Version 2.2.2 · Scope: Phase 1, M0 – M18 · Lead: CEO — Management executive group (with the business strategy & operations training advisor) · 29.09.2026 Follows on from the EverWell Business Idea v2.2.2 Readers: internal executive team · advisors · investors and capital contributors reading alongside

Where every value is tested by real work — and by books that can be read.

Opening · Why this document exists

The Business Idea v2.2.2 divides Phase 1 into three workstreams. This document goes deep into Workstream 3 — the one that looks after the foundation: the company stands firm legally and in governance, the shop runs steadily every day, money is clear week by week, and Phase 2 capital is raised at the right time. Workstream 1 tells the story, Workstream 2 makes the cup of tea — Workstream 3 keeps all of that standing on real ground.

• Who it is for — The executive team uses it as a shared convention: who decides what, who does what, where the money goes. Capital contributors and investors read along to see how the company holds itself together before asking anyone else to hold it.
• Read together with — Workstream 2 Plan v2.2.2 (product) · Communication Strategy v2.2.2 (Workstream 1) · Shop Operations Handbook v2.2.2 (the daily rhythm at the shop — Workstream 3 does not rewrite it, only references it) · Phase 1 Business Plan v2.2.2 (all locked numbers and milestones) · Governance & Capital Structure v2.2.2 (shares, vesting, decision rights).
• Not in this document — Total capital figures, break-even point, each person's share percentage. If this document diverges from the Phase 1 Business Plan or Governance & Capital Structure, those two are the standard.

0 · Three Keeps — the backbone of the whole document

Running the company and running the shop are three stones set beneath one tree: direction says where to go, rules say how to get there, rhythm says how each day's steps are taken.

Rule of use. Every task in this workstream must be able to answer: what is this keeping — direction, rules, or rhythm? Whatever cannot answer does not yet need doing in Phase 1.

PART A · COMPANY MANAGEMENT

1 · Executive Council

Two decision tiers

The company has two decision tiers, per Governance & Capital Structure §2.0: the shareholders' meeting (주주총회, decides by share ratio: articles, share issuance, fundraising, mergers, dividends, electing the council) and the Executive Council (three groups, three votes, decides all operating matters within a 200 M₩ frame). Workstream 3 prepares the files for both tiers; this document is about the council tier.

Composition — three executive groups, one advisory block

One vote per group, not one vote per person — so the council is always three balanced voices. Whoever holds several roles still speaks only with the vote of the group they lead.

Operating principles

1. Consensus first, vote second — discuss until we understand each other; a vote is the exception, not the habit.
2. What is decided, we hold together — reservations go into the minutes; once the meeting ends, the council is one voice.
3. Advisors walk with us from the start — big matters invite advisors to listen from the first spark; early advice is cheaper than late repair.
4. One-page minutes — what was decided · who does it · by when.

Voting thresholds — one line to remember

Meeting rhythm

• Weekly, 30 minutes — the three groups read the shop's three numbers together (§8) and one blocker from each workstream. No strategy discussion.
• Monthly — look across the three workstreams, review what was decided, read the 4-customer-group ratio table and repeat rate; CEO reports ESOP allocation within the approved total.
• End of each stage (M2 · M3 · M10 · M12 · M18) — review with the advisory block: what the past stage kept, what the next stage must keep; lock the dynamic cap table (§4); approve the ESOP total granted in the stage.
• Ad hoc — large spending beyond limits · receiving capital, loans, partnerships · matters touching core values.
• Shareholders' meeting — M0 (sign the capital-contribution minutes, delegate authority to the council) · M18 (18-month report, approve the Phase 2 issuance) · extraordinary when needed.

When hardship drags on — what bends, what does not

Written down in advance, so that hard times are not argued through emotion.

• Never abandoned — real ingredients, full measure · pay growers in full, pay teammates fairly · no health claims · religion is never packaging · business side and giving side kept separate · Lane 1 does not speak of religion.
• Can bend — number of cups, number of dishes, opening hours, community-event rhythm, pace between stages, timing of Lane 2, timing of food and cosmetics launches. We can slow down, we can step back a stage — we do not change the substance.
• How decisions are made — matters touching core values or brand image: the Marketing group proposes, the whole council 3/3 after hearing the values & community advisor. Operations and money: CEO decides within limits; beyond limits 2/3.

2 · Responsibilities · Duties · Entitlements

Right to rest and hour limits — each role gets one full day off each week; hours by stage in §9. Prolonged overload is a matter for the council, not something anyone quietly shoulders alone.

Handover when roles are separated — a dedicated CEO is invited when stepping into Phase 2; a dedicated CPO from Phase 2; the handover includes: the handbook and recorded working habits · complete books · one stage working together before full handover.

3 · Operating Rules · Control · Governance

Who-decides-what matrix

Limits in figures as locked in the Phase 1 Business Plan §4.6: shop manager ≤200,000₩/instance, ≤1,000,000₩/week · workstream lead ≤1,000,000₩/instance · CEO ≤5,000,000₩/instance.

Separating the business side and the giving side — two ledgers, two cash flows

• Business side (company) — income from the shop, sets, subscriptions, packaged products, cosmetics; spending on operations, pay, R&D, brand. This is the part reported to investors.
• Giving side (community) — the Cup Given Forward (customer pays ahead → cup is given, surplus cups passed to partners) · Four Lights card points → trees planted · Green Volunteer Day · Quiet Hour once the full-set shop exists. Kept in a separate ledger, published quarterly in the Regeneration report.
• Principle — a given-forward cup paid by a customer is funds held in trust, not revenue: it enters the giving ledger and leaves when the cup is given; cups the shop gives on its own (opening day, small gestures) are brand spend on the business side. Money in the two ledgers is never borrowed back and forth. There is no "faith side" — the company runs no religious activity.

When there is disagreement — three steps

1. Talk privately within one week.
2. Bring it to the council at the nearest meeting, discuss to consensus.
3. Invite an advisor to review — the strategy advisor for operations and money, the values & community advisor for matters touching values. Then the council votes by group at the §1 thresholds; once decided, the whole house holds it together.

Control rhythm

• Every week — the shop's one-page ledger closes Wednesday, CEO approves Thursday; 30-minute meeting.
• Every month — CEO sums four weeks into the month's picture; external accountant reconciles; monthly meeting.
• Every stage — review with advisors; reconcile against the Phase 1 Business Plan; lock the dynamic cap table.
• Every quarter — public Regeneration report (trees, packaging saved, cups given) — figures from the shop and Workstream 1, compiled by Workstream 3.

4 · Capital-contribution and share convention — 40 / 35 / 10 / 15

Details per person, vesting and valuation are in Governance & Capital Structure v2.2.2; this is the convention.

Five principles

1. Effort is capital, counted forward, never backward — the formula for recognising work hours is agreed before M0; the intangible-asset block (recipes, identity, handbook) is not valued separately — it folds into effort through a 300-hour block recorded once at M0. The rate of 15,000₩/hour is a bookkeeping unit for dividing within a group — not a share valuation.
2. Tied to time spent walking together — the capital share grows with stage milestones; whoever leaves early receives exactly what was recorded up to the nearest milestone — no more, no less, no hard feelings.
3. Transparent on paper — every capital agreement is in writing before money or effort is contributed; including, and especially, among close friends and family.
4. Phase 2 investors: build the relationship first, invest later — 600 M₩ for 20% (2.4 B₩ pre-money valuation, expected) raised at M12–M18 once shop 1 has 12 months of data and has reached operating break-even; the structure (shares or convertible loan) is presented in the Phase 1 Business Plan §5.7; the shareholders' meeting approves the issuance.
5. ESOP opens to teammates from M12 — the shop manager and teammates with 6 months of service have a path into ESOP; Vietnamese community partners (Group 3) from Phase 2.

Dynamic cap table — lock points

5 · Development direction — roadmap and stage gates

Six phases — Workstream 3 keeps the gates

Six steps of Phase 1 — conditions to open each step (council 2/3 decides per §3)

Finance — four principles

• Each stage feeds the next — until this stage is solid, no spending for the next.
• No short-term loans, no supplier debt — buy within our means, hire within our means.
• Reserve untouched — the 40 M₩ reserve (for the quiet summer season M7–M9) is never borrowed for anything; opened only at 3/3 and per the response levels.
• Operating break-even is the gate to Phase 2 — together with 12 months of data; this is also what the 600 M₩ investors are waiting for.

6 · Legal — schedule and who is responsible

Legal principle — Doing it fully from the start is a cost that is never postponed; one missing paper today is a door closed tomorrow. No claim on any board, package or channel exceeds what the licence permits us to say (§3.4 Workstream 2 Plan).

PART B · SHOP OPERATIONS — THE PART WORKSTREAM 3 KEEPS

The shop's daily rhythm is fully recorded in the Shop Operations Handbook v2.2.2. Workstream 3 does not rewrite it; Workstream 3 keeps what surrounds the shop: principles, infrastructure, money, and the owner's obligations.

7 · Shop operating principles — seven points

1. The handbook is the law of the shop — work by the book; if the book is wrong, fix the book at the Tuesday meeting, do not work from memory.
2. No more than 20 drinks, no more than 8 dishes — replace, do not add.
3. One prep day each week — Monday closed to customers, for prep and deep cleaning.
4. Three minutes per cup — quality does not depend on one pair of hands.
5. Fair pay, lawful, on time — a cost never cut, even in the quiet season.
6. What is seen with one's own eyes matches what was told — whatever Workstream 1 tells, the shop does exactly that or better.
7. The shop is a meeting place, not a preaching place — no religious symbols, no proselytising décor; questions about religion are passed to Workstream 1.

What Workstream 3 handles so the shop only has to handle customers

8 · Financial control — as lean as possible

Weekly one-page ledger — three numbers, three lines

┌──────────────────────────────────────────────────────┐
│  One-page ledger · Week …     Shop manager records · CEO approves
├──────────────────────────────────────────────────────┤
│  Money in  — shop · sets · combos/weekly packs · Kakao  ……… ₩
│  Money out — ingredients · pay · rent · other           ……… ₩
│  Money left — end-of-week funds                         ……… ₩
├──────────────────────────────────────────────────────┤
│  Cups / day · repeat rate · sets sold · weekly packs sold
│  Cup Given Forward: prepaid … · given … · remaining …   (separate ledger)
├──────────────────────────────────────────────────────┤
│  ✎ Most-loved cup / dish this week: …
│  ✎ Unusual spending: …
│  ✎ What the council needs to know: …
└──────────────────────────────────────────────────────┘

Recording and approval habits

• Every day — the shop manager writes the cash book at closing (per Handbook §9).
• Wednesday — close the one-page ledger; Thursday the CEO approves, asks about anything unusual, does not scrutinise every won.
• Every month — CEO sums four weeks; external accountant reconciles POS, bank account, invoices; brought to the monthly meeting.
• Every stage — reconcile against the Phase 1 Business Plan with the strategy advisor; re-read the cost per cup with Workstream 2.
• Every quarter — public Regeneration report; short report to capital contributors.

The three numbers the council reads every week

Boundary of this ledger. Break-even point, monthly cash flow and total capital belong to the Phase 1 Business Plan. The one-page ledger records only the business side; the giving side has its own ledger (§3), published quarterly.

9 · Cost and effort estimates

Wide estimate ranges to give a picture; premises, deposit, fit-out, equipment and all locked figures are in the Phase 1 Business Plan §4.

Foundation items — M0–M3

Monthly / periodic items

Effort by stage

When to bring people in

• Shop manager — hired at M2, prepares the opening together.
• Teammates — 1–2 people at M3, at most 3 in Phase 1 (the 3rd when >80 cups/day); add within our means.
• External accountant — as needed from M1; 행정사 as needed; lawyer for fundraising at M12.
• Dedicated CEO — a founder holds the role throughout Phase 1; hired when stepping into Phase 2, handover per §2.

Workstream 3 spending principle — Full legal compliance from the start is a cost never postponed. People and equipment: hire within our means, buy within our means. Paying teammates and suppliers on time is what investors look at before any number.

Closing · Three Keeps come down to one word: trust

Keep direction so companions trust the path. Keep rules so capital contributors trust the numbers. Keep rhythm so visitors trust the cup of tea they receive each day. Workstream 3's eighteen months are not measured by how fast things were done — but by how many promises were kept, and by a second door that can open without a founder standing at the counter.

When the roots hold, the flower blooms.

Matters left open

• Cash compensation (if any) for roles held concurrently in Phase 1.
• Structure of the 600 M₩ for Phase 2: shares or convertible loan; number of investors.
• Surplus given-forward cups passed to partners: accounted as gifts or as funds in trust — ask the accountant at M4.
• Type of shop licence at M2 (휴게음식점 or 일반음식점 from the start) — depends on premises and food plans.
• ESOP total for round 1 at M10 and conditions for teammates.
• Minimum 이사회 / 감사 structure under Korean law aligned with the two decision tiers — 행정사 in week 1.

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