2025 Corporate Governance Report Filing (86.7% Compliance with Key Indicators)
Original: 기업지배구조보고서공시
Summary
The company filed its annual Corporate Governance Report for fiscal year 2025, reporting 86.7% compliance with the 15 key governance indicators set by the Korea Exchange. Notable governance practices include an independent director serving as Board Chair, a board composition of 6 outside directors out of 9 members (including 1 female), and an audit committee composed entirely of outside directors with a financial expert. The company will abolish its anti-cumulative-voting clause at the 73rd AGM (March 24, 2026), with the change taking effect September 10, 2026. Consolidated revenue grew to KRW 1,397.2 billion (up from KRW 1,131.2 billion) with operating profit of KRW 277.3 billion, reflecting strong recovery in the foundry business.
Full Translation
Amended Disclosure / Corporate Governance Report Filing
[000001] Corporate Governance Report Filing Statement
[000002] I. Company Overview
1. Company Name: DB HiTek Co., Ltd.
2. Disclosure Period and Report Reference Date:
- Disclosure period start: 2025-01-01
- Disclosure period end: 2025-12-31
- Report reference date: 2025-12-31
2-1. Current / Prior / Two Years Prior Fiscal Year Periods
- Current period: 2025-01-01 to 2025-12-31
- Prior period: 2024-01-01 to 2024-12-31
- Two years prior: 2023-01-01 to 2023-12-31
3. Corporate Governance Report Preparation Personnel
- Disclosure Officer: Yang Seung-joo, Vice President, Management Support Office, Tel: 032-680-4700, Email: seungjoo.yang@dbhitek.com
- Working-Level Staff: Oh Young-ho, Part Leader, Finance Team, Tel: 032-680-4430, Email: mable@dbhitek.com
4. Table 1-0-0: Company Overview
- Largest shareholder and related parties: DB Inc. and 13 others
- Ownership stake of largest shareholder group: 27.90%
- Minority shareholder stake: 58.10%
- Industry: Non-financial
- Main product: Fabricated System-LSI Wafer (semiconductors)
- Subject to Fair Trade Act business group regulation: Yes
- Subject to Public Institution Operation Act: No
- Business group name: DB
Summary Financials (KRW millions):
- Consolidated revenue: Current 1,397,233 / Prior 1,131,168 / Two years prior 1,154,224
- Consolidated operating profit: 277,295 / 190,839 / 265,437
- Consolidated net income: 252,582 / 229,386 / 264,149
- Consolidated total assets: 2,992,582 / 2,396,851 / 2,043,379
- Separate total assets: 2,514,222 / 2,146,937 / 1,998,100
[000003] Status of Compliance with Key Governance Indicators
Compliance rate: 86.7%
5. Key Governance Indicator Compliance Status (Current Period / Prior Period / Notes):
- AGM convocation notice 4 weeks in advance: Yes / Yes — 73rd AGM (March 24, 2026) notice issued February 23, 2026.
- Electronic voting implemented: Yes / Yes — In place since the 62nd AGM in March 2015.
- AGM held outside of concentrated dates: Yes / Yes — Held March 24, 2026 (concentrated dates were March 25, 27, 30, 2026).
- Cash dividend predictability provided: Yes / Yes — Dividend amount confirmed first (Feb 23, 2026) then record date set (March 10, 2026).
- Dividend policy and plan disclosed to shareholders at least once a year: Yes / Yes — Korean/English disclosure and website posting upon confirmation.
- CEO succession policy established and operated: Yes / Yes — Policy codified in writing.
- Risk management / internal control policy established and operated: Yes / Yes — Compliance control standards, internal accounting management rules, disclosure information management rules, FX risk management rules.
- Chair of the Board is an outside director: Yes / Yes — Articles amended at 71st AGM (March 28, 2024) allowing Board to select Chair; outside director appointed as Chair.
- Cumulative voting system adopted: No / No — Removal of anti-cumulative-voting clause to be proposed at 73rd AGM (effective September 10, 2026).
- Policy to prevent appointment of executives responsible for harming corporate value or shareholder rights: Yes / Yes — Codified in HR regulations.
- Board composition is not single-gender: Yes / Yes — 9 directors include 1 female outside director.
- Independent internal audit department established: Yes / Yes — Audit committee composed entirely of outside directors.
- Internal audit team includes accounting/finance expert: Yes / Yes — Bae Hong-gi (outside director) is the financial expert.
- Internal audit meets external auditor at least quarterly without management present: No / No — Face-to-face meeting held once a year (quarterly meetings including written form).
- Procedure for internal audit team to access key management information: Yes / Yes — Audit Committee Operating Rules, Article 4 (Duties and Authority).
[000004] II. Corporate Governance Status
[100000] 1. General Corporate Governance Policy
A. Overall description of the company's governance-related policy direction and key considerations:
DB HiTek, as a responsible global corporate citizen, seeks to create not only economic value through sustained growth but also social value, pursuing a path of mutual prosperity together with diverse stakeholders including customers, employees, and shareholders. To this end, the company strives to build a governance structure that is the foundation of transparent and rational management.
The company's governance operates under principles of transparent and responsible management following lawful procedures. As of the report submission date, the Board consists of 9 members in total, with 6 outside directors, ensuring independent judgment and decision-making. Directors are elected at the general shareholders' meeting; candidates are selected by the Board and the Outside Director Candidate Recommendation Committee and finalized as agenda items for the shareholders' meeting. Information on director candidates is faithfully disclosed to shareholders and other stakeholders ahead of the AGM through filings on the FSS DART system and KRX corporate disclosure channel as well as via the AGM convocation notice.
[Translation truncated]
Aug 14, 2025
₩46,600
₩43,150
-7.40%
Jul 1, 2025
₩46,700
₩46,400
-0.64%
Jun 30, 2025
₩46,800
₩46,150
-1.39%
May 30, 2025
₩39,000
₩44,500
+14.10%
Past performance does not guarantee future results. Small sample sizes may not be representative. For informational purposes only.