Adore (CEO Min Hee-jin) Official Statement

Let me give you the exact facts about Hive's claims.

We deeply regret that at this important time when New Jeans' new album has been released, we are once again expressing our position through news rather than as artists.

Adore has repeatedly asked HYBE to refrain from media activities that spread issues other than artist news so that the value of NewJeans' efforts will not be undermined during conversations with the press. HYBE also stated that it would not refute CEO Min Hee-jin's press conference. However, we express deep disappointment and regret that they have resumed refuting through the press again in less than a day.

Even after this rebuttal from Hive, Adore did not take any action to protect the artist’s activities or to protect the value. However, as the public’s confusion continues to increase due to unconfirmed issues, Adore would like to tell you the exact facts about the current controversial part.

1. Regarding the seizure of management rights

The “seizure of management rights” claimed by Hive is a groundless and empty claim. Also, the materials presented as evidence were not intended to seize management rights, but were “imaginations” that arose from the ongoing conflict with Hive. I would like to make it clear once again that there were no specific plans or actions related to this.

As the investigation began and the negative public opinion war intensified, the vice president, who was very worried about CEO Min Hee-jin's safety, went to Hive's key executives and asked them to stop the one-sided public opinion war. However, Hive's executives said that now was not the time to worry about CEO Min Hee-jin, and said things like, "If you get sued, how are you going to pay the damages you'll have to pay if you, as a worker, get your tail cut?" and "Think of your family" and tried to persuade her to cooperate with Hive. They psychologically pressured the vice president into signing the consent form to provide information, saying, "If you cooperate, there won't be a problem." The next day, the vice president's KakaoTalk messages were released to the media. This is a serious invasion of privacy and human rights.

Recently, when CEO Min Hee-jin's legal representative checked with Yongsan Police Station to submit a senior official's report, it was confirmed that the deputy CEO, who wrote the document in question, was excluded from the list of defendants.

Hive maliciously fabricated the conversation without considering the context of the conversation as if the original purpose was to seize management rights, and intentionally reported this extensively in the media. CEO Min Hee-jin's statement, "This must be a side conversation," is also a fabrication of statements that are completely unrelated to the content.

2. Regarding monetary compensation

First, CEO Min Hee-jin revealed at the press conference that the 2 billion won was an 'incentive' rather than an annual salary. It was a reward for achieving an operating profit of 33.5 billion won in just two years after the establishment of Adore.

As stated in the press conference, the issue raised when calculating incentives was not the amount itself, but rather the criteria for determining incentives and the transparency of the decision-making process. CEO Min Hee-jin felt that Hive’s incentive determination criteria were unclear and that there was a lack of clear explanation of the process for calculating incentives.

Distorting the facts about such incentives and clouding the issue by mentioning CEO Min Hee-jin's annual salary, incentives, and stock compensation can only be seen as an attempt by Hive to falsely frame CEO Min Hee-jin as being motivated by financial desires.

3. Regarding the process of internal reporting and auditing

On April 22nd at 10 AM, CEO Park Ji-won reportedly replied to Adore’s whistleblowing email. At the same time, Hive began an audit, including confiscating the vice-president’s laptop. In addition, they sent an official letter demanding the resignation of CEO Min and calling for a general shareholders’ meeting. Then, just a few hours later, news articles were reported one after another that Adore had exercised its full power to audit its management. And the next day, articles about Hive’s personal attacks continued as if they were live broadcasts. I would like to ask Hive again. What was your response to CEO Min Hee-jin’s whistleblowing email?

I also want to ask. What kind of listed company would publicly reveal the audit details that should have been conducted privately, and would even edit out unconfirmed details and report them as if they were live broadcasting? This is especially true when the artist under their label is about to make a comeback.

This exercise of the right to audit is causing serious obstacles to the work of CEO Min Hee-jin and Adore members who have been working day and night in preparation for New Jeans' comeback. In particular, Hive claims that they are providing new laptops and downloading existing data as soon as they are returned so that work is not interrupted, but this is not true, and the vice-presidents' laptops were confiscated without even having time to download existing work data. The confiscation process was also unreasonable.

4. Regarding Hive’s promise to debut them as the first girl group

Since the 'Plus Global Audition', HYBE has already announced to the public that New Jeans is Min Hee-jin's girl group and HYBE's first girl group. This is a fact that both the parents of New Jeans and the executives and staff of Adore at the time remember as witnesses. In the end, with the recruitment of Sakura and Kim Chae-won, Le Seraphim became HYBE's first girl group, and even though it was revealed to be true that HYBE did not keep its promise of being 'HYBE's first girl group', HYBE does not hesitate to make false claims. At the time, CEO Min Hee-jin gave up her shares and requested the establishment of Adore, and after enduring various disputes during the establishment, she transferred the New Jeans members to Adore and had them debut there.

Despite the truth about this process of New Jeans' debut, it is regrettable that HYBE continues to lie about what has already happened, saying, "Because the company was split and contracts were transferred, the debut schedule of New Jeans had to be delayed regardless of HYBE's intention."

5. Regarding the part where they told us not to promote New Jeans when we debuted

HYBE stated that there were concerns that the fact that Sakura-san was joining Source Music and the information about the composition of the New Jeans members would be exposed, but this is not only untrue, but also illogical.

There is no explanation whatsoever as to what Adore's debut team revealing itself as a "team comprised entirely of rookies" has to do with Sakura-san joining Source Music, or what the problem is with the information about the Adore debut members being leaked.

HYBE made an excuse saying, "Since the two teams debuted back to back, there wasn't enough time to promote each other, so we decided to set a minimum promotional period," but in reality, there was no such agreement. At the time, HYBE wanted to create confusion in the market that Seraphim might be Min Hee-jin's girl group, and as a result, CEO Park Ji-won blatantly asked CEO Min Hee-jin to not promote New Jeans on Adore via phone calls and SNS. This can be confirmed through SNS conversation records between CEO Park Ji-won and CEO Min Hee-jin, but HYBE keeps changing their story, giving unrelated reasons.

6. Regarding the claim that it was not a slave contract

CEO Min Hee-jin does not deny the necessity of the non-compete clause itself. As the CEO of a company that operates an entertainment business, she is well aware that she may be prohibited from engaging in competing businesses during her term of office and for a certain period thereafter. However, the subject business and period of the non-compete clause must be reasonable, but the current shareholder agreement does not do so.

Contrary to the official position on April 25, Hive's rebuttal released on April 26, which was distributed to all media outlets, refuted the statement by disclosing part of the content and placing the responsibility for announcing the shareholder agreement on CEO Min Hee-jin.

The unreasonableness of the current shareholder agreement lies, above all, in the fact that CEO Min Hee-jin can be free from the non-compete clause that requires her to no longer hold any stocks, and it would be natural for anyone to want to resolve this unfairness. In its rebuttal, Hive states that it sent a response last December saying, “There was a difference of interpretation in the sale-related clause in the contract, and we will resolve the ambiguous clause,” but the content is not ambiguous in the eyes of any lawyer, and CEO Min Hee-jin must continue to bear the non-compete obligation until she disposes of all stocks with Hive’s consent. Although it is said that it sent a response saying that it would resolve the ambiguous clause in December last year, it was not until mid-March of this year that it was able to receive a revised proposal that included the relevant content.

7. Follow-up reports on other shareholder agreements

Since Hive's rebuttal, there have been many follow-up reports that Hive has confirmed through the media, which are full of speculation and distortion regarding the shareholder agreement. We would like to inform you so that there will be no more misunderstandings.

Regarding the put option, Hive is claiming that CEO Min Hee-jin insisted on a 30x ratio, as if the current conflict was motivated by financial reasons. However, the 30x ratio was merely one of the proposals made in the process of changing the shareholder agreement that had several unreasonable elements, reflecting the value of the boy group's production in the future, and it was not even a priority item for negotiation.

In addition, Hive promised CEO Min Hee-jin an additional 10% of Adore's stock as stock options when signing the stock purchase agreement and shareholder agreement in March of last year. However, after receiving legal advice, it was discovered that stock options could not be granted to CEO Min Hee-jin, who was a major shareholder under the Commercial Act. These stock options were not requested by CEO Min Hee-jin, but were proposed by Hive. CEO Min Hee-jin could not shake the belief that Hive had deceived her. It was a matter of 'trust'.

Hive proposed to lift the non-compete obligation, and CEO Min Hee-jin is said to have rejected it, but this is also not true. Hive proposed that he would have to work for 8 years and have to be subject to a non-compete obligation for 1 year after retirement, and that the put option would be exercised in stages according to the period. However, during the negotiation of the shareholder agreement, a controversy over Ailit arose and has continued to this day. CEO Min Hee-jin has not conveyed her position on Hive’s proposal. It is not true that CEO Min Hee-jin expressed her intention to reject it.

8. Regarding the fact that the shaman is just an acquaintance

The success of New Jeans and the amazing results that Adore has achieved in a short period of time are based on rational management decisions. These claims seem to be framed by Hive to denigrate and deny Adore's success.

The reason for Adore's sales and operating profit is that they prevented unnecessary spending, managed the budget efficiently, and at the same time, worked hard to improve the brand image to increase its value. If it is possible as they claim, why do CEO Min Hee-jin and Adore members work so hard day and night?

It is pathetic that Hive, which should be leading K-POP, attempted to frame this as personal defamation that is unrelated to the issue and not worth responding to, and announced it right before CEO Min Hee-jin's press conference.

9. In relation to the fact that Hive does not spare New Jeans

On April 22nd, it was Hive who suddenly announced this to the press, even though the audit results had not yet been released. They made claims such as “usurpation of management rights” without any concrete evidence, and without even trying to hear Ador’s position internally, they brought up this issue ahead of New Jeans’ comeback.

Hive claims that they suggested, "Let's not mention the artist." If they judged that bringing up an issue that could be resolved internally and attacking CEO Min Hee-jin and Adore would not affect the brand value of New Jeans, then this is a sophistry that shows a complete lack of understanding of label management and is an attempt to cover up their own misjudgment in management.

I hope the above information will help to clear up any further speculation and misunderstanding.

On April 16, CEO Min Hee-jin filed an internal whistleblower complaint, stating that “HYBE is lacking in preparation, understanding, and attitude toward the multi-label system.” It was a straightforward statement made in the belief in Chairman Bang Si-hyuk’s guidelines that “when faced with the absurdity and irrationality of the business, even if it is difficult to speak out, voice your dissenting opinions and opinions,” but it has returned to the current extreme situation along with claims of “breach of trust.”

Adore will continue to do its best to support Newjins’ activities, both now and in the future. If Hive wants to protect IP as it claims and truly think about the interests of shareholders, I hope they will stop their unconvincing black propaganda and show common sense by supporting Adore so that they can fully focus on creation.