1. The Defendant’s issuance of new shares at a par value of KRW 500,00 per share on November 8, 2018 ought to be invalidated.

2...

Basic Facts

A. The Plaintiff is a corporation established in accordance with the laws of England-do, which is a creditor and shareholder of the Defendant, and the Defendant is a company engaging in the manufacture of semiconductor equipment and wholesale and retail business.

B. As of October 31, 2018, the Defendant issued 1,562,754 common shares at KRW 500 per share. As of October 31, 2018, the Defendant’s representative director C was holding 672,521 shares (43%) of the Defendant’s common shares, 268,363 shares (17%) of the company director D, 184,308 shares (12%) of the company director E, and 437,526 shares (28%) of the Plaintiff. On November 5, 2018, the Defendant’s representative director C, in-house directors D, and E were holding a board of directors to issue preferential shares of KRW 500 per share, KRW 500 per share, KRW 5,00 per share, and KRW 600,000 shares with no voting right specified for the duration of 7 years.

C. At the time of the resolution of the board of directors, the Plaintiff owned KRW 3,242,827,721 against the Defendant at the time of the resolution of the board of directors. The Defendant, on November 7, 2018, decided to offset the Plaintiff’s share payment of KRW 600,000,000, out of the Plaintiff’s credit against the Defendant, to the amount of KRW 3,000,000, out of the Plaintiff’s credit against the Defendant. On November 8, 2018, the Plaintiff issued KRW 600,000, and completed registration for change on November 22, 2018 (hereinafter “instant issuance of new stocks”). However, during the process of allocating new stocks to the Plaintiff, the Defendant did not publicly notify the date of allocation as stipulated in Article 418(3) of the Commercial Act or did not make a peremptory notice under Article 419(1) of the Commercial Act to the Plaintiff who had preemptive right to new stocks.

[Reasons for Recognition] In light of the fact that there is no dispute, each entry of Gap evidence 1 through 6 (including each number; hereinafter the same shall apply), and the purport of the entire pleadings, and the possibility that the issuance of new shares may be invalidated after the fact, it would undermine the safety and legal stability of transactions. However, in a lawsuit that invalidates the issuance of new shares, the grounds for invalidation are strictly interpreted as much as possible. However, there is a violation of statutes or the articles of incorporation in the lawsuit that invalidates the issuance of new shares,