2. It is confirmed that a resolution made by the Defendant on December 31, 2013 by the board of directors on December 31, 2013 is invalid.

3...

A. 1) The Defendant is a company engaged in the business of manufacturing, selling, exporting, and importing, etc. of electronic interest. 2) The Plaintiff was appointed as the Defendant’s director and the representative director on September 9, 2013.

As of December 24, 2013, as of December 24, 2013, the executive officers of the defendant were directors of the plaintiff, CA, outside directors, D, E, F as auditors.

(However, although G was registered as an outside director on the Defendant’s corporate register, G had already resigned on August 22, 2013 and the resignation of a director of a corporation is deemed to be an act of sole representation with the other party, and such expression of intent becomes effective at the same time when it reaches the other party (see, e.g., Supreme Court Decision 2004Da10909, Jun. 15, 2006). Since G was deemed to have submitted the letter of resignation to the Defendant on August 22, 2013, the Defendant did not complete the registration of resignation on the corporate register until now, but at the time of submission of the letter of resignation, G’s resignation was already effective).

As of December 31, 2013, the Defendant’s board of directors (hereinafter “the instant board of directors”) was held on December 24, 2013 (hereinafter “instant board of directors”) to the effect that the Plaintiff’s directors and auditors are holding in the meeting room of the Defendant’s head office on December 31, 2013, the board of directors holding the “replacement of the representative director (based on replacement: neglect of duties and lack of management ability)” by e-mail, shall notify the Defendant’s directors and auditors of the convocation of the instant board of directors (hereinafter “instant convocation notice”).

(2) The board of directors of the instant case refers to the fact that the Plaintiff, C, and C, outside directors, were present at the Plaintiff’s site among the Defendant’s executives.

However, the minutes of the board of directors of this case (No. 3) seem to refer to the Plaintiff, C, D, E, F, and G, the total number of directors of the board of directors of this case.

Five of them (the plaintiff, C, D, E, F, however, stated that F was present at the contact call pursuant to the provisions of article 40(2) of the defendant's articles of incorporation.).