For the appellant, the attached protective clause shall be determined and the modification plan of the reorganization plan of this case shall be approved.

2. All applications for intervention shall be dismissed;

According to the records, the following facts are recognized:

(a) Progress of company reorganization procedure;

On July 3, 1998, after the filing of an application for the commencement of a company reorganization procedure and the preservation of company's property on July 3, 1998, Korea-Japan Co., Ltd. (hereinafter referred to as the "Adjustment Co., Ltd.") whose business is the chemical fiber manufacturing business, etc., the

(1) The decision on August 1, 1998 on the disposition of preserving the company's property

(2) Commencement order of company reorganization procedure on January 19, 1999

(3) On March 16, 1999, holding of the first meeting of interested persons, reorganization claims, etc.

(4) Submission of reorganization programs by a receiver on July 30, 1999

(5) On January 28, 200 and February 11, 200, the approval of the first and second amendment of the reorganization programs by the court of original judgment

(6) On February 16, 200, the meeting requirements for resolution with the consent of 84.8% of security holders and 71.3% of reorganization creditors-related reorganization creditors by holding the second and third meeting of interested persons and special investigation date such as reorganization claims, etc. for the examination and resolution of reorganization programs.

(7) On February 23, 200, the decision of the court below to approve the original reorganization program

B. Decision to approve the alteration plan of the reorganization plan of this case

(1) Submission of a modified reorganization plan by the receiver on February 23, 2004

(2) Permission on June 14, 2004 to revise the reorganization program modification plan by the original court

(3) On June 16, 2004, the meeting of interested parties for the review and resolution of the plan to modify the reorganization plan is held, and meeting requirements for resolution with the consent of 81.2% of the security holders and 78.6% of the reorganization creditors-based.

(4) On June 18, 2004, the court below's approval of the modification plan of the reorganization plan of this case (hereinafter "the modification plan of this case")

C. Status of appellant and summary of the amendment plan of this case

The appellant is disputing the portion of “the method of changing the right of the principal obligation of reorganization security interest” in the instant modification plan as follows, as a security holder of the Msan Factory Site [the fifth project site (this factory1), the sixth project site (this factory2), the sale (this factory2), and the building site (this factory2) site in the attached Table 8-1 of the instant modification plan, which are 84-1 factory site in Msan-dong, Gyeyang-dong 84-1 factory site in Msan-dong 104,062 site 28 square meters, etc.]. The summary of the instant modification plan related to the said portion is as follows.

(i) Method of changing and repaying the principal obligation of the security;

(A) In the case of a security holder of the Masan Site (security holder who has a security right to the Masan Factory Site), 22% of the principal shall be converted into equity, and the remaining principal shall be paid out of the proceeds of sale of the Masan Site (the proceeds of sale of the Masan Factory Site, the proceeds of sale of the Masan Factory Site and the proceeds of reorganization claim shall be used in the preferential repayment of the 150 billion won), less the amount repaid by the security holder and other reorganization creditors, and the remaining principal due shall be paid in equal installments during the period from the 6th year (2006) to the 10th year (2010) and paid on the due date. Between the security holder of the Masan Site, the proceeds of sale of the Masan Site site shall be allocated as shown in

(b) 22% of the principal shall be converted into equity and 10% of the remaining principal shall be paid out of the proceeds of sale of the Msan site, and the remaining principal shall be paid in equal installments from the 6th (2006) year to the 10th (2010) year.

(C) The liquidation value of the security at issue exceeds the market value of the security for the security at issue (hereinafter “Redive Bank”) and the principal of the Cho Jae-Hy Bank (hereinafter “Redive Bank”) and the Korea Resources-Backed Limited Company (hereinafter “Redive Company”) shall be repaid in accordance with the original reorganization program.

(d)The deferred interest shall be converted into full and the occurrence of the interest shall be exempted in full;

(2) Method of change and repayment of reorganization claims in financial institutions

(A) 50 per cent of the principal shall be converted into equity, 6 per cent of the remainder of the principal shall be repaid with the proceeds of sale in the Msan site, and the remainder of the principal due shall be repaid on the annual due date of repayment from the 7th (2007) year to the 10th (2010) year.

(b)The deferred interest shall be converted into full, and the due interest shall be exempted in full;

(3) Sale of the site of marina factory and reimbursement of debts;

(A) The reorganization company must sell the Msan Factory site up to June 30, 2005.

(B) In the case of sale of the Masan Factory site, a security and reorganization claim shall be preferentially repaid in accordance with the reorganization plan of this case with the proceeds of sale of the Masan Factory site (150 billion won), and the remaining proceeds shall be used as the restructuring fund of the reorganization company.

(C) In the event that the sales proceeds of the Minsan Site are not raised only by the proceeds from the sale of the Minsan Site, the liquidation company shall raise the sales proceeds of the Minsan Site short of the proceeds from the third apartment project and the fourth apartment project. In the event that the Minsan Site sales proceeds of the Minsan Complex are not raised, the liquidation company shall raise the sales funds of the Minsan Site short of the proceeds from the third apartment project and the fourth apartment project.

(4) Sale of other proposals for security;

Where the reorganization company sells the articles other than the Masan Factory site, and redeems the security, the proceeds of sale for the articles concerned shall be repaid by the security holder concerned.

(d) A sale plan for the sites of marina factory (attached Table 8) and the actual sales result;

Under the revised plan of this case, the estimated sale time of the Msan Factory site was 2004, and the estimated sale price was 170 billion won. However, the actual Msan Factory site was sold at KRW 285 billion to the consortium Co., Ltd. on August 31, 2004.

E. Estimated distribution ratio between secured parties of the Msan Site according to the instant change plan

이 사건 변경계획상 마산부지 담보권자 사이의 마산부지 매각자금 배분은 앞서 본 바와 같이, 변경계획안 [별표 7-1]의 정리담보권 시인금액의 비율에 따라 [별표 8]과 같이 배분하도록 되어 있는바, 구체적으로 살펴보면, 정리담보권 시인금액에 있어 주식회사 우리은행(이하 ‘우리은행’이라 한다)의 경우 마산공장부지에 대한 시인금액 54,815,943,400원 외에 다른 담보물건에 대한 시인금액 합계 20,987,392,950원을 합한 총합계 85,818,535,250원을, 항고인 주식회사 한국외환은행(이하 ‘외환은행’이라 한다)의 경우 마산공장부지에 대한 시인금액 42,623,620,764원 외에 다른 담보물건에 대한 시인금액 4,607,205,050원을 합한 47,230,825,814원을, 항고인 산은일차유동화전문 유한회사(이하 ‘산은일차’라고 한다)의 경우 마산공장부지에 대한 시인금액 39,579,698,836원 외에 다른 담보물건에 대한 시인금액 1,305,021,000원을 합한 40,884,719,836원을, 케이엘인베스트먼트 제1차유동화전문 유한회사(이하 ‘케이엘’이라 한다)의 경우에는 마산공장부지에 대한 시인금액 8,421,900,000원을 각 기준으로 하였고[별표 7-1], 이에 근거하여 작성된 [별표 8]에 따른 채권자별 채무변제 예상배분표는, 마산부지 매각자금 1,500억 원에서 기타 담보권자의 출자전환 후 채권원금 중 10%인 1,242,000,000원 및 정리채권자의 출자전환 후 채권원금 중 6%인 4,077,000,000원 등 합계 5,319,000,000원을 뺀 나머지 144,681,000,000원을 배분재원으로 하여, 우리은행의 경우 마산공장부지를 포함한 전체 담보물건에 대한 채권원금 241,045,000,000원을, 외환은행의 경우 마산공장부지를 포함한 전체 담보물건에 대한 채권원금 38,844,000,000원을, 산은일차의 경우 마산공장부지를 포함한 전체 담보물건에 대한 채권원금 23,572,000,000원을, 케이엘의 경우에는 마산공장부지만에 대한 채권원금 6,485,000,000원을 기준으로 위 각 원금에서 22%를 출자전환한 나머지 금액에 대하여 배분하는 방식으로 하여, 마산부지 매각자금에서의 배분예상액을 우리은행은 90,938,000,000원(출자전환 후 원금 대비 48.4%), 외환은행은 30,298,000,000원(출자전환 후 원금 대비 100%), 산은일차는 18,386,000,000원(출자전환 후 원금 대비 100%), 케이엘은 5,059,000,000원(출자전환 후 원금 대비 100%)으로 각 정하였다.

2. Summary of grounds for appeal;

(4) The appellant may, in the case of the Masan Factory site, pay the total amount of principal in accordance with the original reorganization plan, on the ground that the liquidation value of the securities exceeds the market value of the securities held in the Masan Factory site. However, the liquidation value of the Masan Factory site should mean the estimated sale value immediately. Since the sale price calculated in the Masan Factory site plan exceeds 170 billion won, the total amount of the market value of the securities held in the Masan Factory site, including the appellant, or the total amount of principal, exceeds the market value of the Masan Factory site as well as the Masan Factory site security holders, and it is unreasonable for the appellant to treat the Masan Factory site more unfavorably than the total liquidation value of the securities held in the Masan Factory site without reasonable grounds. Thus, it is unreasonable for the appellant to view the Masan Factory site as the Masan Factory site to the extent of the 200 billion total amount of the securities held in the Masan Factory site without reasonable grounds.

3. Determination

A. Where it is necessary to modify matters determined in the plan due to unavoidable reasons after the decision to approve the reorganization plan is made, the court may modify the plan upon the application of the receiver, company or reported reorganization creditors, security holders, or stockholders (Article 270(1) of the Company Reorganization Act) only before the completion of the reorganization procedure (Article 270(1) of the Company Reorganization Act). In order to approve the amendment plan, the amendment plan must satisfy the fairness and fairness provided for in the former part of Article 233(1)2 of the Company Reorganization Act. Specifically, the fairness and fairness referred to in the amendment plan must be fairly and uniformly differentiated between different rights holders, taking into account the priority order of rights provided for in Article 228(1) of the same Act, and the conditions should be equal between different rights holders of the same kind as provided for in Article 229(1)5 of the same Act, and the equality in this case refers to the substantive equality that does not go against the concept of fairness and fairness, and thus, it shall not be divided into two different types or equality rights provided for in the same plan within two different types and different types of rights.

B. The instant change plan provides that the sales proceeds of the Msan Factory site shall be KRW 170 billion and, among them, KRW 150 billion shall be determined as the funds for sale of the Msan Site to be used in satisfaction of the reorganization securities and reorganization claims. In other words, from KRW 150 billion to KRW 150 billion, the total amount of KRW 1,242,00,000 out of the principal of other secured parties, excluding the secured parties, and the total amount of KRW 5,319,00,000 out of the principal of other secured parties, and the total amount of KRW 5,319,000,000,000 among the principal of the claim after a partial conversion of investment by reorganization creditors, shall be preferentially repaid, and only the remainder of KRW 14,681,00,000,000, including the principal of the claim of the secured parties, including the remainder of KRW 222,000,000.

그런데, 마산공장부지에 대한 해당 정리담보권 시인금액의 총액은 145,441,16 3,000원(= 우리은행 54,815,943,400원 + 외환은행 42,623,620,764원 + 산은일차 39,579,69 8,836원 + 케이엘 8,421,900,000원)이고, 해당 정리담보권 원금의 총액은 123,716,000,000원{= 우리은행 54,815,000,000원(별표 8에는 채권원금이 241,045,000,000원으로 되어 있으나, 이는 마산공장부지 외의 기타 담보물건에 대한 채권원금도 포함된 것이므로, 마산공장부지에 대한 채권원금은 마산공장부지에 대한 정리담보권 시인금액인 54,815,00 0,000원으로 본다) + 외환은행 38,844,000,000원(역시 별표 8에는 채권원금이 38,844,000, 000원으로 되어 있고, 이것도 마산공장부지 외의 기타 담보물건에 대한 채권원금도 포함된 것이나, 마산공장부지에 대한 시인금액 42,623,620,764원의 범위 내이므로, 일응 마산공장부지에 대한 채권원금으로 본다) + 산은일차 23,572,000,000원(역시 별표 8에는 채권원금이 23,572,000,000원으로 되어 있고, 이것도 마산공장부지 외의 기타 담보물건에 대한 채권원금도 포함된 것이나, 마산공장부지에 대한 시인금액 39,579,698,836원의 범위 내이므로, 일응 마산공장부지에 대한 채권원금으로 본다) + 케이엘 6,485,000,000원}으로서 모두 마산부지 매각자금 1,500억 원으로 완제될 수 있는데도(특히 원금의 경우에는 기타 담보권자와 정리채권자에게 5,319,000,000원을 우선 변제하여도 나머지 마산부지 매각자금 144,681,000,000원으로 완제될 수 있다), 마산공장부지에 대한 담보권이 없는 기타 담보권자와 정리채권자에게 일부 출자전환 후의 채권원금 중 10% 및 6%에 해당하는 5,319,000,000원을 우선적으로 변제하는 반면, 항고인들의 채권원금 중 22%를 출자전환하도록 하고, 또 마산공장부지 외의 기타 담보물건에 관한 정리담보권에 대해서는 그 담보물건의 매각대금을 해당 정리담보권에 우선적으로 변제하도록 되어 있는바, 이는 마산부지 담보권자의 담보권의 본질을 침해하고 합리적인 이유 없이 담보권 상호간의 차등을 규정한 것으로서 공정·형평의 원칙에 반한다고 할 것이고, 또 마산공장부지가 실제 2,850억 원에 매도된 것에 비추어 보면, 이 사건 변경계획상 마산공장부지의 매각예상대금 1,700억 원은 실제 거래가를 도외시한 지나치게 낮은 금액으로 만연히 위 금액을 기준으로 마산부지 담보권자의 원금의 22%를 출자전환하도록 한 점 역시 부당하다.

(c) Modification of the modification plan of this case through the establishment of protection clauses;

Therefore, the part of the amendment plan of this case, which allows the appellant to convert 22% of the principal security into investments, is clearly unfair. However, considering the fact that the majority of interested parties consented to the amendment plan of this case as well as the fact that the plan has already been implemented, and that the above amendment plan has not been influenced by social and economic aspects, the order of the court below should be modified by applying Article 234(1) of the Company Reorganization Act mutatis mutandis to the amendment plan of this case and prescribing a provision that protects the appellant's rights, thereby authorizing the amendment plan.

Furthermore, with regard to the provision on the protection of rights, when considering the health team, the progress from the approval decision of the modification plan of this case, the relationship with other interested parties as shown in the records of this case, the possibility of implementation of the original reorganization plan and the modification plan, etc., the provision on the protection of rights against the appellant should be determined as follows: (a) as well as the principal and interest of the security should be fully repaid; (b) however, the purpose of the corporate reorganization system is to ensure the reorganization and reorganization of the company; (c) in light of the fact that the purpose of the corporate reorganization plan of this case is to ensure the reorganization and reorganization of the company; (d) the deferred interest on all creditors' claims, including the appellant, is to conversion the total amount into equity and to be exempted, the above assertion is against the purpose of the corporate reorganization system or the equity with

D. Whether the application for intervention is lawful

In order to intervene in a specific litigation case in order to assist one of the parties, there must be an interest in the result of the litigation concerned, and the term "interest" refers to a legal interest, not a economic or emotional interest, but a legal interest. In this case, for which the appellant who is a security holder filed an appeal on the ground that the modified plan of this case was unfairly infringed on the security of the Masan Factory site, it is difficult to see that the Intervenor who is a minor shareholder has a legal interest in the outcome of this case. Thus, all of the applications for intervention is unlawful.

4. Conclusion

Therefore, since the appellant's appeal is well-grounded, the order of the court below is modified as it approves the modification plan of this case by setting forth the attached data protection clause for the appellant, and the motion for intervention of the Intervenor is unlawful, and it is so decided as per Disposition by the assent of all.

[Attachment Supplementary Intervenor]

Judges Park Jong-dae (Presiding Judge)