Governance & Capital Structure

Who owns, who decides, who gets a share — and how one shop becomes a chain.

Phase 1 · Incheon, South Korea · Version 2.2.2 · English · 29.09.2026

This document is written for the founders and the capital contributors. Valuation figures are expectations used to make decisions, not commitments. Every percentage stated here takes effect when the council signs the capital-contribution minutes.

Reference version: this document is the reference for shares, vesting, and decision rights. Where Workstream 3 Plan v2.2.2 and Phase 1 Business Plan v2.2.2 differ from this document, this document prevails.

1. Company owners and company operators — two different things

Two things are often lumped together as one: owning the company and running the company.

Bookkeeping principle: one person can be both an owner and an employee. In that case record two separate lines — this amount received for contributing capital, that amount received for working — never mixed.

2. The governance model applied to EverWell

2.0 Two decision tiers

• The 15% ESOP is not yet issued, so it carries no vote at the shareholder level.
• During Phase 1 the shareholders' meeting convenes at least twice: M0 (signing the capital-contribution minutes, authorising the council) and M18 (18-month report, approving the 600 M₩ raise); extraordinary meetings are held when a shareholder-level matter arises.
• Minimum legal structure (이사회 board of directors, 감사 auditor, registration of share changes) to be confirmed by a 행정사 (administrative agent) / lawyer in week 1 of M0 — the two-tier model here is an internal convention and must align with the registered articles.

2.1 Three operating groups = three council seats

• Each group has one vote — whether the group has one or two people.
• Advisors (10%) and the shop manager have no vote; advisors are invited to attend and speak.
• Voting thresholds:
• Matters that touch core values (the Four Lights, the brand name, ingredient sourcing, the giving programme, brand image): all three votes (3/3), after consulting the values & community advisor.
• Spending beyond the limits in §5, opening a stage, hiring, large contracts: two of three votes (2/3), reviewed first by the strategy advisor.
• Touching the 40 M₩ Reserve: 3/3 and only according to the response levels of Phase 1 Business Plan §6.
• Shareholder-level matters (§2.0): the council proposes, the shareholders' meeting decides.

2.2 Dual roles during Phase 1

2.3 Council rhythm

3. Capital structure 40 · 35 · 10 · 15

The whole company counts as 100% of shares. Registered capital 200 M₩, issued in two steps under Korean law (founding issue at par value, then 유상증자 (paid-in capital increase) at 5,000 ₩/share).

3.1 Summary table

How to read it: the whole company at formation (M0, after cash is contributed) counts as 500 M₩. Putting in 200 M₩ cash earns 40%; the 35% sweat equity equals 175 M₩ of first-year labour value; the 10% advisory share equals 50 M₩.

3.2 Broken down to each role

The Name column is left blank — the council fills it in when signing the capital-contribution minutes.

Cash — 40%

First-year work — 35%

How each group splits its share between its two people is proposed by that group and approved by the council before M3.

Advisory — 10%

ESOP fund — 15%

• Managed by the CEO during Phase 1. The council approves the total grant for each stage (at M10 · M12 · M18); within that total the CEO allocates to each person and reports to the council at the monthly meeting.
• Not yet issued, so no voting rights and no dividends yet.
• Opens to the shop manager and teammates from M12; opens to community partners from Phase 2.
• Also used to reward advisors, the executive team and other supporters when milestones are reached.

3.3 Intangible assets

Recipes, brand identity and the operating system are not valued as a separate type of contribution. Their value sits inside the sweat-equity mechanism: a block of 300 back-dated hours is credited to the three operating groups at M0.

4. Sweat equity vests gradually by milestone

The 35% is not received all at once. Shares vest at five milestones that coincide with the end-of-stage gates of Phase 1. Anyone who leaves early keeps exactly the vested portion; the unvested portion returns to the ESOP fund.

• Vesting follows gates reached, not the calendar. A late gate means late vesting.
• Hour log and the 15,000 ₩/hour unit rate: hours worked are entered in the weekly hour log and totalled at the end of each stage. The 15,000 ₩/hour rate is only a bookkeeping unit — for splitting the share inside each group between its two people, and for evidencing contribution in case of dispute. It is not a share valuation: the value of the 35% block follows the company valuation (175 M₩ at M0), not total hours × rate. Total expected hours ≈ 4,000 hours for the three roles (Phase 1 Business Plan §4.5).
• The advisors' 10% vests at two milestones: 50% at M3, 50% at M18.

5. Where the 200 M₩ goes

The cash is split into three pockets the moment it is contributed. Each pocket pays for its own purpose. Monthly detail is in Phase 1 Business Plan v2.2.2 §4–§5.

Spending limits that need no approval

6. Three stages — when to raise more capital, and for what

Each stage feeds itself. Until this stage is solid, no additional capital is raised for the next.

Phases 4–6 (Singapore · Vietnam · China/Taiwan/Hong Kong) are priced at the end of Phase 3.

Why raising more capital is not a loss

When new people put in money, each existing holder's percentage shrinks — but the whole company grows far more. A smaller slice of a much bigger pie is still more pie.

How it is calculated: 600 M₩ for 20% means the company is valued at 2,400 M₩ before receiving the money and 3,000 M₩ right after receiving it. The 2.4 B₩ figure is an expectation — the council and the strategy advisor revisit it at M12 once 12 months of data are in.

7. Opening the chain on the 49 – 51 model (Phase 3)

The parent company does not put money into opening new shops. It contributes what it already has and keeps the right to protect quality.

The parent company's three rights

What the parent company receives each year (assuming each shop sells 18 M₩/month · fee 4% of revenue · net profit 12%)

8. What each party receives across the three phases

Percentages shrink as new shareholders come in (−20% at Phase 2, −15% at Phase 3), but the value of each share grows far faster.

8.1 Post-dilution percentages

8.2 Share value (expected)

The "End of P1" column uses the initial percentages; from the "End of Phase 2" column onward, post-dilution percentages apply.

8.3 Beyond shares, what else each party receives

This is an expectation, not a commitment. The 42 B₩ mark in year six only comes true if the chain reaches the number of shops and the packaged-product revenue set out. The year-ten vision — covering South Korea and expanding to Singapore, Taiwan and Japan, with a valuation of 500–800 million USD — is a direction, revisited at the end of each phase.

9. Open points

EverWell · Phase 1 document suite · version 2.2.2 · Incheon, Korea · 29.09.2026