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(영문) 의정부지방법원고양지원 2016.04.15 2015가합76080

신주발행 부존재 확인

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1. The Defendant’s issuance of new shares of KRW 40,00 per par value of KRW 5,00 on June 1, 2015 does not exist.

Reasons

1. Facts of recognition;

A. The defendant is a company engaging in the shower Swinbaba chip business, etc., and the plaintiff is currently working as the defendant's auditor.

B. On February 25, 2015, when the former representative director of the Defendant and the Defendant’s complete parent company C (hereinafter “C”), D was a representative director, appointed E and F as the Defendant’s in-house director without undergoing the actual general meeting of shareholders on February 25, 2015, and registered his/her in-house director. On April 8, 2015, D dismissed the Defendant’s in-house director G and registered his/her dismissal.

C. Although D did not hold a meeting of the actual Defendant’s board of directors on June 1, 2015, the minutes of the meeting of the board of directors were prepared in the names of itself and E and F, the following: (a) the Defendant’s ordinary shares of KRW 40,000 per issue price; (b) June 1, 2015 on the date of allocation; (c) June 1, 2015; and (d) the date of payment on June 1, 2015; and (b) the date of payment on June 1, 2015; and (c) the resolution to issue new shares (hereinafter “instant new shares”).

In addition, on June 1, 2015, D without the resolution of the board of directors of C, drafted a new subscription form and a certificate of subscription for shares with the purport that C has subscribed for and accepted all of the new shares of this case on behalf of C.

E. D submitted to the registry on June 1, 2015, the minutes of the board of directors, the new share subscription form and the certificate of acceptance of shares, and the certificate of consolidated balance attesting that the Defendant had the deposit claims of KRW 202,047,043 at the time, and completed registration for modification of the issuance of new shares of this case.

F. C did not actually pay the purchase price to the Defendant with respect to the acceptance of the new shares of this case, and the deposit balance of the above consolidated balance certificate was a fund previously owned by the Defendant.

[Ground of recognition] Facts without dispute, Gap evidence 1 through 9, Gap evidence 12 through 14 (including provisional number), Eul evidence 1, the purport of the whole pleadings

2. Issuing new shares to determine the cause of the claim.