1. Revocation of a judgment of the first instance;

2. The instant lawsuit shall be dismissed.

3. The costs of the lawsuit shall be borne by the Plaintiff.

1. Basic facts

A. Defendant Company is a company engaged in manufacturing and selling ready-mixeds, etc., and the Plaintiff is an internal director and a shareholder of Defendant Company.

B. The register of shareholders of the Defendant Company is listed as shareholders holding F, D, and Plaintiff’s 20%, 50%, and 30% of each of the outstanding shares.

The former representative director C of the Defendant Company is F's children, G is F's fraud, and the Plaintiff is G's children. The actual shareholders of F and the Plaintiff's shares are G, and the actual shareholders of D's shares are E (D's shares).

C. On February 26, 2013, the minutes of a temporary general meeting of shareholders were prepared with the consent of 7,000 share out of 10,000 shares and total number of shares issued by two shareholders present at the general meeting of shareholders (hereinafter “instant general meeting of shareholders”) and with the consent of 7,000 share shares, that the representative director and inside directors C, and auditor D resign and that the resolution of appointing inside directors D, and auditor E (hereinafter “instant resolution”).

On March 4, 2013, according to the resolution of this case, the representative director and inside director C, and auditor D on the corporate register of the defendant company were registered as being on February 26, 2013, and the representative director and inside director D, and auditor E were appointed.

E. On the other hand, on February 8, 2013, the Defendant Company filed an application for commencing rehabilitation procedures with the Daegu District Court (2013 Gohap7), and the said court rendered a decision on commencing rehabilitation procedures on March 12, 2013, but decided to discontinue rehabilitation procedures on December 23, 2013.

【Main Contents of the Articles of Incorporation】 (1) The regular general meeting of shareholders of the company shall be convened within three months from the date following the end of the business year, and the extraordinary general meeting of shareholders shall be convened whenever necessary.

(2) A general meeting shall be convened by the representative director, except as otherwise expressly provided for in statutes.

Article 27 (Notice of Convocation) (1) In convening a general meeting of shareholders, a written notice to a named shareholder stating the date, time, place, and the subject matter of the meeting shall be given ten days before the date and two weeks before the date of the general meeting for bearer shareholders.