1. The plaintiff's primary claim shall be dismissed.

2. The plaintiff's conjunctive claim is dismissed.

3. The costs of lawsuit are assessed against the Plaintiff.

1. The gist of the Plaintiff’s assertion is the Defendant’s director.

On December 1, 2015, D, a shareholder of the Defendant, offered capital increase with KRW 5,000,000, instead of offering the debt amount of KRW 200,000, and passed a written resolution to grant C the shares of KRW 40,000. Accordingly, the Defendant issued new shares of KRW 40,000 on December 4, 2015.

However, the above issuance of new shares was made without a price appraisal for the existing shares, and there is a serious defect that is highly likely to undermine the safety of transaction and legal stability, and that is not implied when considering the interests of shareholders and other interested parties.

Therefore, confirmation of invalidity of the above written resolution, preliminary confirmation of absence of the above written resolution is sought.

2. Article 429 of the Commercial Act provides that the invalidation of issuance of new shares may be asserted only by a lawsuit within six months from the date of issuance of new shares only by shareholders, directors or auditors. Thus, even if the revocation or invalidity of the resolution of issuance of new shares by the board of directors or the general meeting of shareholders is defective, barring special circumstances, such as where the defect is extremely serious and the absence of the issuance of new shares occurs, a lawsuit may only be brought against the invalidity of issuance of new shares after the issuance of new shares takes effect.

(See Supreme Court Decision 2003Da20060 Decided August 20, 200, and Supreme Court Decision 87Meu2316 Decided July 25, 1989, etc.). However, according to each of the evidence Nos. 1 and 2, it is recognized that the Defendant completed registration by issuing 40,000 new shares on December 4, 2015 and changing the total number of issued shares to 50,000 shares, according to the resolution of D, a single shareholder.

Therefore, since the above issuance of new shares has already been effective, the plaintiff's primary claim seeking confirmation of invalidity of a written resolution, which is one of the process of issuance, is unlawful, not based on the litigation over invalidity of issuance of new shares

(q).