,000 liters, and Plant#3: 180,000 liters) and 2,000-liter production facilities for clinical
drugs in the Incheon Free Economic Zone (Songdo). Meanwhile, the Company is planning to start
operation of an additional 2,000 liters of clinical material production facilities by the end of 2020 2Q.
If the Company signs a CMO contract with a customer, the customer first transfers its manufacturing
technologies to the Company which is called ‘Tech Transfer.’ The most important thing in this process
is to minimize the difference between processes by applying the customer’s original process into the
Company’s process. Next, manufacturing stability tests through a series of pilot production such as
Engineering Run and Process Validation Run are carried out. If stability is believed to be secured, it
is needed to apply for a manufacturing approval for produced products and production process to
regulatory authorities (FDA, EMA, etc.).
The Company cultures high-quality cells using a titer appropriate for a customer’s product
specification through an upstream process and refines active pharmaceutical ingredients through a
downstream process. All manufacturing processes need to strictly conform to each country’s good
manufacturing practice and a customer has a right to request the Company for inspection and
necessary measures for the overall manufacturing process. The Company also has to document all
procedures and results and submit them to the customer and regulatory authorities.
(B) Biologics manufacturing plants
Construction
25 months 29 months 35 months
period
Construction 350 billion won 700 billion won 850 billion won estimated
cost (300 million dollars) (650 million dollars) (740 million dollars)
※ Construction cost converted to USD was calculated by applying average exchange rate during the applicable
plant construction period.
The Company’s global contract sales division is in charge of new business operation and sales
activities, and supports the activities for winning new contracts utilizing local manpower in main
strongholds in the Eastern and Western states of the United States including San Francisco, Boston,
and New Jersey. The sales division regularly holds meetings with global pharmaceutical companies
and provides them with information on the Company’s CMO services and manufacturing facilities at
the meetings. The division also continuously sends sales and marketing representatives to overseas
bio-conferences to identify latest technology trends in the market and contact potential customers
as part of strategy to maintain a strategic relationship with customers.
The Company rose to the top in CMO services with a total of 364,000-liter production capacity as
Plant#3 with 180,000-liter production capacity began operations in 2018(※ Two of four 1,000 L
units are expected to operate in 2020 2Q). The Company’s facility capacity accounts for 28% of
overall CMO capacity (1.32 million liters), ranking with Lonza (Switzerland, 260,000 liters, 20%) and
Beohringer Ingelheim (Germany, 300,000 liters, 23%).
(3) Details and prospect of new business
The Company is expanding a business area from CMO(Contract Manufacturing Organization) oriented
business to CDO(Contract Development Organization) business to become a global No.1
CMO/CDO/CRO company.
CDO services provide cell line development and process development for small and medium sized
pharmaceutical companies which do not possess capacity for cell line development and process
development. CDO business is expected to confront 10% annual growth rate with increase in small
biotech companies and biosimilar antibody pipelines.
(Market Size : '17. $1.1B → '22. 2.2B → '25. 3.0B CARG 13.4%)
Meanwhile, CRO(Contract Research Organization) business based on the capabilities of the existing
quality analysis laboratory is underway, and related business capabilities are being strengthened.
A. Major products
(Unit: million won)
Sales
Business Unit Type Item
Amount Share
Goods Antibody drug 648,375 92.4%
CMO
Services Others 53,217 7.6%
Total 701,592 100.0%
The selling prices of products manufactured or to be manufactured by the Company can be adjusted
according to contract conditions, for instance being adjusted by the ratio calculated by reflecting
the annually-announced CPI (Customer Price index) in the initially-determined selling price or being
increased at the fixed rate determined by a contract.
3. Major raw materials
※ The CMO industry generally gets a refund of the full amount of raw/auxiliary materials and handling fees that belong to
Quality check of raw materials to be used by the Company for drug production is performed by a
customer, or purchase is made through a supplier designated by the customer, and the cost of
purchasing raw materials is refunded (ex post settlement) from the customer. Therefore, the risks
relating to the purchase of raw materials like price fluctuation due to the contract terms are limited.
Meanwhile, the Company signs a long-term contract with a raw material supplier to get a stable
supply of raw materials and applies the inflation rate (about 1~2%) level of raise to a price increase.
Therefore, risks relating to price fluctuation due to the contract terms are limited.
The Company calculates production capacity based on 330-day operations excluding 30 days out of
60 days of slowdown which is a biennial inspection, by reflecting diverse factors including the number
of products produced and batch production intervals according to the characteristics of products
(pilot production, production for certification, and commercial production) considering actual
production conditions.
(Unit: Batch)
# Production capacity in 2018: Considering the completion of Plant 3 at the end of Oct 2018
B. Mattering regarding manufacturing facilities
Note 1) The Company is exempted from paying rental fees as the Company satisfied the requirements for rental fee exemption
according to the Ordinance of Common Property Management of the Incheon Metropolitan City by signing a lease
agreement with the Incheon Metropolitan City.
Note 2) Skipped as an objective estimation of market value for major tangible assets is difficult.
(2) Investments
2019 Total
Classification Investment Period Target assets Note
investment Amount
New, extended,
2019.01~2019.12 Manufacturing facilities, etc. 109,229 -
supplemented, etc.
Note 1) In order to expand office space and CDO/CRO Lab., we acquired the building from Samsung Bioepis and plan to lease
the building to Samsung Bioepis before the completion of Samsung Bioepis' new R&D center.
A. Sales performance
B. Sales channel
The most important thing for the Company’s sales activities is to sign contracts with customers since
the CMO business in which the Company is engaged is a contract-based industry. It usually takes 6~12
months to win an order (from the date when a customer’s request for proposal was received until
the date when a contract is concluded), and is implemented as follows:
[Order-winning process]
Category Details
• Inspect the status of customers (organization, number of
Discover a
Contact the products, clinical test progress, capacity, etc.)
potential
customer • Contact a customer when participating in exhibitions and
customer
introduce CMO services
Request for Meeting of • Email, telephone, visit and meeting, etc.
the persons in charge • Take the minutes of a meeting
customer’s Check the volume • Sign a confidential agreement, provide corporate profile data
CMO(send RF) to order (incl. capacity), attract to visit the Songdo site
• Review related divisions of each field
• Financial risk: review differentiated batch prices
Review risks
• Legal risk: existing products ordered, noncompetitive review with
Samsung Biologics’ products
Submit a
• Suggest contract terms in which the customer’s conditions for
proposal
manufacturing process are reflected
- • Consider conditions including contract period, time available to
manufacture, price, scope of services, minimum volume
guaranteed, capacity reserve, etc.
Select candidate
• A customer selects 2~3 candidate CMOs
CMOs
Select a CMO
Select a
• A customer selects a preferred CMO through final evaluation
preferred CMO
• Review related divisions of each field
• Financial risk: minimum volume guaranteed/reserve volume,
Review risks
service sales item, etc.
Consult on • Legal risk: liability scope, noncompetitive clauses, etc.
contract Consult on basic • Negotiate on and adjust major conditions
terms contract terms • Prepare MOU and LOI
Consult on
detailed contract • Consult on conditions for master service agreement
terms
Win a Exchange a final
• Develop a final contract
contract contract
After this, the Company recognizes sales at the point of quality release (QR) by a customer for the
products manufactured, and delivers the customer’s inventory stored in the Company’s warehouse
to a location designated by the customer (generally a customer’s carrier) in accordance with the
contract. Meanwhile, the Company does not have separate sales channels or agencies.
The sales method and conditions for biopharmaceutical manufactured by the Company are separately
determined by a contract with a customer. According to the contract, annual minimum volume of
production is determined, and the volume requested for PO by the customer is manufactured and
delivered to the designated location. Sales recognition and billing are implemented at the time when
the customer’s quality approval is obtained for the products manufactured, and the payment is
collected within 30~60 days after billing.
D. Sales strategy
The Company will make new contracts and expand existing contracts by constantly communicating
about the Company’s production capacity, facility expansion progress, and future plans and
maintaining relationships with existing/potential customers. The Company also leads strategic sales
activities by actively participating in various inner circle meetings to identify demand for
biopharmaceutical production and competitors’ production plans.
In addition, we are expanding our customer from large pharmaceutical companies to small and
medium sized bio-tech companies, and in order to increase orders, we continue to strengthen our
marketing capabilities and expand our global network. Besides, we are enhancing our potential
customers' confidence in our production and quality control capabilities through thorough track
record management.
6. Contracts
(Unit: million dollars)
Total
Initial commercial Delivered Balance of
Item Deadline Case amount of
production year amount contracts
contracts
Amount
3,965 1,418 2,547
Minimum Take (Mil Dollars)
or Pay Production
~2030 19,138,900 6,938,000 12,200,900
Antibody (Liters)
2015 *Depends on the
drugs Contract Amount
Expected Demend (Mil Dollars) 6,687 1,418 5,269
when the customers
develop the products Production 28,923,000 6,938,000 21,985,000
(Liters)
Note 1) Total contract amounts may also increase after the consultation depending on the increase in
customers’ demands.
Note 2) Total contract amounts above exclude raw material revenue from raw materials and supplies that have
been put into production and service revenue from production process improvements and additional
services such as quality analysis.
Note 3) Total amount of major contracts was recorded according to confidentiality obligation under the contract.
The Company’s risk control policy was established in order to distinguish and analyze the risks faced
by the Company, setting the appropriate limit and control of risk, and prevent risk from exceeding
the limit. The risk control policy and system are regularly reviewed to reflect the market situation
and the changes in the Company’s activities. The Company aims to build a strictly controlled
structural environment where all employees can understand their roles and obligations through
training, standards, and procedures for quality control. The Board of Directors oversees how the
Company follows the risk control policy and procedures and reviews whether the Company’s risk
control system is appropriate.
B. Credit Risk
Credit risk is the risk that may cause financial loss as the contractual obligations for financial
instruments are not fulfilled by customers or partners. The book value of financial assets represents
the maximum level of exposure to credit risk. The Company’s maximum level of exposure to credit
risk in 2019 and 2018 are as follows:
(Unit: thousand won)
Description End of 2019 End of 2018
Cash and cash equivalents 125,100,653 17,621,905
C. Liquidity risk
Liquidity risk is the risk that may cause the Company to have difficulty in satisfying the obligations
related to financial liabilities. The Company’s liquidity management policy is to maintain sufficient
liquidity to pay off its debts prior to the maturity date without risk of causing unacceptable loss in
financially difficult situations or degrading the Company’s reputation.
The ultimate responsibility for liquidity risk management lies with the Board of Directors that
establishes basic policies to properly take care of the Company’s short-, mid-, and long-term
financing and liquidity management regulations. The Company manages liquidity risk by regularly
forecasting and adjusting funds receipts and disbursement to maintain optimal liquidity.
Contractual maturity dates of financial liabilities as of the end of 2019 3Q and 2018 are as follows.
The amount includes interest paid and does not include the effect of netting agreements. The
Company does not anticipate that the cash flow occurs significantly earlier or the amount is
significantly different.
① End of 2019
(Unit: thousand won)
Contractual More than
Description Book value In 1 year 1-2 years 2~3 years
cash flow 3 year
Accounts payable and other
109,233,102 109,233,102 101,128,061 8,105,041 - -
payables
Lease liabilities 15,889,284 17,330,666 3,756,506 3,539,260 3,292,400 6,742,500
Bonds 189,755,125 200,840,489 6,073,394 152,901,425 1,412,800 40,452,870
Short-term borrowings 150,000,000 152,654,775 152,654,775 - - -
Long-term borrowings 298,062,000 307,852,511 258,340,729 13,006,681 1,252,814 35,252,287
Total 762,939,511 787,911,543 521,953,465 177,552,407 5,958,014 82,447,657
② End of 2018
The Company is exposed to foreign exchange risk for sales, purchases, and borrowings expressed in
currencies other than Korean Won (KRW) which is a functional currency. The main currency used to
express these transactions is USD. The Company established a plan to handle foreign exchange risk
through foreign exchange forward transaction in case that foreign exchange risk needs to be avoided.
2019 2018
Description
Average rate End of 2019 Average rate End of 2018
USD 1,165.65 1,157.80 1,100.30 1,118.10
EUR 1,304.81 1,297.43 1,298.63 1,279.16
CHF 1,173.43 1,195.52 1,124.29 1,136.22
JPY(100¥) 1,069.76 1,063.47 996.27 1,013.18
GBP 1,487.83 1,518.69 1,468.22 1,420.32
③ Sensitivity analysis
The Company regularly estimates the foreign exchange risk for fluctuations in KRW exchange rates.
The impact of fluctuations in exchange rates on income before income taxes when KRW exchange
rates changes by 10% to each foreign currency as of the end of 2019 and 2018 are as follows:
F. Capital management
The Company’s capital management is aimed to maximize the interest of shareholders by maintaining
a sound capital structure, and provides appropriate plans to improve a financial structure if needed
by monitoring financial ratio including debt ratio and net borrowing ratio to achieve the optimal
capital structure.
The Company made a contract about financial derivatives for foreign currency borrowings for the
purpose of hedging exchange rate risk of foreign currency receivables/debts, and the details are
listed below.
Currency Interest
Financial Contracted Contract Maturity Committed rate(%)
Classification Category (*)
institution Amount Date exchange
Date
Sell Buy rate Received Paid
Currency
USD 2018-05- 2023- Libor(3M)
Trading interest KEB Hana USD KRW 1,080.00 3.70
30,000,000 31 05-31 + 1.70
swap Bank
(unit : won)
Accumulated other
Classification Gain on valuation Loss on valuation
comprehensive income
Currency swap 1,193,320,503 - -
A. License-Out Contracts
Not applicable
B. License-In Contracts
Not applicable
C. Other Contracts
A. R&D organization
(1) Outline
The Company has R&D divisions such as a DS1 MSAT team (Manufacturing Science and Technology
Team), DS2 MSAT team and a CDO team (Contract Development Organization R&D Team) which are
in charge of providing technical support for the production of client’s products and researching and
developing a cell-line process.
[Tasks to be performed]
Category Details
[Theses]
- Kinetic Modeling and Reactor Simulation for
Methanol Synthesis from Hydrogen and
- Center Leader, Samsung Biologics Carbon Monoxide on Copper- Base Catalyst
CMO1 Center ('18.05~) (1984, KJChE)
- Center Leader, Samsung Biologics - Utilization of a Paraboloidal Solar Reflector
Clients Satisfaction Center as a High Temperature Source (1985,
('17.04~'18.04) Engineering Report)
Executive General - Manufacturing Division, Samsung - Analysis of Yeast and E. coli Fermentation
Lee with Unequal Specific Uptake Rates of
Vice manufacturing Biologics Co., Ltd. ('11.04~'17.03)
kyusung α- and β- Glucose
Presient technology - A. Director, Technology Business,
(1990, Asia- Pacific Biochemical
BMS Global ('05~'10)
Engineering Conference '90)
- Leader, Production Team, Merck
- Pilot Fermentation and Downstream
Bio ('95~'01)
Processing of a Yeast Derived Recombinant
- Purdue Univ., doctor of Chemical Peptide(1992, Ninth International
Engineering Biotechnology Symposium)
- Pilot- Scale Recovery of a Yeast- Derived
Recombinant Peptide by Multi- Stage
Separations(1992, Annual AIChE Meeting)
SG & A expenses - - -
C. R&D performance
The Company provides Contract Manufacturing Organization(CMO) service and Contract Development
Organization(CDO) service. R&D divisions are in charge of providing technical support for the
production of client’s products and researching and developing a cell-line process. There is no
pipeline currently under R&D.
The Company has MSAT team, P3 MSAT team, and CDO R&D team in charge of technological support
for manufacturing customer products and R&D for cell line process and to expand R&D agency area
for cell line process. Based on this, the Company will become a CMO/CDO/CRO company by expanding
its business areas even to the contract development of medicines.
Laws Details
- Regulate overall matters concerning medicine manufacturing business such as quality
control and manufacturer designation
Pharmaceutical Affairs
- Obtain a manufacturing license according to the Act
Act
- Impose administrative measures (revocation of license) or criminal punishments
(imprisonment or punishment of a fine)
Unfair Competition
and Prevention and
- Regulate the act of unjustifiably using or disclosing trade secrets of clients
Trade Secret
Protection Act
Act on the
Registration and - Regulate the registration, evaluation, and management of chemical substances that are
Evaluation, Etc. of not controlled as drug and quasi-drug by the Pharmaceutical Affairs Act
Chemical Substances, - Registration and evaluation requires cost and time to import the drug substances that
Toxic Chemicals fall under chemical substances subject to the Act
Control Act
- Regulate unfair trading practices and unfair collective practices across the entire
business area including winning an order for CDMO project, building manufacturing
Fair Trade Act facilities, and purchasing materials
- Impose corrective measures, penalty, fine, etc. if related matters are violated
C. Environmental regulations
The Company not only strictly observes environmental regulations concerning the place of business,
but also complies with pollutant emission standards requested by laws to meet the government’s low
carbon green growth policy and responses to climate change, reports emissions and energy
consumption to the government, and disclose relevant information to stakeholders.(Observe
environmental regulations concerning the place of business)
The Company tries to lower the effect on surrounding environment by installing and operating
facilities for water pollution prevention, waste storage/disposal, and noise suppression in order to
minimize the emission of pollutants generated during the production of biopharmaceutical. The
Company’s environmental management of the place of business is under oversight by related
government departments and local governments, and the Company was selected as the best company
in environmental management by Incheon Metropolitan City in December 2015. The Company
reinforced compliance with environmental regulations and its autonomous management system
through continued investment.
The Company’s workplace environment control is monitored and supervised by relevant government
departments and the local government. The Company was selected the best green workplace again
in December 2018 after being first selected in December 2015. We submitted a report on the status
of greenhouse gas emission performance and environment management on legal schedule and
conform to environmental laws through ongoing investment while strengthening a self-control
system.
The Company’s greenhouse gas emissions and energy consumption that must be reported to the
government in accordance with Article 42 of the Framework Act on Low Carbon and Green Growth
since the Company falls under entities subject to target management of greenhouse gas emission and
energy consumption in 2014 under Article 42 of the same Act are as follows:
※ Target: Place of manufacturing business (manufacturing and utility facilities), corporate bus, etc.
The Company’s bio-plants are a clean place of business, but continuous extension leads to rising
greenhouse gas emissions. The Company has met the GHG emission allowances and energy
consumption target through investment in utility facilities (replace with high-efficient equipment)
and office environment improvement (replace with LED lamps) in order to reduce greenhouse gas
and energy consumption. The Company strives to observe related laws and standards after falling
under entities subject to the greenhouse gas emission trading schemes in accordance with Article 8
of the Act on Allocation and Trading of Greenhouse Gas Emission Allowances.
※ For the matters concerning green management, refer to J. Green management in 3. Other matters
including current restrictions under XI. Other Matters Required for Investor Protection.
※ On April 6, the company was notified by the Fair Trade Commission that it will be excluded from
the holding company under the Article 2-(1)-2 of the Act on Proprietary Regulations and Fair Trade as
of December 31, 2018. As a result, the contents of Samsung Bioepis, a major subsidiary company, will
not be reported from the first quarter of 2019.
IV. Directors’ Management Discussion & Analysis
1. Notes to forecasts
The data includes forecasts for the future. Since they are related not to past events but to future
events, they imply the Company’s future management status and financial performance and words
such as ‘forecast’ ‘predict’ ‘plan’ and ‘expect’ are used in expressions.
In ‘forecasts,’ uncertain events in nature are stated; uncertainties that may positively or negatively
affect the Company’s future management status and financial performance including the followings:
· Trends in the local and international financial markets including variation in exchange rate and
interest rate
· The Company’s strategic decision-making including business acquisition or disposal
· Unexpected sudden change of conditions in the Company’s core business areas
· Other domestic/external changes that may affect management status and financial performance
Please note that because of such uncertainties, the Company’s actual future performance may be
significantly different from the statements expressed or implied in forecasts. The Company is not
liable to disclose a corrective report that modifies the details of forecasts to reflect risks or
uncertainties that may occur after the forecasts were created.
2. Overview
Samsung Biologics, which began in 2011 without experience by more than 30 people, now has 3,300
workers and 364,000 liters of the world's largest production. Samsung biologics has won a total of 87
subcontracting development and production projects from 46 domestic and foreign customers, and
have obtained 51 manufacturing quality approvals from global certification bodies in 20 countries.
Despite tough business conditions such as fierce market competition and accounting issues in 2019,
Samsung Biologics implemented innovative activities across the company, including 21 projects, 224
study groups, 680 cell activities, and 9,000 process improvement proposals, settling down a surplus
management structure through increased productivity, cost reduction, and enhanced order capacity.
The small seed of the new business, which was sown 10 years ago, has grown to be a stable seedling.
Samsung BioLogics aims to become a "Super Value Company" that secures "Super Gap" with its
competitors by enhancing service quality and enhancing cost and speed competitiveness to maximize
customer satisfaction, and further develop into a '4 major Global Champion' in
CMO/CDO/CRO/Biosimilars.
Just as the small seed of the new business we sowed 10 years ago has grown into a solid seedling, we
will gather all the dreams and enthusiasm of our executives and employees so that the current
seedlings can grow into a solid giant tree and form a large forest of global bio-ecosystems in the
future.
We will also take social responsibility and sense of calling into our hearts, value global corporate
ethics and trust, and strengthen transparency. We will unite our capabilities so that the goal of
starting a business to improve the health and quality of life of mankind can be realized.
A. Financial status
(Unit : Million won )
Rate of
Increase &
FY 2019 FY 2018 Increase &
Decrease
Decrease
Assets
Liabilities
- Assets were 5.91 trillion, down 68.9 billion (115%) from the previous year.
Current assets are down 221.4 billion (14.03%) from the previous year to 1.36 trillion. The increase
in sales compared to the previous year resulted in an increase of 150.1 billion won in raw materials
and product inventories. On the other hand, financial instruments decreased by about 560 billion
won, which is the effect of receiving 759.5 billion won in stock purchase payments for Samsung
Bioepis in the previous year.
Non-current assets increased by 152.6 billion won (3.47%) year-on-year. The major impact is that
Samsung Bioepis, a related company, saw its investment shares increase by 90.9 billion won, and
contract assets increased by 53.6 billion won due to increased orders from customers. In addition,
20.8 billion won of investment property (buildings and structures leased to Samsung Bioepis) and
16.1 billion of right-of-use assets were newly recognized in the current period under the 'less'
accounting standard first applied in 2019.
- Liabilities stood at 1.56 trillion, down 267.7 billion (14.67%) from the previous year.
Current liabilities decreased by 20 billion (2.82%) compared to the previous year. Advanced receive
increased by 56.1 billion won and current borrowings increased by 65 billion won. On the other
hand, the amount of unpaid bills related to the construction of the third plant at the end of the
previous year decreased by 100.4 billion won and trade and other payables decreased compared to
the previous year.
- Equity increased to 4.35 trillion won, up 119 billion won (4.79%) year-on-year.
This is mainly due to increased operating profit and increased profit from share of profit (loss) of
associates and joint ventures due to improved performance of Samsung Bioepis, a related company,
outside of business.
B. Sales Performance
- Sales in 2019 reached 701.6 billion won, up 165.8 billion (30.94%) from the previous year, and gross
profit increased 46.8 billion (32.27%).
Although the cost increased due to the regular maintenance line at the beginning of the current
year, operation rate of the 2nd plant increased in the second half of the year and the sales of the
third plant, which started full operation at the end of the previous year.
※ Samsung BioLogics provides a biologics CMO (Contract Manufacturing Organization) services for
biopharmaceutical, so sales are changed according to the production schedule of each plant for
the volume of orders from clients.
In the field of CDO (Contract Development Organization), Samsung biologics is laying the foundation
for establishing a full virtuous circle of biopharmaceutical production, including a seven-fold
increase in sales over the previous year.
- Selling, general and administrative expense increased by 10.8 billion won (12.05 percent) year-on-
year. This is mainly due to an increase in legal fees and participation in conferences such as the
2019 Bio International Convention and CPhI.
- Operating profit decreased slightly to 91.7 billion won due to increased Selling, general and
administrative expense, and increased by 36.1 billion won (64.77%) compared to the previous year.
- Profit before income tax decreased by 147.5 billion won (48.70%) year-on-year to 155.4 billion won.
This is the effect of a reduction in profits from the disposal of shares invested in associates (389.2
billion) resulting from the Biogen Therapeutics Inc. call option recognition in the previous years.
Except for the impact of the above temporary transactions, the actual non-operating profit and loss
has improved due to improved performance of Samsung Bioepis.
- In terms of the major financial ratio, the operating profit ratio of the current term improved on-
year with 13.1% (20.4%) in 2018; the EBITDA rate of 32.0% (27.5 % in 2018); and the interest coverage
ratio of 3.6 times (3.5 times in 2018).
C. New Business
The Company is expanding a business area from CMO(Contract Manufacturing Organization) oriented
business to CDO(Contract Development Organization) business to become a global No.1
CMO/CDO/CRO company.
CDO services provide cell line development and process development for small and medium sized
pharmaceutical companies which do not possess capacity for cell line development and process
development. CDO business is expected to confront 10% annual growth rate with increase in small
biotech companies and biosimilar antibody pipelines.
(Market Size : '17. $1.1B → '22. 2.2B → '25. 3.0B CARG 13.4%)
Meanwhile, CRO(Contract Research Organization) business based on the capabilities of the existing
quality analysis laboratory is underway, and related business capabilities are being strengthened.
D. Reorganization
- Not applicable
E. Currency lisk
- Sensitivity analysis
The Company regularly estimates the foreign exchange risk for fluctuations in KRW exchange rates.
The impact of fluctuations in exchange rates on income before income taxes when KRW exchange
rates changes by 10% to each foreign currency as of the end of 2019 and 2018 are as follows:
A. Liquidity aggregates
The Company’s liquidity is as follows:
(Unit : Million won)
FY 2019 FY 2018
Cash equivalents 125,101 17,622
Short-term financial instruments 320,000 550,000
Financial assets at fair value through profit or loss 210,040 540,081
Total 655,141 1,107,703
The Company has liquid funds of 655.1 billion won at the end of 2019, which is an decrease of 452.6
billion won from 1.1trillion won at the end of 2018. The main reasons for the increase and decrease
are borrowing (186.6 billion won), corporate bonds (1st private equity) worth 50 billion won, and
129.4 billion won for repayment of maturity and acquisition of tangible and intangible assets.
As of the end of 2019, our total borrowing is 638.1 billion won, down 236.6 billion won from 874.7
billion won at the end of 2018. Samsung biologics raised funds through 150 billion won in borrowing
and repaid 50 billion won in corporate bonds (1st private equity) and 336.6 billion won in borrowing.
In addition, net borrowing, which deducts liquidity funds that can repay borrowings, is △17 billion
Financial Maturity
Issued date Interest rate(%) Amount
institution date
Korean
Loans currency SMBC Bank 2019-12-20 2020-01-31 CD(91days)+0.55% 30,000
borrowings
Korean
Loans for
currency Hana Bank 2019-11-14 2020-11-13 CD(91days)+1.35% 50,000
equipment
borrowings
Korean
Loans for
currency Mizuho Bank 2019-12-20 2019-12-18 CD(91days)+0.46% 70,000
equipment
borrowings
Total 150,000
The year-based borrowing redemption plan as of December 31, 2019 is as follows:
(*1) Redemption is made based on actual repayments (face value) except discounts on bond
issuance of 3.61 million won.
- For matters concerning the Company’s important accounting policies and estimates, refer to the
notes for use of financial information of 6. Other matters relating to finance under III. Matters relating
to finance.
- There is no significant change in employees including the transfer of key human resources during
2019.
- For major legal regulations relating to the Company’s business, refer to 3. Other matters including
sanctions under XI. Other matters required to protect investors.
D. Matters relating to derivatives & risk management policy
Committed Interest
Financial Contracted Contract Maturity Currency rate(%)
Classification Category exchange
institution Amount Date Date
Sell Buy rate Received Paid
Currency
KEB Hana USD 2018-05- 2023- Libor(3M)
Trading interest USD KRW 1,080.00 3.70
Bank 30,000,000 31 05-31 + 1.70
swap
(unit : won)
Accumulated other
Classification Gain on valuation Loss on valuation
comprehensive income
Currency swap 1,193,320,503 - -
V. Auditor’s Opinion, Etc.
C. Status of signing audit services related to the investee under the equity method with auditors
(Unit: thousand won)
Business year Contract date Service details Service period Service fee Remarks
Audit of financial information of
2019 2019.03.29 2019.03 ~ 2020.02 160,000 -
equity method investees
F. Changes in auditors
On July 12, 2018 and November 14, 2018, the Company was notified of the designation of auditors
for 3 years as a result of actions by the Securities and Futures Commission, and concluded an audit
contract with Samjong KPMG LLC and external auditor of the 7th and 8th business years, while signing
a new contract with designated auditor, Hanyoung EY. The Company has appointed Samil PwC as an
external auditor for two consecutive business years in line with the audit committee's evaluation
process in accordance with audit committee's operational regulations, as the application to suspend
the ruling of a request to withdraw the measure recommended by the Securities & Futures
Commission has been cited.
The following important weaknesses, however, were pointed out for the term and all were corrected
before the end of the year by establishing and implementing appropriate corrective measures.
<Important Weaknesses>
1. Insufficient level of policies and control activities for company-wide control and information asset
management regarding the evidence destruction and concealment incident identified in the previous
term.
1. Insufficient level of policies and control activities for company-wide control and information asset
management
The company has not designed and operated control procedures fully appropriate for: (a) building a
company structure and reporting system to protect information assets and prevent it from being
forged, falsified, damaged or discarded; (b) establishing and operating relevant policies; and, (c)
building a monitoring system to identify violations against the Internal Control System and take
necessary measures. This is potentially an indicative of important weaknesses in the company’s
controlled environment, information and communication, and monitoring activities related to
recordkeeping and storage of accounting information for internal and external reports.
The company has taken the following measures during 2019 in order to improve the important
weaknesses related to the company’s controlled environment, information and communication, and
monitoring activities.
① The Audit Committee appointed experts from outside the company to form an independent
diagnostic committee which autonomously investigated the administrative lawsuit and prosecution
investigation following the measures ordered by the Securities and Futures Commission stated in the
footnote 35 of the financial statements. The investigation was performed:
- on whether there is any additional unlawful acts or inadequate accounting practices other than the
court judgment;
- on whether there is any important accounting slip recorded on the company’s financial and relevant
systems or any document or data attached to the slip that are inappropriately changed and deleted,
and whether the continuity of accounting information is ensured;
- by evaluating the impact of evidential documents presented in the trial on the existing accounting
practices and judgment of the company executives and the governing body.
- on whether internal regulations are violated according to the investigation results, and by evaluating
internal control measures and suggesting remedies.
② The Code of Ethics was revised by which unreasonable instructions from outside can be
counteracted, and the representative director made it clear to the employees the importance of
ethical management through internal communication.
③ All the executives and staff received compulsory training on the Internal Accounting Control
System and fraud prevention. They also pledged to observe the law and put ethical management into
practice. During the training, the company particularly emphasized the importance of a
whistleblowing system which enables all the executives and staff to express their concern on any
violations against accounting, finance reporting, code of ethics and other laws and regulations.
④ The internal audit team was put under the Audit Committee to strengthen the committee’s
independent supervisory function.
⑤ An Information Protection Officer was appointed to protect all the company’s information assets
including accounting information, and an inspection was performed to check how the revised
regulation is implemented after revising the company’s information protection regulation.
The company has not designed and operated control procedures fully appropriate for reviewing data
integrity and accuracy regarding liabilities associated with tangible asset acquisition that are used to
create cash flow statements. The lack of such procedures signifies an important weakness due to
which investment activity-related cash flows and operational cash flows associated with tangible
asset acquisition may not be recorded properly when preparing the company’s cash flow statements.
As a corrective measure for the important weakness regarding cash flow statements, the company
performed an additional review in 2019 on data integrity and accuracy regarding liabilities associated
with tangible asset acquisition and has designed and operated a more comprehensive review process,
for example, by having multiple reviewers to improve accuracy review of cash flow statements
preparation.
Samsung Biologics performs an audit on the Internal Accounting Control System once a year.
VI. Matters Regarding Executive Organizations
Including the Board of Directors
As of the date when the business report is submitted, the Board of Directors (BOD) consists of two
inside directors (Kim Taehan and Kim Dongjoong) and three independent directors (Jeong Seokwoo,
Kwon Soonjo, and Heo Geunnyoung). The BOD consists of executive committee, audit committee,
compensation committee, independent director recommendation committee, and internal
transaction committee.
The Company’s CEO currently chairs the board of directors. The decision was made based on the
judgment of the board of directors that it is best for CEO Kim Tae-han who has devoted himself to
the business area since the Company’s establishment to take the position of the chair of the board
of directors. The Company is doing a mid- and long-term review of whether to add board members
in addition to assigning the position of the chair of the board of directors to another person since the
business will be expanded.
※ As of March 22, 2019, inside director Kim Dong-joong and outside directors Jung Seokwoo and Kwon
Sunjo were reelected; outside director Yoon Byungcheol’s term of office expired; and Heo
Geunnyoung was newly appointed as outside director.
directors
as outside director.
(1) Committees
Committee
Composition Name Purpose & authority Remarks
Name
[Purpose]
To deliberate the matters entrusted by the BOD out
of the company’s material management
information, matters often entrusted by the BOD,
and matters entrusted by the BOD as other material
Executive (Chairperson) management information
2 inside
committee Kim Taehan -
directors
(2011.04.22) Kim Dongjoong [Main authorities]
① Matters regarding management, etc.
② Matters regarding finance, etc.
③ Other matters to be referred
[Purpose]
To secure objectivity and transparency in
determining director compensation
2 [Main authorities]
(Chairperson)
Compensation independent ① Matters regarding the compensation limit of
Kwon Soonjo
committee directors registered directors -
Heo Geunnyung
(2016.08.10) 1 inside
Kim Dongjoong ② Matters regarding the compensation system of
director
registered directors
③ Matters entrusted by the BOD regarding director
compensation
[Purpose]
To deliberate large-scale internal transactions in
order to strength internal control over internal
transactions and external control over shareholders
and to enhance the efficiency of supervision over
illegal support
Internal (Chairperson)
3 [Main authorities]
transaction Heo Geunnyung
independent -
committee Kwon Soonjo ① To approve internal transactions
directors
(2016.08.10) Jeong Seokwoo
② To listen to the report of internal transactions
as outside director.
※ The audit committee and the independent director recommendation committee were excluded according to the corporate
※ The Audit Committee and Independent Director Recommendation Committee were excluded
according to Corporate Disclosure Guidelines set forth by the Financial Supervisory Service
Authority of South Korea.
① Executive committee
as outside director.
as outside director.
※ On March 22, 2019, the internal transaction committee was held twice. There were two members of the internal transaction
committee in the morning and three members of the committee in the afternoon.
D. Independence of directors
Directors are appointed at the general meeting of stockholders, and director candidates to be
appointed by the general meeting of stockholders are recommended by the Board of Directors, which
is decided as a bill to be submitted to the general meeting of stockholders. The Company ensures
directors’ independence to make them objectively oversee the company business.
Consecutive
Termination
Name terms Appointment background Recommendation Tasks
of term
(No.)
- A professional enterpriser who
has been working as the CEO
O CEO, Chairman of
Kim Taehan 2020 AGM since the foundation of the
(2) BOD Executive
Company and has been improving
committee
the Company by making
important decisions with a long-
Consecutive
Termination
Name terms Appointment background Recommendation Tasks
of term
(No.)
term view
- Representative of South Korea’s
bio industry with high awareness
and reliability in relation to
global pharmaceutical companies
- The company expects to lead
the company’s future contracts
and new business projects
- Contributed to the
transplantation of advanced
company management system to
the company based on past
experience of working for
Samsung Electronics
Kim O - Expected to contribute to the CFO, Inside
2022 AGM BOD
Dongjoong (1) company's continued growth by director
overseeing HR, IT, Finance,
Business planning and Business
Innovation departments, which
are the company's key
management functions.
- As an accounting expert (KICPA)
and a professor of business
administration, he served as a
Independent Independent
non-executive member of the
Jeong O director director, Chairman
2022 AGM Korea Accounting Institiue
Seokwoo (1) recommendation of audit
- Expected to contribute to committee committee
stable accounting standards that
is suitable for global business.
Independent
- As an expert in bioengineering,
director, Chairman
he served as a professor at Utah
of Compensation
State University Independent
committee,
Kwon O director
2022 AGM - Expected to contribute to the Chairman of
Soonjo (1) recommendation
management of the latest Independent
committee
technology and trends in director
bioengineering recommendation
committee
- As a legal expert (lawyer),
Served as presiding judge at the
Seoul Central District Court and a
professor at the Judicial
Independent
Research and Training institute Independent
director, Chairman
Heo director
2022 AGM X - As a legal expert with of Internal
Geunnyung recommendation
considerable experience in legal transaction
committee
practice and academic fields, the committee
Company looks forward to the
inspection and reinforcement of
existing legal system
※ As of March 22, 2019, outside director Yoon Byungcheol’s term of office expired; and Heo Geunnyoung was newly appointed
as outside director.
The Company has created the independent director recommendation committee on August 10, 2016
for the recommendation of independent director candidates, and the committee will review their
competence and recommend qualified persons. The independent director recommendation
committee is composed of three directors including CEO Kim Taehan and independent directors Kwon
Soonjo and Jeong Seokwoo.
Kwon Jeong Kim
Date Details of agendas Result Soonjo Seokwoo Taehan
(100% (100% (100%
attendance) attendance) attendance)
The Company provides the independent directors with access to support staff so they are able to
perform their duties professionally in the BOD and the Board committees. The support staff provides
the Directors with reference materials corresponding to the meeting agendas well in advance so
Directors will have the ample opportunity thoroughly review the topics to be discussed before the
Board and committee meetings. If necessary, the Directors are provided with separate information
sessions on any item on the agenda and they are also frequently provided updates on other key
management issues
Reasons for
Date Educator Attendant Contents of Education
absence
Jeong Seokwoo
Korea Health Industry - Attend BIO KOREA 2019 conference and
2019.04.18 Kwon Soonjo -
Promotion Agency exhibition
Heo Geunnyung
- Audit committee tasks for the successful
settlement of principle-based accounting
Samjong KPMG standards
2019.05.14 (Audit Committee Support Jeong Seokwoo - - The direction of change of audit
Center) committee in the introduction of the new
Act on External Audit of Stock Companies
as a major statistic
- Accounting transparency and corporate
sustainability
- Global registration trends
- Analysis and implications of supervised
2019.06.18 EY Han Young Jeong Seokwoo -
cases and modified audit opinions
- External audit directions and company
response measures according to
strengthened regulations
Reasons for
Date Educator Attendant Contents of Education
absence
- The role and measures of the company
Samjong KPMG Jeong Seokwoo
and audit committee to improve the
2019.07.23 (Audit Committee Support Kwon Soonjo -
effectiveness of the Internal Control
Center) Heo Geunnyung
Management System
-Corporate Social Value Creation Strategy
(CSR / CSV) and Audit Committee
2019.10.17 Audit Committee Forum Heo Geunnyung -
-10 questions to be asked by Audit
Committee
Directors
Jeong Yoon Kwon Heo
Date Details of agendas Result Seok Byung Soon Geun
woo chol jo nyung
(100% (100% (100% (100%
attendance) attendance) attendance) attendance)
1. Discussion on key audit items
2019.01.15 - - - -
for external audit
[Resolution Item]
1. Revision of the regulations Approved For For For
for internal control
management
[Report Item]
1. Report on FY2018 financial - - - -
2019.01.31
statements and annual
business report
2. Report of revision of the - - - -
operation regulations of audit
committee
3. Report on audit activities - - - -
[Resolution Item]
Approved For For For
1. Enactment of the regulations N/A
for appointment of external
auditors
[Report Item]
- - - -
1. Review of the 8th(FY2018)
AGM
- - - -
2019.02.27 2. Report on Internal Accounting
Control System
3. Report on modification of
- - - -
financial statements
(2018 1~3Q)
4. Report on annual plan of
- - - -
audit team
5. Report on audit activities
- - - -
[Resolution Item]
2019.03.08
1. Selection of external auditors Approved - - -
1. Report on the annual activity -
2019.03.22 plan of the audit committee N/A
2. Report on training programs - - - -
of the audit committee
3. Audit schedule according to - - - -
external audit contract
conclusion
1. Report on 2019 1Q financial - - - -
statements
2. Report on 2019 Plan of the - - - -
Internal Accounting Control
2019.04.24 system
3. Report on 2019 audit plan of - - - -
external auditor
4. Report on progress of 2019 - - - -
1Q audit
1. Report on progress of 2019 - - - -
2019.05.13
1Q audit
1. 2019 interim consultation on - - - -
2019.06.13
audit progress
1. Report on 2019 half year - - - -
financial statements
2. Report on 2018 financial - - - -
statements corrections
3. Report on 1H audit results and - - - -
2H plan
4. Report on 2019 1H Internal - - - -
2019.07.23
Accounting Control System
evaluation
5. Report on progress of 2019 - - - -
2Q audit
6. Audit progress status of - - - -
Internal Accounting Control
System
1. Report on Internal Accounting - - - -
Control System consulting
2019.08.23 progress
2. Interim consultation on audit - - - -
progress
[Resolution Item] - - - -
1. Report on Audit Committee Approved For For For
Evaluation Support
[Report Item]
1. Report on 2019 3Q financial - - - -
statements
2. Report on 2019 3Q Internal - - - -
2019.10.23
Accounting Control System
evaluation
3. Report on progress of 2019 - - - -
3Q audit
4. Audit progress status of - - - -
Internal Accounting Control
System
1. Report on assessment - - - -
2019.11.06
committee results
[Resolution Item]
1. Approval of non-audit service Approved For For For
by auditors
2019.12.16
[Report Item]
1. Report on the 2nd result of - - - -
the assessment committee
1. Report on the 3rd result of - - - -
the assessment committee
2019.12.30 2. Progress in PA work to - - - -
supplement accounting
expertise
※ In addition to the above activities, we have conducted a written report to the Audit Committee during the year.
- '19.09.11 : Report of PA selection related to primary accounting and internal accounting management system
D. Education plan & status of audit committee
(1) 2019 Education plan of audit committee
Education plan
2019.Apr. - Attend BIO KOREA 2019 Korea Health Industry Promotion Agency
Jeong Seokwoo
Korea Health Industry - Attend BIO KOREA 2019 conference and
2019.04.18 Kwon Soonjo -
Promotion Agency exhibition
Heo Geunnyung
F. Compliance officer
Name Career Qualification
- Master degree in Laws, Seoul National University
Qualified
Moon Hyung - Lawyer, Law firm KIM CHANG LEE (2006~2017)
(Article 542-12 Clause 5
Woo - Team leader, Legal Compliance Team, No. 1 of Commercial Act)
Samsung Biologics Co., Ltd. (2017~present)
A. Voting system
The Company does not adopt a concentrated vote system, a written voting system, or an electronic
voting system.
Minority shareholders’ rights did not occur in the Company during the time period subject to
disclosure.
C. Competition for management rights
Competition for management rights did not occur in the Company during the time period subject to
disclosure.
VII. Matters Regarding Shareholders
SamsungLifeInsuranceCo., Common
Related party 45,961 0.07 34,381 0.05 -
Ltd.(specialaccount) stock
Common
Kim Taehan Related party 45,500 0.07 45,500 0.07 -
stock
Common
Kim DongJoong Related party 4,300 0.01 4,300 0.01 -
stock
Common
49,675,059 75.08 49,663,479 75.06 -
stock
Total
Preferred
- - - - -
stock
※ the number of investors above is the number of common stock shareholders of Samsung C&T Corporation
recorded up to the latest shareholder list closure date which is 2018.12.31. The shares of Chief Executive
Officer, Business Executive, and Largest Shareholder are recorded up to the disclosure date which is
2019.09.30
- Changes in of Chief Executive Officer, Business Executive, or Largest Shareholder of the Corporation
Chief Executive Officer Business Executive Largest Shareholder
Date of change (Representative Member) (Business Member) (Largest Investor)
※ The above date of change is the day when Yoon Ju hwa, Choi Chi Hun, Kim Shin and Kim Bong Yung
resigned, and when Lee Young Ho, Koh Jung Suk and Chung Keum Yong were inaugurated.
※ For changes in the share ownership status during the period of public disclosure, changes in
ownership and statement by dates are separately disclosed in the electronic disclosure system,
so please refer to the "2019 Annual report" by Samsung C&T Corporation.
Description
Total assets 45,905,517
Total liabilities 19,213,420
Total stockholder’s equity 26,692,097
Sales 30,761,501
Operating income 866,770
Current net income 1,047,891
Samsung C&T Corporation, the largest shareholder of Samsung Biologics Co., Ltd., is located in 123
(Shincheon-dong), Olympic-ro 35-gil, Songpa-gu, Seoul, Korea, and engages mainly in business areas
at home and abroad: the engineering & construction sector including building, civil infrastructure,
plant, and housing; the trading & investment sector including natural resources, steel, chemical &
industrial materials, and living industrial; the fashion sector including apparel products
manufacturing, sales business and textile processing; the resort sector including landscaping and
Everland (drier park), Caribbean Bay (water park), golf club, and catering (Samsung Welstory) and
the biopharmaceutical outsourcing & biosimilar sector.
※ For details of the largest shareholder, refer to Samsung C&T Corporation’s Annual Report for
2019 published in the DART (Data Analysis, Retrieval, and Transfer System).
Changes of the largest shareholder during the time period subject to disclosure are as follows:
Note2) Currently, the largest shareholder Samsung C&T Corporation has 28,742,466 shares which is 43.44% stake.
3. Distribution of shares
A. Shareholders with over 5% ownership and stocks held by the employee stock ownership
Association
(As of December 31, 2019) (Unit: share)
Category Name of shareholders No. of shares Share ratio Remarks
Shareholders with Samsung C&T Corporation 28,742,466 43.44% -
over 5% ownership Samsung Electronics Co., Ltd. 20,836,832 31.49% -
Employees Share Ownership Association 67,984 0.10% -
A. Registered executives
(As of December 31, 2019) (Unit: share)
No. of shares held
Date of Registration Employment With Without Term of Termination
Name Gender Position Tasks Career
birth status status voting voting service of term
rights rights
- CEO, Samsung Biologics Co., Ltd.
(2011.04~)
- New business project team
Kim Inside (2008.05~2011.04) 8 years
M 1957.11 CEO Registered CEO 45,500 - 2020.03.23
Taehan director - Executive, Planning division, 8 months
Samsung Total (2000.01~2008.05)
- Univ of Texas, Austin Chemical
engineering doctor's degree
- Vice President & CFO, Business
Resources Innovation Center,
Samsung Biologics, Co., Ltd.
(2017.03~)
- Vice President & CFO, Corporate
Management Office, Samsung
Biologics, Co., Ltd.
(2014.12~2017.03)
General
Kim Inside Inside - Head of Planning Support Team,
M 1965.02 Registered management 4,300 - 5 years 2022.03.21
Dongjoong director director Samsung Electronics Mechatronics
support
& Manufacturing Technology
Center, Samsung Electronics Co.,
Ltd. (2013~2014)
- Team Leader, S.LSI Biz Unit,
Samsung Electronics Co., Ltd.
(2012.12~2013.12)
- Aju univ. Master of Business
Administration
Independent
- Prof. in Business School, Korea
Jeong Independent Independent director 3 years
M 1962.07 Registered University (1997.03~) - - 2022.03.21
Seokwoo director director (Chairman of 5 months
audit - Chairman, Korea Accounting
committee) Association(2019~present)
- State Univ. of New York, Buffalo,
doctor in business administration
- Prof. in Biological Engineering,
Inha University (2013.03~)
Independent
Kwon Independent Independent - Prof. Utah State University 3 years
M 1965.06 Registered director - - 2022.03.21
Soonjo director director (2006~2013) 5 months
(auditor)
- Univ. of Califonia, Irvine, doctor
of Biotechnology
- Representative Lawyer, PyeongAn
law firm ('16~)
Independent
Heo Independent Independent - Senior Judge, Seoul Central
M 1956.01 Registered director - - 10 months 2022.03.21
Geunnyung director director District Court ('04~'07)
(auditor)
- Master of Law at Seoul National
University
※ On March 22, 2019, Kim Dongjoong, an insider director, Kwon Soonjo and Jeong Seokwoo, outside directors, were reelected, and the term for Yoon Byungchol, an outside director, was over,
and Heo Geunnyoung was newly appointed as outside director.
B. Unregistered executives
※ Number of shares held by executives is as of December 31, 2019. For subsequent changes, refer to the ownership report of executives and major shareholders at the
DART (Data Analysis, Retrieval, and Survival Corporation).
C. Interlocking executive
Interlocking executive Interlocking company
Name Position Name Position
Jeong Seokwoo Outside director SK Networks Outside director
John Rim Executive Vice President Samsung Bioepis Other non-executive director
E. Employees
※ Gross annual salary is based on gross salary in the statement of earned income payments to be submitted to
a competent tax office in accordance with Article 20 of the Income Tax Act.
※ The number of employees above is based on headquarters and registered executives (5 members) are excluded.
The number of employees was recorded including those on leave of absence.
※ The average annual salary amount for one person was calculated based on the average number of employees of a year
which is 2,523 employees (1,533 men and 990 women).
※ The number of persons is as of the date when the business report is prepared.
※ Total compensation is the amount of income paid based on the Income Tax Act to registered directors in office or
retired, independent directors, and members of audit committee as the status of registered executive during the
business year in accordance with Article 159 of the Financial Investment Services and Capital Market Act and Article
168 of the Enforcement Decree of the Act.
※ Per capital average compensation was calculated by dividing gross compensation by annual average number of persons.
1. Affiliates
A. Overview of affiliates
② Summary
Samsung Asset
Management Co., Ltd
Miracom INC Co., Ltd.
Samsung Electronics
Service Co., Ltd.
Harman International Korea
Total 0.1 15.3 19.7 23.9 22.0 17.3 19.0 28.4 20.7 39.8 67.5 100.0
※ As of the end of December, 2019 and based on common stock (Unit: %)
Investee Steel
Samsung Suwon Samsung Samsung
Structure Samsung Samsung Samsung Samsung Samsung
SEMES Electronics Samsung Electronics Corning SUMaterials
Investor Technologies Electronics Display Co., Medison Co., Biologics Co., Bioepis Co.,
Co.,Ltd. Service Co., Football Club Logitech Advanced Co., Ltd.
Co., Ltd. Sales Co., Ltd. Ltd. Ltd. Ltd. Ltd.
Ltd. Co., Ltd. Corporation Glass LLC.
(STECO)
Samsung C&T Corporation 43.4
Samsung Electronics Co.,
70.0 91.5 99.3 100.0 100.0 84.8 68.5 31.5
Ltd.
Samsung SDI Co., Ltd. 15.2
Samsung Electro-
Mechanics Co., Ltd
Samsung Heavy Industries
Co., Ltd
Cheil Worldwide Inc. 100.0
Hotel Shilla Co., Ltd.
S-1 Corporation
Samsung Economic
Research Institute (SERI)
Samsung SDS Co., Ltd.
Samsung Life Insurance
0.1
Co., Ltd.
Samsung Fire & Marine
Insurance Co., Ltd.
Samsung Securities Co.,
Ltd.
Samsung Card Co., Ltd
Samsung Display Co., Ltd. 50.0 50.0
Samsung Biologics Co., Ltd. 50.0
Samsung Asset
Management Co., Ltd
Miracom INC Co., Ltd.
Samsung Electronics
Service Co., Ltd.
Harman International Korea
Total 70.0 91.5 99.3 100.0 100.0 100.0 100.0 68.5 75.0 50.0 50.0 50.0
※ As of the end of December, 2019 and based on common stock (Unit: %)
SAMSUNG
Investee Samwoo ELECTRONICS
Seoul Lake Cheil Fashion Samsung
CVnet Architects & SD Flex Co., SERVICE SECUI Human TSS S1CRM STM Multicampus
Investor Side Retail Co., Welstory Co.,
Corporation Engineers Co., Ltd. CUSTOMER Co., Ltd. Co., Ltd. Corporation Co., Ltd Corporation
Co., Ltd. Ltd. Ltd.
Ltd. SATISFACTION
., LTD.
Samsung C&T Corporation 40.1 100.0 100.0 100.0 100.0 8.7
Samsung Electronics Co.,
Ltd.
Samsung SDI Co., Ltd. 50.0 100.0
Samsung Electro-
Mechanics Co., Ltd
Samsung Heavy Industries
Co., Ltd
Cheil Worldwide Inc.
Hotel Shilla Co., Ltd.
S-1 Corporation 100.0 100.0
Samsung Economic
15.2
Research Institute (SERI)
Samsung SDS Co., Ltd. 9.4 56.5 47.2
Samsung Life Insurance
0.0
Co., Ltd.
Samsung Fire & Marine
Insurance Co., Ltd.
Samsung Securities Co.,
Ltd.
Samsung Card Co., Ltd
Samsung Display Co., Ltd.
Samsung Biologics Co.,
Ltd.
Samsung Asset
Management Co., Ltd
Miracom INC Co., Ltd. 100.0
Samsung Electronics
Service Co., Ltd.
Harman International Korea
Total 49.5 100.0 100.0 50.0 100.0 100.0 100.0 65.2 100.0 100.0 100.0 62.4
※ As of the end of December, 2019 and based on common stock (Unit: %)
investee Samsung Life Samsung SRA Samsung Life Samsung Fire Samsung
HDC SBTM Co., Samsung Life Claim
S-Core Co., Open Hands Miracom Inc Shilla Stay Service Claim Asset Financial & Marine
Shilla Duty Insurance Co.,
Investor Ltd. Co., Ltd. Co., Ltd. Co., Ltd. Ltd. Adjustment Management Service Co., Insurance Co., Adjustment
Free Ltd. Ltd. Service Co.,
Co., Ltd. Co., Ltd. Ltd. Ltd Ltd.
Samsung C&T Corporation 19.3
Samsung Electronics Co.,
Ltd.
Samsung SDI Co., Ltd.
Samsung Electro-
Mechanics Co., Ltd
Samsung Heavy Industries
Co., Ltd
Cheil Worldwide Inc. 5.2 5.4
Hotel Shilla Co., Ltd. 100.0 50.0 100.0
S-1 Corporation 0.6 0.6
Samsung Economic
Research Institute (SERI)
Samsung SDS Co., Ltd. 81.8 100.0 83.6
Samsung Life Insurance
99.8 100.0 100.0 15.0
Co., Ltd.
Samsung Fire & Marine 100.0
Insurance Co., Ltd.
Samsung Securities Co.,
Ltd.
Samsung Card Co., Ltd
Samsung Display Co., Ltd.
Samsung Biologics Co.,
Ltd.
Samsung Asset
Management Co., Ltd
Miracom INC Co., Ltd. 0.5
Samsung Electronics
Service Co., Ltd.
Harman International Korea
Total 88.1 100.0 89.6 100.0 50.0 100.0 19.3 99.8 100.0 100.0 15.0 100.0
※ As of the end of December, 2019 and based on common stock (Unit: %)
Samsung Fire
Samsung Card Samsung Samsung Active Samsung Hedge
Samsung Fire & Marine Samsung Samsung Asset Harman
Investee Samsung Card Customer Samsung Venture Asset Asset
Service Co., Financial Securities Co., Management International
Co., Ltd Service Co., Futures Inc. Investment Management Management
Ltd. Service Co., Ltd. Co., Ltd. Korea
Investor Ltd. Corporation Co., Ltd. Co., Ltd.
Ltd.
S-2 Corporation
Samsung Economic Research
Institute (SERI)
Samsung SDS Co., Ltd.
※ Gain (loss) on valuation of Samsung Bioepis Co., Ltd. and Archigen Biotech Ltd. reflects the amount valued for investment stocks accounted in equity
method.
※ In March 2019, the Company and AstraZeneca of the United Kingdom signed an agreement to contribute a total of US $32 million ($16 million each)
to the joint venture Archigen Biotech Limited, which contributed $10 million on march 22, 2019 and $6 million on April 15, 2019.
C. Interlocking executive
For the details of interlocking executive, refer to VIII. Matters Regarding Executives and Employees - 1. Executives and employees - C. Interlocking executive.
X. Transactions with Stakeholders (Related Party Transactions)
B. Collateral provided
Not applicable
C. Debt guarantee
Not applicable
※ The Company will lease the building to Samsung Bioepis before the completion of Samsung Bioepis'
new R&D center.
◦ Overview
- Signed the binding letter of intent regarding outsourced
Entering into
drug manufacturing
2019.4.1 Single Sales or In progress
- Contract amount : USD 31,274,225
Supply Contract
- Counterpart : Cytodyn Inc.
- Contract period: 2019. 4. 1 ~ 2027.12.31
◦ Overview
- Signed the binding letter of intent regarding outsourced
drug manufacturing
Entering into - Contract amount : USD 31,985,200
2019.4.26 Single Sales or - Counterpart : Pharmaceutical company in Asia In progress
Supply Contract - Contract period: 2019. 4. 26 ~ Contract end date
※ The disclosure of the confidential details of contract end
date is reserved.
◦ Overview
- Signed the binding letter of intent regarding outsourced
drug manufacturing
Entering into - Contract amount : USD 17,142,200
2019.4.26 Single Sales or - Counterpart : Pharmaceutical company in Asia In progress
Supply Contract - Contract period: 2019. 4. 26 ~ Contract end date
※ The disclosure of the confidential details of contract end
date is reserved.
◦ Overview
- Signed the binding letter of intent regarding outsourced
drug manufacturing
Entering into - Contract amount : USD 29,769,800
2019.5.14 Single Sales or - Counterpart : Pharmaceutical company in Asia In progress
Supply Contract - Contract period: 2019. 5. 14 ~ Contract end date
※ The disclosure of the confidential details of contract end
date is reserved.
◦ Overview
- Signed the binding letter of intent regarding outsourced
drug manufacturing
Entering into - Contract amount : USD 33,829,763
2019.5.17 Single Sales or - Counterpart : UCB In progress
Supply Contract - Contract period: 2019. 5. 17 ~ Contract end date
※ The disclosure of the confidential details of contract end
date is reserved.
◦ Overview
- Signed the binding letter of intent regarding outsourced
drug manufacturing
Entering into - Contract amount : USD 46,758,000
2019.12.3 Single Sales or - Counterpart : Pharmaceutical company in US In progress
Supply Contract - Contract period: 2019. 12. 3 ~ Contract end date
※ The disclosure of the confidential details of contract end
date is reserved.
◦ Overview
- Signed the binding letter of intent regarding outsourced
drug manufacturing
Entering into - Contract amount : USD 45,046,496.80
2019.12.24 Single Sales or - Counterpart : Pharmaceutical company in Swiss In progress
Supply Contract - Contract period: 2019. 12. 24 ~ Contract end date
※ The disclosure of the confidential details of contract end
date is reserved.
Date of
Agenda Resolution
meeting
2013.02.14 - Appointment of auditors Pass
- Approval of financial statements for the 2nd accounting period
- Approval of compensation limit of directors
2013.03.29 Pass
- Adoption of the executive severance pay rules
- Alteration of the articles of incorporation
- Approval of financial statements for the 3rd accounting period
2014.03.27 - Appointment of directors Pass
- Approval of the compensation limit of directors
2014.10.08 - Appointment of auditors Pass
- Approval of financial statements for the 4th accounting period
2015.03.27 - Approval of directors Pass
- Approval of compensation limit of directors
- Approval of financial statements for the 5th accounting period
- Appointment of directors
2016.03.30 Pass
- Approval of compensation limit of directors
- Report the appointment of independent directors
- Approval of stock split
- Approval of the articles of incorporation
2016.08.10 Pass
- Appointment of directors
- Appointment of the members of audit committee
- Approval of financial statements for the 6th accounting period
2017.03.24 - Appointment of directors Pass
- Approval of compensation limit of directors
- Approval of financial statements for the 7th accounting period
2018.03.22 Pass
- Approval of compensation limit of directors
- Approval of financial statements for the 8th accounting period
- Change of the articles of incorporation
2019.03.22 - Appointment of directors Pass
- Appointment of Members of Audit Commitee
- Approval of compensation limit of directors
- Approval of financial statements for the 9th accounting period
2020.03.20 Pass
- Appointment of directors
- Approval of compensation limit of directors
A. Important litigations
Loan commitments signed with financial institutions as of the end of 2019 are as follows:
(Unit: thousand won, USD)
Limits Execution amount
Bank Type
Currency Amount Currency Amount
Overdraft KRW 10,000,000 KRW -
B2B Plus KRW 5,760,000 KRW -
Woori Bank
General purpose loan KRW 30,000,000
Facility investment loan KRW 70,000,000 KRW 70,000,000
Overdraft KRW 10,000,000 KRW -
Facility investment loan KRW 50,000,000 KRW 50,000,000
KEB Hana Bank Facility investment loan KRW 49,700,000 KRW 500,000
Combined limit KRW 40,000,000 KRW -
Facility loans in Fcy USD 30,000 USD 30,000
General purpose loan KRW 19,214,000 KRW -
Shinhan Bank Overdraft KRW 10,000,000 KRW -
Facility investment loan KRW 70,000,000 KRW 70,000,000
Facility investment loan KRW 18,750,000 KRW 18,750,000
Kookmin Bank
Facility investment loan KRW 60,000,000 KRW 60,000,000
Korea Facility investment loan KRW 12,500,000 KRW 12,500,000
Development
Bank (KDB) Facility investment loan KRW 20,000,000 KRW 20,000,000
Mizuho Bank Facility investment loan KRW 70,000,000 KRW 70,000,000
Sumitomo Mitsui General purpose loan KRW 30,000,000 USD 30,000,000
Banking
Corporation Facility loans in Fcy USD 10,000 USD 10,000
Details of guarantees provided from financial institutions at the end of 2019 are as follows:
(Unit: thousand won, USD)
If the Company does not comply with the commitments below, financial institutions may require an
early redemption of long-term borrowings. Details of debt covenants related to long-term borrowings
with financial institutions as of September 30, 2019 are as follows:
The Company is exempted from all rental fees on land usage by meeting the requirements for rent
reductions provided by the Public Asset Management Ordinance of Incheon Metropolitan City when
the Company concluded a contract to lease the land with Incheon Metropolitan City. The Company
recognized the fair value of the exempted rental fee from Incheon Metropolitan City as intangible
asset, and booked the same amount as deduction of assets in the account of government grants. The
free land lease period and the requirements for full exemption are as follows:
Total land lease period is 50 years with the initial period of 20 years from April 28, 2011 when the
land lease contract was concluded and every 10 years of renewal afterwards.
On 29 April 2019, 354 people, including Kang, have filed a lawsuit against Samsung Bioepis investment
stock accounting (see Note 35), which is currently pending, and the value of the suit is 8,449 million
won.
A. Sanctions
- The Company was designated as an unfaithful disclosure corporation on April 6, 2017 by Korea
Exchange and received a fine (8,000 thousand won) because the Company violated the disclosure
regulation according to the Article 35 and 38-2 of KOSPI Market Disclosure Regulation by delaying to
disclose the audit report of its subsidiary on March 3, 2017, when it was supposed to disclose by
February 28, 2017. The Company will make efforts to prevent any similar violations, such as
reinforcing monitoring.
- The company didn't have safety training for people handling hazardous chemicals according to
Article 33 of the Chemical Management Act. April 30, 2018 from the Korea Chemical Safety Institute
the company was fined (1,440,000 won) and paid the above fine. The Company will make efforts to
prevent any similar violations, such as reinforcing monitoring.
- On July 12, 2018, the Securities & Futures Commission(“SFC”) announced its ruling according to the
Act on External Audit of Stock Companies against the Company for failing to disclose information
regarding the joint venture agreement between Biogen Therapeutics Inc in the public disclosure. In
order to prove unfairness of the decisions and actions taken by The Securities and Futures Commission
on October 10th of 2018, the company filed a lawsuit for cancellation of dispositions, such as dismissal
of executives on October 8th of 2018. (Seoul Administration Court)
In relation to the decisions taken by the Securities and Futures Commission (July 12, 2018), the
Company filed an injunction with the Seoul Administrative Court on December 18, 2018 requesting
the suspension of the validity until 30 days after the declaration of the ruling of the cancellation
claim, and on February 19, 2019, the Seoul Administrative Court cited the company's injunction and
The Securities and Futures commission appealed on February 21, 2019. On May 24, 2019, the Seoul
High Court upheld the Seoul Administrative Court's decision and rejected the SFC's appeal, and SFC
made re-appeal again on June 10. On October 11, 2019, the Supreme Court upheld the Seoul High
Court's decision on the second trial and rejected the SFC's appeal.
- On November 14, 2018 the SFC announced its ruling according to the Act on External Audit of Stock
Companies against the Company for violating accounting standards by inappropriately applying
consolidated method regarding investments in Samsung Bioepis. In order to prove unfairness of the
decisions and actions taken by The Securities and Futures Commission and Financial Supervisory
Service, the company filed a lawsuit for cancellation of dispositions, such as rewriting of financial
statements on November 27th of 2018. (Seoul Administration Court)
In relation to the decisions taken by the Securities and Futures Commission (November 14, 2018), the
Company filed an injunction with the Seoul Administrative Court on November 27, 2018 requesting
the suspension of the validity until 30 days after the declaration of the ruling of the cancellation
claim, and on January 22, 2019, the Seoul Administrative Court cited the company's injunction and
the Securities and Futures Commission appealed on January 30, 2019. On May 13, 2019, the Seoul
High Court upheld the Seoul Administrative Court's decision and rejected the SFC's appeal, and SFC
made re-appeal again on May 23. On September 6, 2019, the Supreme Court upheld the Seoul High
Court's decision on the second trial and rejected the SFC's appeal.
The Company has not been notified of the occurrence of short-term sales margin as of the date when
disclosure documents for the past three business years and this business year were prepared, from
the Securities and Futures Commission (Chairman of the Financial Services Commission).
- On January 29, 2020, the company established Samsung Biologics America, Inc., a subsidiary in the
U.S. in order to secure more orders and expand our overseas base. (Integrated 100%)
- On February 17, 2020, 31 (the plaintiffs), including Shim, filed a compensation suit with the Seoul
Central District Court against Samsung C&T Corp. and 19 others.(A claim amount of 200,320,000 won)
The plaintiffs claimed that the plaintiffs, who are shareholders of the former Samsung C&T, suffered
losses due to the calculation of unfair merger ratio in the merger of Samsung C&T and Cheil Industries
by not disclosing important information related to the company's possession of Samsung Bioepis
control.
- On March 4, 2020, 8 (the plaintiffs),including Jung, filed a compensation suit with the Incheon
District Court against the company.(A claim amount of 437,944,500 won) The plaintiffs claimed that
the company (the defendant) suffered a loss due to the decline in the stock price held by the plaintiffs
by changing the method to the equity method in violation of accounting standards in accounting for
Samsung Bioepis stocks held by the company.
The company has issued private equity bonds with no name in the name of the bearer through the
resolution of the Board of Directors.
For more information, please refer to 6. Other financial matters, the details of the debt securities
issue are as follows:
I. Roles and obligations as a financial investment business of special purpose acquisition company
- Not applicable
More details on the above asset transfer transactions can be found in the “Key Itens Report” released
by the Company on the Financial Supervisory Service e-Disclosure website (http://dart.fss.or.kr).
Please refer to the footnotes on business combinations in the financial statements for other key
business combinations.
K. Green management
The Company states the matters regarding greenhouse gas emissions and energy consumption that
must be reported to the government in accordance with Article 44 of the Framework Act on Low
Carbon and Green Growth as the Company falls under the entities subject to the target management
of greenhouse gas emissions and energy consumption prescribed in Section 5 of Article 42 of the
Framework Act on Low Carbon and Green Growth.
The reason that greenhouse gas emission rises every year is due to because of increased utility and
energy use to maintain the environment of GMP after the expansion of the 3rd plant and the increase
in the operation rate of the 2nd and 3rd plants, and the increase in the amount of energy use is
increasing due to the expansion of the CDO service. Details of greenhouse gas emissions and energy
consumption are as follows:
※ The greenhouse gas emissions and energy consumption above are the data disclosed in the Greenhouse Gas
Inventory and Research Center under the Office for Government Policy Coordination Prime Minister’s Secretariat.
[Confirmation by Expert]
1. Confirmation by expert
Not applicable
2. Expert’s relations
Not applicable