2. The costs of appeal are assessed against the defendant.

Each resolution made by the defendant at the ordinary shareholders' meeting on March 18, 2005 shall be revoked.

2. Purport of appeal

The judgment of the first instance is revoked. All of the plaintiffs' claims are dismissed.

(a) Status of stock holdings;

(1) Of the Defendant’s total number of shares 8,205,365 shares, 8,205,043 shares of common shares and remaining 322 shares are shares of common shares, and 2,282 shares of common shares are shares of common shares of 8,205,043 shares, and shares of common shares of 303,50 shares are shares belonging to a treasury fund. Plaintiff 1 shares of 79,608 shares and Plaintiff 2 shares of 398,025 shares of common shares of the Defendant.

(2) The Defendant owns 5,520,00 shares equivalent to 92% of the total number of shares issued by Nonparty 1. Nonparty 1 Co., Ltd. acquires 297,172 shares equivalent to 1,090,000 shares issued by Nonparty 2 Co., Ltd. around January 26, 2005, and was notified on March 11, 2005 that he/she consented to the above acquisition of shares by Nonparty 2 Co., Ltd. (the representative director Nonparty 3). At the time of transfer, the share certificates on 297,172 shares were not issued. Nonparty 2 Co., Ltd. owned common shares amounting to 8,205,043 43.4% of the shares issued by the Defendant. Nonparty 3 Co., Ltd., the representative director of the Defendant, owned 3,563,080 shares equivalent to 3,563.4% of the shares issued by the Defendant (hereinafter “instant shares”). around December 28, 2004.

(3) The following marks have arranged the above stock ownership status.

A person shall be appointed.

B. Existence of resolution of the general meeting of shareholders

(1) On March 18, 2005, at around 09:30, the Defendant held a regular general meeting of shareholders (hereinafter referred to as the “instant general meeting of shareholders”) during the attendance of 39 shareholders (including the instant shares) at the Hanyang-si Seoul Metropolitan Government 600, Seoyang-gu, Seoyang-gu, Seoyang-gu, Seoul Metropolitan Government.

(2) Each resolution listed in paragraphs (1) and (6) of the attached list at the general meeting of shareholders of this case is approved with the consent of 4,528,605, including the shares of this case, and the resolution listed in Paragraph (2) of the attached list is approved with the consent of 3,969,889, including the shares of this case. Each resolution listed in paragraphs (3) through (5) of the attached list is approved with the consent of 29 shareholders (4,586,009 shares, including the shares of this case) who are present at the meeting

(c) Request for and refusal of inspection and copy of the register of shareholders;

On February 21, 2005, the day before the opening of the general meeting of shareholders of this case, the plaintiffs filed a request for perusal and copying of the list of shareholders with the defendant on February 21, 2005, but they were rejected by the defendant. The plaintiffs filed a provisional disposition against the Seoul Northern District Court 2005Kahap299, and received the provisional disposition order accepting the above application from the above court on March 9, 2005, and again requested the defendant to re-examine the list of shareholders on March 14, 2005 and on March 15, 2005, but all were rejected by the defendant.

D. Articles of incorporation of the defendant

(1) Article 3 (Location of Headquarters) (1) Company shall have its head office in Seoul Special Metropolitan City.

(2) Article 14 (Closure of Register of Shareholders and Record Date) (2) The Company shall be a shareholder entitled to exercise his rights at a regular general meeting of shareholders concerning the settlement of accounts, which is recorded on the last register of shareholders on December 31 of each year.

(3) The general meeting of shareholders shall be held at the place of the principal office, but may be held at an area adjacent to the principal office as required.

(4) Article 27: Except as otherwise provided in Acts and subordinate statutes, a resolution of the general meeting of shareholders shall be adopted by a majority of the votes of the shareholders present at the meeting and shall be adopted by not less than 1/4 of the total number of issued and outstanding shares.

[Grounds for Recognition: Facts without dispute; Gap evidence 2 through 9 (including each number), Eul evidence 1, 2, 3, 5 through 9, 12, and 13 (Evidence 6, the same as evidence 2) and the purport of the whole pleadings]

2. The parties' assertion on the issue

A. As to whether a general meeting of shareholders is convened

The plaintiffs asserted that the general meeting of shareholders of this case was held in Soyang-gu, Nowon-gu, Seoul Special Metropolitan City or its neighboring land, which is not the head office, and that there is a defect in the convocation of the general meeting of shareholders. Accordingly, the defendant asserts that it is not in violation of Article 364 of the Commercial Act, since the 600 Goyang-si, Seoyang-gu, Seoyang-gu, Seoul Special Metropolitan City, which is the main office of the general meeting of shareholders of this case, is connected to the 3 lines of the Seoul subway that can arrive within 1 hour in Seoul Metropolitan City, and that the 3 lines of the Goyang-gu Seoul Special Metropolitan City, which is the main office of the defendant.

B. As to the convocation procedure and resolution method

Since February 21, 2005, the plaintiffs filed a request for perusal and copy of the shareholders' list with the defendant, but the defendant's rejection of the request was deprived of the plaintiffs' opportunity to recommend delegation of voting rights to other shareholders, so there is a defect in the convocation procedure and method of resolution of the shareholders' meeting. Accordingly, the defendant asserted that, although he rejected the plaintiffs' request for perusal and copy of the shareholders' list, the defendant did not have an obligation to comply with the provisional disposition before he was served with the court's provisional disposition for perusal of the shareholders' list, the defendant did not have an obligation to comply with the provisional disposition before he was served with the court's provisional disposition for perusal of the shareholders' list, and the plaintiffs' request for perusal and copy of the shareholders' list was tried against the defendant, so it is nothing more than the extended time for examining whether the above request for perusal and copy were unfair, and it is no relation with the convocation procedure for convening

C. As to the principle of reciprocity:

The plaintiffs asserted that, since the non-party 1 corporation, which is a subsidiary of the defendant's commercial law, holds more than 1/10 of the total number of shares issued by the non-party 2 corporation which is the defendant's major shareholder, the non-party 2 corporation's shares were recognized as voting rights despite the absence of voting rights pursuant to Article 369 (3) of the Commercial Act, and therefore, there is a serious defect in violation of Acts and subordinate statutes. Accordingly, the defendant asserts that the non-party 1 corporation did not own the shares of the non-party 2 corporation on December 31, 2004, designated as the basic date to determine persons who exercise voting rights at the general meeting of shareholders of this case, and therefore, the shares of this case held by the non-party 2 corporation do not constitute the non-party 1 corporation as shareholders in relation to the non-party 2 corporation because the non-party 1 corporation did not enter the register of shareholders of the non-party 2 corporation at the time of the general meeting of shareholders of this case.

3. Determination

A. Determination on whether to convene a general meeting of shareholders

As recognized in the "basic facts", the defendant stipulates the head office in the articles of incorporation as the "Seoul Special Metropolitan City," so the minimum administrative district of the defendant's place of convening the general meeting of shareholders is "Seoul Special Metropolitan City," and according to the above articles of incorporation as stated in subparagraphs 1 and 2 of subparagraphs 10-2, the general meeting of shareholders is held in Sungyang-si, which is adjacent to Seoul Special Metropolitan City, according to the above articles of incorporation, and the general meeting of shareholders of this case held in Goyang-si, which is adjacent to the Seoul Special Metropolitan City, is not defective in the place

B. Determination on the convocation procedure and resolution method

The fact that the defendant rejected the plaintiffs' request for inspection and copying of the shareholders' list several times is recognized in the "basic facts". However, the circumstance that the plaintiffs deprived other shareholders of the opportunity to encourage them to delegate voting rights is difficult to deem that there is a defect in violation of the Acts and subordinate statutes or the articles of incorporation. Thus, this part of the plaintiffs' claim is without merit.

C. Determination of reciprocity voting rights

(1) The base point of time for determining whether voting rights are limited for the following reasons is the general meeting of shareholders of this case.

(A) Article 354 of the Commercial Act provides that the basic date system is designed in that it is necessary to clearly specify the person who exercises the rights as a shareholder, such as the exercise of voting rights, from time to time due to changes in the shareholder’s distribution of shares (affirmative requirements for exercising the rights of shareholders). On the other hand, the mutual share system excluding voting rights excluding the voting rights excluding any distortion of the company’s control through mutual investment, such as the collaboration of capital through mutual investment, the control of the general shareholders’ meeting by managers, or the distortion of the resolution of the general shareholders’ meeting. Article 369(3) of the Commercial Act provides that even if the company satisfies the positive requirements for exercising the rights of shareholders, it excludes the exercise of the rights of shareholders if the company satisfies certain requirements (affirmative requirements to exclude the exercise of the rights of shareholders). Therefore, even if the basic date system and form required for exercising the rights of shareholders,

(B) If a general meeting of shareholders where voting rights are exercised, even if it does not correspond to a mutual share on the basic date, falls under a mutual share, if it is deemed as the basic date not on the general meeting of shareholders, but on the basic date not on the general meeting of shareholders, the company’s manager may exercise its influence on the contents of the resolution, thereby causing adverse effects on the company’s own share, thereby avoiding the purpose of restricting voting rights.

(C) In light of the objective circumstance that a company owns a mutual share regardless of a subjective intention, instead of being excluded from voting rights, when a company acquires more than 1/10 of the total number of issued and outstanding shares of another company by allowing it to know whether the company owns a mutual share, the Commercial Act provides notification to that other company without delay (see Article 342-3).

(D) If a parent company, subsidiary company, or other company holds a general meeting of shareholders on the same day, but determines whether a certain company will hold a meeting of shareholders on the same date, even if both the basic date and the date of ownership are different, it may result in unreasonable consequences recognized as voting rights for certain companies on the basis of the basic date. This also contradicts the purpose of restricting voting rights by deeming it as mutual shares even if a subsidiary company under the Commercial Act acquires more than 1/10 of the total number of shares issued by another company.

(2) At the time of the general meeting of shareholders of this case, Nonparty 1 did not change the register of shareholders of Nonparty 2, but Nonparty 2 notified Nonparty 1 of the purport that he consented to the acquisition of shares on or around March 11, 2005, which was prior to the general meeting of shareholders of this case, to the effect that he consented to the acquisition of shares by Nonparty 1. As recognized in the “basic facts”, it is the principle of reciprocity with which voting rights are limited, and it is unreasonable to recognize the actual shareholders who did not transfer their shares as shareholders from the company’s side, and therefore, Nonparty 1 is the real shareholders recognized by Nonparty 2.

(3) If so, the defendant is the parent company holding 92% of the total issued shares of the non-party 1 corporation. The non-party 1 corporation, its subsidiary company, owned 27% of the total issued shares of the non-party 2 corporation at the time of the general meeting of shareholders, and thus, the non-party 2 corporation constitutes a trade name with no voting rights recognized under the Commercial Act. Each resolution of the general meeting of shareholders of this case is unlawful and there are no voting rights in violation of the law. Further, since the non-party 2's shares are not recognized, 4,36,181 shares except for the shares of this case at the time of the general meeting of shareholders, 369,261 - 3,563,00 shares - 30 shares - 40 shares, 50 shares, 360 shares, 360 shares and 40% of the total issued shares of this case - 5 shares, 30% of the total issued shares of this case - 960% of the above shares.

본문내 포함된 표 구분 주식 수 의결권을 행사할 수 있는 주식 수 ① 회사가 발행한 주식의 총수 8,205,365 ？ ？ ？ ？ ② 우선주식 322 ？ ① - ② ？ 8,205,043 ③ 단주(자기주식) 2,282 ？ ① - ② - ③ ？ 8,202,761 ④ 자사주 펀드(자기주식) 303,500 ？ ① - ② - ③ - ④ ？ 7,899,261 ⑤ 상호주 3,563,080 ？ ？ ？ ？ 의결권을 행사할 수 있는 주식 수 ① - ② - ③ - ④ - ⑤ ？ 4,336,181

본문내 포함된 표 ？ ？ 4,336,181 × 1/4 발행주식 총수의 1/4 ？ 1,084,045.25 ？ ？ 4,336,181 × 1/3 발행주식 총수의 1/3 ？ 1,445,393.67

본문내 포함된 표 별지 제1, 6항 각 결의 ？ ？ 출석 ？ 5,135,120 찬성 ？ 4,528,605 상호주 ？ 3,563,080 상호주 배제 후 출석 주식 수 ？ 1,572,040 상호주 배제 후 찬성 주식 수 ？ 965,525

본문내 포함된 표 별지 제3, 4, 5,항 각 결의 ？ ？ 출석 ？ 4,586,009 찬성 ？ 4,586,009 상호주 ？ 3,563,080 상호주 배제 후 출석 주식 수 ？ 1,022,929 상호주 배제 후 찬성 주식 수 ？ 1,022,929

본문내 포함된 표 별지 제2항 결의 ？ ？ 출석 ？ 5,135,120 찬성 ？ 3,969,889 상호주 ？ 3,563,080 상호주 배제 후 출석 주식 수 ？ 1,572,040 출석한 주주의 의결권의 3분의 2 ？ 1,048,026.27 상호주 배제 후 찬성 주식 수 ？ 406,809

4. Conclusion

Therefore, each resolution of the shareholders' general meeting of this case shall be revoked because the method of resolution is in violation of Articles 368(1), 369(3), and 434 of the Commercial Act. As such, the decision of the court of first instance with the same conclusion is justifiable, and the defendant's appeal is dismissed.

[Attachment List omitted]

Judges Park Jong-sung (Presiding Judge)