1. The part requesting the dismissal of the representative director among the lawsuits in this case shall be dismissed.

2. Defendant D Co., Ltd.

1. Basic facts

A. The Plaintiff Co., Ltd. is a shareholder holding 25,800 shares (43%) of Defendant C Co., Ltd. (hereinafter “Defendant Co., Ltd.”) and the Plaintiff Co., Ltd is a shareholder holding 4,200 shares (7%) of Defendant Co., Ltd.

B. On December 29, 2016, Defendant D was appointed as the representative director of the Defendant Company and was currently in office as the representative director. At present, the Seoul High Court Order 2018Ra21314 dated February 13, 2019 (Seoul High Court Order 2018Ra21314), the execution of duties by the Defendant Company’s representative director and the director was suspended until the judgment

Defendant D had 30,00 shares of the above company (50%) and transferred 30,000 shares of the above company to E around August 2018.

C. On September 28, 2018, the Plaintiffs filed a motion to convene a temporary general meeting of shareholders to dismiss Defendant D as the representative director and directors on the grounds of fictitious payment, embezzlement, breach of trust, and breach of duty to loyalty with respect to Defendant D as a shareholder of the Defendant Company. On November 16, 2018, the temporary general meeting of shareholders was held, but the said removal proposal was rejected.

On December 17, 2018, the Plaintiffs filed the instant lawsuit seeking to dismiss Defendant D from office as the representative director and director of the Defendant Company.

[Ground of recognition] Facts without dispute, entry of Gap evidence Nos. 29 and 34 (including branch numbers for those with additional numbers; hereinafter the same shall apply), the purport of the whole pleadings

2. The Plaintiffs’ claim for dismissal of the representative director constitutes a formative action aimed at forming a modified legal relationship, and the lawsuit for formation of a legal relationship can be brought only where the law expressly provides for the dismissal of the representative director.

(See Supreme Court Order 97Ma2269 delivered on October 27, 1997, and Supreme Court Decision 2000Da45020 delivered on January 16, 2001, etc.). However, Article 385(2) of the Commercial Act only provides that only a case where a director can be requested to a court to dismiss a director, and Article 389(3) of the Commercial Act, which lists the provisions applicable mutatis mutandis to the representative director, does not include Article 385(2) of the Commercial Act, and also does not include Article 389(3) of the Commercial Act.