2.B

3. Cas Electronic Co., Ltd.

A Representative Director

4.C

[Defendant-Appellant]

E Representative Director

[Plaintiff-Appellee] Plaintiff 1 et al.

2. All plaintiffs' claims are dismissed.

3. The costs of the lawsuit are assessed against the Plaintiffs.

The Defendant’s issuance of new shares of KRW 7,974,482 at par value of KRW 500 on April 6, 2012 is null and void.

2. Purport of appeal

The same shall apply to the order.

A. On April 2, 2012, the Defendant issued common shares 7,974,482 shares (hereinafter “new shares in this case”) at the board of directors, and issued 3,189,794 shares for the Defendant’s founders and G with the main contents of allocating 2,392,34 shares to H and G with each of 2,344 shares for the Defendant’s business starters (the beginning of the Party assigned 1,594,896 shares to H, J and G with each of 1,594,896 shares to H, J and G with the main contents of allocating 2,392,344 shares). However, at the beginning of the Party, K was unable to accept new shares due to personal circumstances, thereby changing to H and J with each of 2,392,344 shares allocated to H and J).

The class and number of new shares to be issued: 51, 693, 004, and 04, the total number of shares issued prior to the increase of common shares 7, 974, 482: the purpose of raising funds by 004: the facility funds 5,00, 000, 214

The method of capital increase: The details of selecting a third party to be allocated to a third party: The issuing price of new stocks to be promptly procured : 627 won (7. 36% of the premium rate for the base price): the payment date of new stocks to ○○: April 5, 2012: the basis for the articles of incorporation concerning the allocation to ○○ third party: the number of safe deposits (1 year) by the Korea Securities Depository under Article 9(2)6 of the articles of incorporation (1 year).

B. The defendant's articles of incorporation relating to the method of allocating the new shares of this case are as follows.

(2) Notwithstanding the provisions of paragraph (1), in cases falling under any of the following subparagraphs, new shares may be allocated to a person other than a shareholder by a resolution of the board of directors in proportion to the number of shares owned by the shareholder in the issuance of new shares. 6. In cases where new shares are issued to domestic and foreign financial institutions, individuals, corporations, etc. for the purpose of redemption of loans to improve the company’s restructuring or management environment, improvement of its financial structure, facility investment, merger and acquisition, etc. to the extent that the total amount of face value does not exceed KRW 00,000,000, the type, number, issue price, etc. of the shares to be issued shall be determined by a resolution of the board of directors.

C. On April 6, 2012, G, H, and J accepted the instant new shares after paying the shares. Accordingly, the shareholding ratio of G, H, J, and their relatives was 17.7% to 28.15%, and the shareholding ratio of the Plaintiffs from 8.34% to 7.23%, respectively.

[Ground of recognition] Facts without dispute, Gap evidence Nos. 2-1, 4-3, 8-1, 2-2, the purport of the whole pleadings

2. Determination as to the cause of action

A. The plaintiffs' assertion

Although there is no urgent need for facility investment, the Defendant issued new shares in this case by the third party allocation method for the purpose of protecting the management rights of the existing large shareholders in the situation where management disputes have been realized, the issuance of new shares in this case is null and void in violation of Article 418 of the Commercial Act.

B. Determination

1) Relevant legal principles

The purpose of Article 418(1) and (2) of the Commercial Act is to strengthen the protection of preemptive rights of existing shareholders by clearly allocating new stocks to a third party other than a shareholder when a stock company issues new stocks to a third party, taking into account the fact that there is a risk of causing disadvantages to the existing shareholder, such as decline in the value of the stocks held by the existing shareholder, loss of control over the company, etc. In the event of issuing new stocks, the allocation of new stocks to a third party is allowed only to the existing shareholder, as prescribed by the articles of incorporation. The reason is also to strengthen the protection of preemptive rights of existing shareholders by limiting the inevitable cases, such as the introduction of new stocks and the improvement of financial structure, etc. Therefore, even if a management dispute over the company is realized, allocating new stocks to a third party in order to achieve the purpose of protecting the management right of the existing shareholder, in violation of Article 418(2) of the Commercial Act (see Supreme Court Decision 207Da5776, Jan. 30, 2009).

2) Whether there is the need to raise funds for facility investment

In full view of the above facts and evidence, comprehensively taking account of the following facts acknowledged as Gap evidence Nos. 2, 3, 17, Eul evidence Nos. 1 through 5, Eul evidence Nos. 18 (including provisional lot number), testimony of witness L of the trial court, order to submit information on financial transactions to the Korea Development Bank at the court of the trial, and the whole purport of arguments, it is reasonable to deem that the defendant had a necessity to raise external funds for facility investment at the time of issuance of the instant case.

① On November 4, 2008, the Defendant entered into an agreement with creditor financial institutions under the Corporate Restructuring Promotion Act for the implementation of the business normalization plan. On March 24, 2009, the Defendant reduced 10,130,656 shares of G and their relatives on April 30, 209, and on June 10, 2009, the board of directors passed a resolution to convert the creditor financial institutions’ loan claims into equity and issue new shares of 30,051,767 shares. The creditor financial institutions became the largest shareholder with 50.50% shares of the creditor financial institutions.

② The mid- and long-term investment plan dated May 25, 201, prepared by the Defendant as a part of the management normalization plan, is indicated as follows in the medium- and long-term investment plan to invest 29 billion won in facilities.

A person shall be appointed.

③ In accordance with the service agreement that is the principal creditor financial institution of the Defendant and the Korea Development Bank, which is the principal creditor financial institution of the Defendant, and the Defendant, “The report on the review of the implementation of the agreement on the management normalization of the Korea Development Bank and the Korea Development Bank established on August 10, 201, based on the plan for investment in facilities and financing schemes as set forth below presented by the Defendant”, the examination item of the current status of facilities stated as follows: “The production efficiency is reduced and the quality of the products is deteriorated as the production facilities of the Defendant have passed for at least 20 years,” and in the examination item of the investment effect, each item described as “the plan for investment in facilities of KRW 29 billion presented by the Defendant is reasonable in finance and finance.”

A person shall be appointed.

④ On August 30, 2011, the Korea Development Bank requested the Defendant to prepare and submit a plan for raising outside funds by offering capital for new stocks, rather than raising new funds, in order to graduate from the from the Dwork-out scheduled as of the end of 2012. Therefore, it is desirable to raise outside funds by offering capital for new stocks instead of raising new funds.

⑤ On September 13, 2011, a fire occurred in the Defendant’s Yangsan Factory, and the Defendant inevitably used most of the internal funds planned as the investment cost of the facility to recover from fire damage.

④ The Defendant’s management plan in 2012, prepared on February 13, 2012, 2012, revised and revised the original facility investment plan to include KRW 580,000,000 and KRW 920,000,000 as the investment cost of the facility necessary for improving the quality of the Party and enhancing the production efficiency, respectively.

A person shall be appointed.

A person shall be appointed.

7) The Defendant’s Claim Finance Council reduced the amount of KRW 29.5 billion as required for a facility investment plan to KRW 26.7 billion, and the amount of the outside financing plan to KRW 8 billion to KRW 5.0 billion, respectively. On October 22, 2011, the period for the initial extension of the period for the enforcement of the capital investment plan was extended on March 31, 201, but was extended on March 22, 2012. The period was extended on April 30, 2012.

3) Whether it is necessary to allocate the third allocation method

In full view of the following circumstances acknowledged by comprehensively taking account of the above facts of recognition and the purport of the evidence Nos. 11 and 17 and the entire arguments, it is deemed inevitable for the defendant to issue new shares by allocating it to a third party for financing.

① The Defendant’s articles of incorporation provide that a person other than shareholders may issue new shares for facility investment within the extent that the total face value does not exceed 40 billion won by a resolution of the board of directors. The total face value of the instant new shares is at least 5 billion won, and is issued for the purpose of financing facilities investment. The board of directors decided to issue new shares by the third party allotment method.

② In the report on the review of the implementation of the management normalization plan of Korea-style creative market prepared on August 10, 201, Agjin Accounting Corporation stated that "the method of allocating shares at the time of issuing bonds to a third party is desirable, and it is reasonable to allocate a third party to a third party at the time of issuing bonds to a third party."

③ At the time of the issuance of new shares, the creditor financial institutions council of the Defendant, the largest shareholder of the instant case, took the position that avoiding the loan of new funds in the case of a company under the workout program, and that raising new funds by the shareholder allocation method is the only way to raise new funds, because it is difficult to promote the new funds by the method similar to the loan of new funds.

④ In the case of capital increase through the method of shareholders allocation, 50 days are required until the resolution of the board of directors, allotment of new shares, disposal of forfeited shares, and payment of stock price. On the other hand, 12 days are required in the case of capital increase for consideration by a third party; and on the other hand, the date determined by the creditor financial institutions council to extend the last time limit for capital increase by April 30, 2012.

⑤ In fact, it was difficult to expect that the Defendant’s creditor financial institutions, G, and their relatives will acquire the new shares of this case, which are issued at a rate of 7.36% (7.36%) compared to the market price, as it is merely a simple investor.

4) Whether management disputes exist and realizing them

A) Comprehensively taking account of the overall purport of arguments in evidence Nos. 3-6, 7, and 5-1, 2, 3, and 9-3, 4-4, and 12-1 and 2 of evidence Nos. 12-2, G and their relatives become the largest shareholder who owns 8,821,972 shares (17.07%) by converting conversion bonds into stocks on January 21, 201; ② The creditor financial institutions of the defendant become the largest shareholder of the defendant up to December 31, 2012 (up to December 31, 2013) the defendant's shares disposal of the defendant's shares was limited; ③ the defendant's new proposal that was presented to the defendant on June 15, 2011, the defendant's new proposal that was presented to the defendant that was not presented to the defendant's general meeting of shareholders, and ④ the defendant's new proposal that was not presented to the defendant's new proposal that was not presented to the defendant.

B) However, in full view of each of the above facts and evidence, as a whole, the following circumstances acknowledged by comprehensively taking account of Gap evidence Nos. 11, 13, Eul evidence Nos. 9 and 10 (including provisional lot number Nos. 9 and 10), the fact-finding results with respect to the Korea Development Bank at the trial court, and the overall purport of arguments, it is difficult to view that the issuance of new stocks in this case was made in order to defend management rights or management rights in the situation where the management dispute arises between G and its relatives and the plaintiffs in reality, and there is no other evidence to acknowledge it otherwise.

(1) At the time of issuance of new shares, the creditor financial institutions council, as the largest shareholder with limited liability, exercised management and control over the defendant.

② On September 19, 201, before the issuance of the instant new shares, the Creditor Council passed a resolution to grant to G the preferential right interest rate of 50% of the shares owned by the Defendant’s creditor financial institution to a third party, and entered into a contract with G for preferential purchase.

③ Although the Plaintiffs stated in the shareholders’ proposal the request to additionally select and appoint Plaintiff A as a director at a general meeting of shareholders, they did not mention the Defendant’s current management issues and management rights. Moreover, Plaintiff A did not explain the contents of the proposal without attending the general meeting of shareholders.

④ Since the issuance of new shares in this case, G and their relatives did not become the largest shareholder, and they still remain the largest shareholder of the Defendant’s creditor financial institutions council, and there was no decrease in the Plaintiffs’ share ratio.

⑤ If there is a dispute over the management right, it is ordinarily reasonable to secure and not dispose of the shares as much as possible. Since the issuance of the new shares in this case, the shares held by the plaintiffs were sold to the defendant and their shares were reduced by 4.07% as of December 31, 2012 and 5.38% as of March 26, 2013, and G sold 6.5 million shares of the defendant from May 8, 2002 to September 21, 2012, and deposited sales profits equivalent to the number of shares acquired by new shares to the defendant.

C. Sub-committee

Therefore, the issuance of new shares in this case was lawful inasmuch as it was conducted within the necessary scope in order to achieve the Defendant’s managerial purpose.

3. Conclusion

Therefore, the plaintiffs' claims are dismissed in its entirety due to the lack of reasonable grounds. Since the judgment of the first instance is unfair with different conclusions, it is revoked by accepting the defendant's appeal against the plaintiffs, and all of the plaintiffs' claims are dismissed. It is so decided as per Disposition.

Clinical Citizens

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