A. Of the instant lawsuit, the part of the claim for confirmation of shareholders' rights as to the registered shares 54,772 shares (one share per share) issued by Defendant issuance, the part of the claim for implementation of the transfer procedure, and the claim for confirmation of non-existence of the resolution of shareholders' general meeting and the confirmation of invalidity of the resolution

B. The plaintiff's remaining claims (the plaintiff's claim(s)(s)(s)(s)(s)(s)(s)(

2. The costs of lawsuit shall be borne by the plaintiff in both the first and second instances.

① The Plaintiff’s primary claim is the Plaintiff’s registered shares 54,772 shares (1,00 won per share) indicated in [Attachment 1] issued by the Defendant for which each share certificate is given. The Defendant shall implement the transfer registration procedure for the Plaintiff with respect to the shares 54,772 shares.

Preliminary Claim: The Plaintiff confirmed that the Plaintiff is a shareholder of 11,600 shares of 51,600 shares issued by the Defendant (one share amount of 5,000 shares). The Defendant will implement a transfer procedure on the said shares of 11,600 shares to the Plaintiff.

② The Plaintiff is a shareholder of 40,000 share of 51,600 share shares issued by the Defendant (the par value of 5,000 share per share). The Defendant shall implement the transfer procedure on the share of 40,000 shares to the Plaintiff.

③ At the special shareholders’ meeting on April 21, 200 of the Defendant’s date on April 21, 200, it is confirmed that there is no resolution to dismiss the current status of director adjustment, scambling, and Kim beneficiary, and that there is no resolution to appoint a director from the scambling, Cho

④ On April 21, 2000, the Defendant’s meeting of the board of directors on April 21, 200 confirms that a resolution that appoints the Cho Chang-in as the representative director

2. Purport of appeal

Of the judgment of the court of first instance, the part against the plaintiff shall be revoked. The main claim under Paragraph (1) to claim, Paragraph (3), and Paragraph (4) shall also apply. It is confirmed that the plaintiff is a shareholder of 38,210 share of the registered shares issued by the defendant (the par value of KRW 5,000), out of 51,60 shares (the par value of KRW 5,00 per share). The defendant shall implement the transfer procedure to the plaintiff

Defendant: The part against the Defendant in the judgment of the first instance is revoked. The Plaintiff’s claim corresponding to the above revocation is dismissed.

The following facts do not conflict between the parties, or comprehensively taking account of Gap evidence 3 through 7-1, 2, 9, 10, 11-1 through 11, 15, 16-1, 2, Gap evidence 17, 18, 19-1 through 4, 42 through 593-1, 2, Gap evidence 59, 627, 784 through 804, Eul evidence 1-1, 2, 2- Eul evidence 3-1 through 9, Eul evidence 3-1 through 3-1, 1-1, 3-1 through 5, 2-1, 3-1, 3-1, 11-2, 12-12, 3-1, 14-1, 3-1, 3-1, 4-1, 3-1, 1-6, 3-1, 3-1, 5-1, and 5-1 of the witness testimony.

Although the plaintiff defense that the evidence Nos. 36-1 through 50 (each share certificate), No. 37-1 through 16 (each share certificate) and No. 40 (Minutes of the board of directors) were forged, it is not sufficient to recognize it solely with the entries of the evidence Nos. 704 and 705, and there is no other evidence to acknowledge it)

(a) Issuance of shares and stock certificates of the defendant company;

(1) At the time of establishment of around 1956, the Defendant Company issued shares of 22,400 (one share price of KRW 1,000). around 1966, the total number of shares issued was 58,000 (one share price of KRW 1,000) and thereafter maintained the total number of shares issued. On August 21, 1987, the total number of shares issued was reduced from 1,000 to 5,000 won by consolidating the former shares of KRW 5 shares with one share of KRW 5,00 (one share price of KRW 5,000).

(2) On December 30, 198 and August 29, 1989, the Defendant Company issued new shares of KRW 20,000 (one share amount of KRW 5,000) each, with a total of KRW 51,600 (1 share + 20,000 + 20,000). Accordingly, the total number of issued shares has increased to 51,60 shares (11,60 + 20,000).

(1) The defendant company asserted that the defendant company paid 200,000,000 won in total of the capital increase over two times. However, the above assertion by the defendant company is not accepted in light of the following facts: Eul's 12-1 and 2-2 alone is insufficient to acknowledge it; there is no other evidence to acknowledge it; since 1980, Cho Chang-chul, which is the founder of the defendant company, actually owned the entire shares of the defendant company and managed them in trust in the name of his relatives, etc.; and since the above capital increase, it is recognized that the defendant company donated the entire shares of the defendant company to Cho Chang-sik, who is South Korea on May 28, 1996 after the above capital increase, the above assertion by the defendant company is not recognized).

(3) As of January 1, 1970, the Defendant Company issued a share certificate with respect to the total issued shares of 58,000 shares (hereinafter “former shares”) as of January 1, 197, and thereafter, issued a new share certificate with respect to new shares of 51,600 shares (hereinafter “instant shares”) due to the consolidation of the said shares and the increase of capital twice, but did not issue a new share certificate.

(4) Meanwhile, the respective share certificates listed in [Attachment 1] are currently owned by the Plaintiff as the share certificates of 54,772 shares of the previous shares of 58,000 shares of the instant case (hereinafter “former share certificates”).

B. Possession of shares of the Defendant Company

(1) From around 1956 to around 1980, when the company was established and operated by the defendant company, the company was transferred the shares owned by each of the above-mentioned shares from Lee Jong-soo, Cho Jong-soo, Cho Jong-won, and Cho Jong-soo to around 1980, and all of the shares owned by the company was owned by 58,00 shares of this case. Since then, some of the shares owned by the company was entrusted in the name of his relatives and others.

(2) Even after the consolidation and increase in the capital of the Defendant Company, Cho Jae-chul owned all 51,60 shares of this case newly issued according thereto, but on the list of shareholders, only 13,390 shares out of them were entered into the list of shareholders, and 18,788 shares in the name of Cho Chang-nam, 13,39 shares, 4,409 shares in the name of Kim Chang-nam, 3, 409 shares in the name of fraud, 4,409 shares in the name of the second, 4,00 shares in the name of the third, South and North, and 4,000 shares in the name of the third, 4,00 shares in the name of the third, South, 196.

(3) After that, until December 31, 1999, the ownership relationship of shares on the list of shareholders of the defendant company was modified as shown in the attached Table 2. The ownership relationship on the list of shareholders of the defendant company was maintained as is, since December 31, 199, the details on the ownership of shares on the list of shareholders were maintained.

C. General shareholders' meeting and board of directors of defendant company

(1) On March 11, 200, the minutes were prepared by deeming that a temporary general meeting of shareholders was held at the office of the defendant company. On March 11, 200, the minutes were prepared by deeming that the above three directors present at the time, the representative director of the defendant company, and owned all the shares issued by the defendant company, as the chairperson of the above minutes, and the general meeting was held at the same time, and the directors' meeting was held at the expiration of the same day, and the directors' meeting was appointed as directors instead of the loan, and the third appointed directors’ meeting was signed and sealed. The minutes of the board of directors prepared by deeming that the above three directors were held at the same place as at around 11:00 on the same day, and the resolution was passed by appointing the bylaws as representative director of the defendant company, and thereafter, each of the above changes was made.

(2) On March 18, 200, the minutes of the board of directors were prepared as follows: (a) the board of directors of the defendant company was held at the domicile of the defendant company at the domicile of the defendant company; and (b) the liquidation liquidation resigned from the office of representative director of the defendant company; and (c) the representative director was appointed as a new representative director.

(3) On April 21, 200, when the minutes of the above contents were prepared and the above alteration registration was made on the basis of the above contents that the existing directors, including themselves, were known that the above alteration registration was made, the defendant company held a temporary general shareholders meeting on April 21, 200, and dismissed the mediation realization from the office of the representative director and directors, and made the minutes of the appointment of the directors from the office of the chief director and the directors, and the protocol of the appointment of the chief director, the Cho Chang-ju, the Cho Chang-ju, and the Cho Jong-young. On the same day, the minutes of the contents that the appointed directors held the board of directors present at the meeting and appointed the representative director as the representative director, and completed

(4) After that, on July 7, 200, a provisional general meeting of shareholders was held at the office of the defendant company. The above general meeting of shareholders submitted a letter of resignation of directors and the representative director, the letter of resignation from the Cho Chang-ju, and the letter of resignation from the Cho Chang-ju, the letter of resignation from the Cho Chang-ju, the resolution was made to appoint the director as the director due to the shareholders' unanimous book, and the resolution was made on July 12, 2000 that was held on the same day by the above appointed directors as the representative director, and on July 12, 200, the registration of alteration was made pursuant to each of the above resolutions.

2. Determination on confirmation of shareholders' rights and request for implementation of transfer procedures

A. The plaintiff's assertion

(1) As seen earlier, the Cho Jae-chul established the Defendant Company: (a) owned the entire shares of this case newly issued through the consolidation and capital increase as well as the entire shares of this case after around 1980; and (b) held that a considerable portion of the shares owned by the Defendant Company under the name of relatives, etc. on the list of shareholders.

(2) On December 31, 199, the Plaintiff donated 13,390 shares among the shares of this case, which were owned by Cho Jae-chul on December 31, 199, and the remaining 38,210 shares on February 10, 200, respectively, and at the same time, the Defendant Company rejected the Plaintiff’s claim for the implementation of the transfer procedure and denied the Plaintiff’s status as the Plaintiff’s shareholder, even though one of the instant shares was received as well as the instant old shares listed in the attached Table 1.

(3) Meanwhile, as seen earlier, the consolidation of the former shares made on August 21, 1987 is null and void since it did not go through procedures for the consolidation of shares under the former Commercial Act (amended by Act No. 4372, May 31, 1991; hereinafter “former Commercial Act”). As such, the former shares still remain effective as shares of the issuance of the Defendant company.

(4) Therefore, the Plaintiff primarily sought the confirmation of shareholders' rights and the transfer of shareholders' rights for 54,772 shares (one share price of 1,000 won) awarded by the old share certificates among the 58,000 shares of the instant case and for 40,000 shares (one share price of 5,000 won) issued by the said increase of shares among the 51,600 shares of the instant shares, and where the said consolidation of shares is deemed valid, the Plaintiff seeks the confirmation of shareholders' rights and the transfer of shareholders for 51,60 shares (one share price of 5,000 won).

B. Determination as to the claim on shares 54,772 of the old shares

According to the former Commercial Act, a stock company established prior to the enforcement date of the above Act shall consolidate shares with the provisions on the consolidation of shares to hold shares of 5,000 won or more per par (Article 5(2) of the Addenda) within three years from the enforcement date of the above Act (Article 5(2) of the Addenda). In consolidating shares, the purport of the consolidation of shares and the submission of share certificates to the company within a fixed period of not less than three months, and the purport of the consolidation of shares and the submission of share certificates to the company within that period, are notified individually to the shareholders listed in the register of shareholders (Article 440). The effect of the consolidation of shares takes effect at the expiration of the period announced (Article 44

Meanwhile, although the defendant company does not dispute the defendant company at the time of the aforementioned consolidation, the purport of the above announcement and notification procedures in the consolidation is to determine and prevent the circulation of old share certificates that are to be invalidated. As recognized earlier, the old share is a registered share and was entrusted to one of its relatives, etc. under the name of the defendant's relatives, etc. (the old share certificates were almost owned) as the registered share at the time of the said consolidation. The above consolidation takes into account the fact that capital increase, preparation of list of shareholders, resolution of the general shareholders' meeting was made on the premise of the above consolidation after the registration of change in the above consolidation, it is reasonable to deem that the above consolidation became effective even if the procedure of announcement and notification is defective, at the time of the completion of registration of change thereof was registered.

Therefore, since the old shares of the Defendant Company are extinguished through the consolidation of shares and the old shares of the instant case were invalidated, it is not a claim for the confirmation of shareholders' rights and the implementation of transfer procedures, but a claim for the confirmation of shareholders' rights and the implementation of transfer procedures with respect to the new shares 11,600 shares issued through the consolidation of shares of the instant case is a direct remedy method. Thus, the claim for the confirmation of shareholders' rights and the implementation of transfer procedures with respect to the old shares of 54,72 shares of the instant case is without a benefit of lawsuit.

C. Determination as to the claim on 51,600 shares of this case

Comprehensively taking account of the purport of the entire pleadings in each of the statements Nos. 1, 2, and 3-1, 2-1, 3-2, it is recognized that it was the fact that it donated 13,390 shares out of 51,60 shares of this case to the Plaintiff on December 31, 1999, and that it concluded a donation contract with the effect that it donated 38,210 shares on February 10, 200.

However, the following facts can be acknowledged in full view of the statements in Eul evidence 1-1, 2, Eul evidence Nos. 6, 24, Eul evidence No. 20-1, and Eul evidence Nos. 20-5, and the testimony on the landscape of the witness at the trial.

(1) On May 28, 1996, the Defendant Company’s assets were distributed to its children in a way that the Defendant Company’s operating right to the Defendant Company, which it actually owned, is handed over to the son, and the other children should pay a certain amount of money to the other children. On May 28, 1996, the Defendant Company’s assets were agreed on the following terms, and all other children except the South-North son of the Cho Jae-chul agreed on the above agreement.

(1) Lighting shall delegate the whole management of the shares issued by the defendant company in this case and all rights relating to inheritance to the shares issued by the defendant company to the early realization.

(2) The delivery of 500,000,000 won shall be paid to the other children of the early scrap metal in installments, and 200,000 won shall be paid to his/her daughters in installments within seven years.

3. On the condition that the above paragraph (2) shall be implemented, the entire shares of this case shall be transferred to Cho Chang-chul.

(2) On January 23, 1997, on the basis of the above transfer agreement, the children of the Cho Jong-chul, the mediation realization, the landscape realization, the view and the fraud, the Kim Jong-hun, the account for Kim Jong-tae (the title of the defendant company was trusted to the shares of the defendant company in the name of the above subsidiaries instead of their daughters) agreed on January 23, 1997.

(1) The current status of conciliation, landscaping, illumination, great great attention, Kim Jong-hoon, and Maduk shall be transferred to Cho Chang-chul all the shares of the defendant company in his/her name.

② The payment of KRW 800,000,000 for each of the above transfer proceeds, for the payment of KRW 100,000 for the payment of the transfer proceeds, KRW 400,000 for each of the above transfer proceeds, KRW 400,000 for the hands-on, Kim account, and Cho Tae-tae for each of the above transfer proceeds, and KRW 400,000 for each of the above transfer proceeds for the payment of KRW 200,000,000 for the on-site and KRW 600,000 for the on-site, was partially amended).

(3) The current status of conciliation, landscape realization, illumination, great great attention, the Kim account, and Madgeuk (hereinafter referred to as "other punishments") shall not claim in the future the shares in the ownership of Madge iron or all rights in the defendant company.

(3) After that, the payment of the transfer price under the above agreement on January 23, 1997 was made to other siblings. Since December 31, 1999, 13,390 shares out of the shares of this case were held in title trust with the Defendant Company, and 11,890 shares out of the shares of this case were held in title trust with the Defendant Company, and the Defendant Company was registered as a shareholder.

(A) The plaintiff alleged that the plaintiff received KRW 10,00,000,000 for five times from May 6, 1997 to December 31, 198 from the Cho Chang-tae, but this was not the price for the transfer under the agreement of January 23, 1997 between the Cho Chang-tae and the mediation modernization, but the price for the transfer under the agreement of April 30, 1997, but the so-called "Masan case" that obstructed the business of the mediation modernization was paid as compensation for the damage. However, even according to the statement of No. 602, which was submitted by the agreement of April 30, 1997, the above amount was paid as the price for the transfer of the shares of the defendant company, and there is no evidence to acknowledge each of the above facts under Articles 25, 26-1, 60, 60, 601 through 616, 601 through 606, 607.

According to the above facts of recognition, Cho Chang-chul donated all of the shares of this case to Cho Chang-chul, a son, under the transfer agreement dated May 28, 1996, and had him pay a certain amount of money to other siblings in relation to the donation, and thereafter, other punishments such as Cho Chang-sik shall be basically consented to the donation through the agreement of January 23, 1997, but the content of the obligation to be borne by Cho Chang-chul-chul-man pursuant to the above donation shall be changed. As seen above, at the time of the donation, six months after the date of the merger of the shares of this case and the date of payment of new shares was not issued, and therefore, the transfer of the shares of this case was effective only by the agreement of the above donation.

(2) In the instant case where the obligation to pay the money to another punishment on the Cho Chang-tae's free will has to be fulfilled at the same time as or before the performance of the above donation, the above obligation to pay the money has to be fulfilled after the above donation. As seen earlier, the obligation to pay the money under the above agreement has been fully fulfilled.

Therefore, it was impossible to implement each of the above gift contracts against the plaintiff of the Cho Jae-chul, since the Cho Jong-chul entered into a gift agreement with the plaintiff on the shares of this case before December 31, 1999 and February 10, 200, the ownership of the shares of this case was legally transferred to Cho Jae-chul, and the execution of each of the above gift contracts against the plaintiff of the Cho Chang-chul was made impossible (as of December 31, 199, the defendant company's shareholder registry was owned 13,390 shares out of the shares of this case, but as seen above, it is deemed that the plaintiff acquired the ownership of the shares of this case by the actual possession of the shares of this case. Thus, there is no other evidence to acknowledge that the plaintiff acquired the ownership of the shares of this case, and there is no other evidence to support that the plaintiff acquired the ownership of the shares of this case, the above assertion based on the premise that the plaintiff acquired the ownership of the shares of this case by donation from

3. Request for confirmation of absence of resolution or invalidity of resolution by a general meeting of shareholders;

The provisional general meeting of the defendant company on April 21, 200 does not have a decision to convene a meeting by a resolution of the board of directors at the time of the resolution of the board of directors, and since the representative director's mediation representative meeting was convened or the notice of convening a general meeting was not given to the defendant company's shareholders, it constitutes a case where there is a serious defect to the extent that the resolution of the general meeting cannot be seen as having been made by the convocation procedure or resolution method of the general meeting, and thus there is no resolution to dismiss the directors' mediation, lighting, and Kim Chang-ju and Cho Chang-ju, who was appointed as a director at the above general meeting of shareholders, and the directors appointed by the resolution of such general meeting of shareholders are not qualified as a director, on the ground that the above resolution of the general meeting of shareholders becomes null and void on April 21, 200, on the ground that the absence of the above resolution of the general meeting of shareholders and the above resolution of the resolution of the board of directors is invalidated.

However, as seen earlier, it is not recognized that the Plaintiff is a shareholder holding shares issued by the Defendant Company, and there is no evidence to acknowledge the existence of legal interest in seeking confirmation of the absence or invalidity of each of the above resolutions, such as that the above resolution of the general meeting of shareholders or the above resolution of the board of directors affects the legal status or legal relationship of the Plaintiff. Therefore, the part of the claim for confirmation of existence of the resolution of the above general meeting of shareholders and invalidity of resolution

4. Conclusion

Therefore, among the plaintiff's lawsuit of this case, the confirmation of the shareholder's rights as to 54,772 shares of this case and the claim for the execution of the procedure for share transfer and the confirmation of existence of the resolution of the general meeting of shareholders and the claim for confirmation of invalidity of the resolution of the resolution of the board of directors (the main claim, No. 3, and No. 4) are unlawful and dismissed, and the part of the claim for confirmation of the shareholder's rights as to the shares of this case and the execution of the procedure for share transfer (the preliminary claim, No. 2) are dismissed as they are without merit. The judgment of the court of first instance is unfair and it is so unfair as to accept the defendant's appeal

Judges Choi Byung-chul (Presiding Judge)