Han Lan Investment Securities Co., Ltd. (Law Firm Square, Attorneys Limited-Appellee et al., Counsel for the plaintiff-appellant

Financial Services Commission (Law Firm LLC, Attorneys Park Dong-mo et al., Counsel for the plaintiff-appellant)

January 22, 2015

1. The imposition of a penalty surcharge of KRW 2,00,000,000, imposed on the Plaintiff on October 1, 2013 by the Defendant on October 10, 2013 shall be revoked.

2. The costs of the lawsuit are assessed against the defendant.

The same shall apply to the order.

1. Details of the disposition;

A. The Chinese High Island Publication Limited Corporation (hereinafter “China High Island”) is a holding company holding four subsidiaries (including second-tier subsidiaries) who are established on September 9, 2008 at the location of its principal office in Singapore and engage in chemical fiber manufacturing business. It is a company listed stocks on the securities market operated by the Singapore Stock Exchange on September 18, 2009.

B. On May 31, 2010, the Chinese High Island concluded a representative management contract with the Korea High Island Korea Stock Company (hereinafter “Treatment Securities Company”) on the listing of its shares issued on the securities market operated by the Korea Exchange (hereinafter “Korea Exchange”) to list its shares issued.

(c)As from June 1, 2010, treatment securities have inspected China's High Island, and the detailed schedule and content of the due diligence are as follows:

- 1 0. 2 of the listed companies listed on 2. 1 of May 31, 2010 - 1 to 2 of the listed listed companies listed on 2. 1 of the listed companies listed on 2. 1 of 2010 - 3 of the company’s business plan, list of shareholders, articles of incorporation and bylaws - 3 of the audit report - the current status of production facilities - 12 of the listed companies listed on 3. 1 of the listed companies listed on 2 of 2. 2 of the listed companies listed on 3. 1 of 20, listed on 100 listed listed on 2 of the listed companies listed on 3. 10 listed on 2 of the listed companies listed on 10 listed on 2 of the listed companies listed on 200 listed on 2 of the listed companies listed on 10 listed on 2 of the listed companies listed on 2 of the listed companies listed on 100 listed on 2 of the listed companies listed on 2 of the listed companies

D. On October 15, 2010, the Chinese High Island applied for a preliminary examination of listing of securities to be issued in the Republic of Korea (hereinafter “instant securities”) on the Korea Exchange, and the Korea Exchange approved the preliminary examination on December 9, 2010.

E. On December 15, 2010, the Chinese High Island concluded a contract for underwriting the instant securities (hereinafter “instant underwriting contract”) with the Daewoo Securities, the Plaintiff, the ABK Investment Securities Co., Ltd. (hereinafter “IBK Investment Securities”), and the AHM C&D Investment Securities Co., Ltd. (hereinafter “HMF Investment Securities”).

F. The issuance of shares to be listed in the Korea Exchange constitutes “public offering of securities” under Article 119(1) of the Financial Investment Services and Capital Markets Act (hereinafter “Capital Markets Act”). Accordingly, the Chinese High Island submitted a registration statement against the Defendant under Article 119(1) of the Capital Markets Act. Accordingly, the Chinese High Island submitted a registration statement on the public offering of the instant securities to the Defendant on December 15, 2010. The said registration statement contains the following descriptions.

1. The public offering (public offering) value per ○○ (public offering) per share of KRW 30 million (one week per 20 million per 1 week of Singapore): Total amount of KRW 1,79.1 billion: The public offering (public sale) method of KRW 60%, the Plaintiff 30%, the IBK securities 7%, and the HMF investment securities 3% from January 12, 201 to January 13, 201, and the date of the public offering of KRW 1,79.1 billion: The public offering of KRW 60%, the Plaintiff 30%, the IBK securities 7%, and the HMF investment securities 3% from January 17, 2011 to January 17, 2011.

G. After December 30, 2010 and January 6, 2011, China High Island submitted a corrective registration statement with respect to investment risk factors, etc. On January 11, 2011, China High School filed a corrective registration statement with respect to the total amount of KRW 700,00 (public offering) price per share; KRW 210,000; KRW 11,2682,720,000 for acceptance amount; KRW 63 billion for Plaintiff’s acquisition amount; KRW 3,207,960,000 for acquisition amount; KRW 14.78,524,000 for investment securities; and KRW 6.37,000 for HM securities, the corrective registration statement with respect to each of the above corrective registration statement containing the corrective registration statement with respect to the acquisition amount of KRW 6.3 billion (hereinafter “the corrective registration statement”).

H. Since then, the Chinese ancient Island applied for a new listing review to the Korea Exchange, and the Korea Exchange approved this on January 21, 201. Accordingly, the instant securities were listed on the securities market established by the Korea Exchange on January 25, 2011.

I. On October 10, 2013, the Defendant imposed a penalty surcharge of KRW 2 billion on the Plaintiff pursuant to Article 429(1)1 of the Capital Markets Act and Article 25 of the Rules on the Investigation of Capital Markets (hereinafter “instant disposition”).

The Defendant against the Plaintiff contained in the main sentence shall impose a penalty surcharge of two billion won on the Plaintiff pursuant to Article 119(1) and Article 125(1)5 of the Capital Markets Act with respect to a violation of the duty to report or disclose important matters, such as a false statement in the registration statement under Article 119(1) and Article 125(1)5 of the said Act, and Article 25 of the Rules on the Investigation of Capital Markets. In addition, a violation of the duty to report or disclose, such as a false statement in the registration statement, is a joint management company for listing the securities of this case on the Korea Exchange, which is a representative company for the listing of the securities of this case - the Plaintiff is dependent on the treatment securities that is the representative company in charge of the duty to inspect on the Chinese High Island, which is equivalent to 31.6% of the total assets as of September 2010, which is an important asset item of Chinese ancient Island and investment risk factor of the project, and the Plaintiff shall be negligent in executing the relevant agreement with the Plaintiff on major investment risks of 10.

[Reasons for Recognition] Unsatisfy, Gap evidence Nos. 1 through 5, Eul evidence No. 1, and the purport of whole pleadings

2. Whether the instant disposition is lawful

A. The plaintiff's assertion

1) According to Articles 429 and 125(1)5 of the Financial Investment Services and Capital Markets Act and Article 135(2) of the Enforcement Decree of the same Act, an underwriter subject to penalty surcharges shall be subject to “an underwriter who determines the terms, conditions, etc. of underwriting upon receiving a request for underwriting of securities directly from the issuer or seller.” However, although the Plaintiff formally stated that it is a joint management company under the instant registration statement, the Plaintiff was not directly requested from the Chinese High Island and did not specify the terms, etc. of underwriting. Therefore, the Plaintiff does not constitute an underwriter subject to penalty surcharges.

2) The Defendant is premised on the fact that the cash and cash assets as of September 30, 2010, as of September 30, 2010, as indicated in the instant registration statement, were recorded falsely because they were not in accord with the actual conditions. However, since the Defendant failed to prove the scale of the shortage, it cannot be readily concluded that there was a false statement as to

3) Even if the Plaintiff is an underwriter subject to penalty surcharges, considering the following: (a) the time when the Plaintiff was involved in the public offering of the instant securities as a joint supervising company; (b) the Plaintiff’s role in the public offering of the instant securities; and (c) the Plaintiff’s actual duties related thereto, the Plaintiff did not constitute “any intention or gross negligence” as to the instant disposition reason.

B. Relevant statutes

The entries in the attached Table-related statutes are as follows.

C. Facts of recognition

1) On October 15, 2010, the Chinese High Island submitted a written request for the preliminary examination on stock listing to the Defendant. The written request for the preliminary examination on stock listing contains the type of stocks to be publicly offered, the number of stocks to be publicly offered, the amount of the public offering, the total amount of the public offering, the outline of the instant securities, the exercise of rights, the matters concerning excess allocation options, and the cost of issuance such as the acquisition fee and the cost of public announcement.

2) On December 9, 2010, the Chinese High Island notified the Defendant of the approval of the stock listing preliminary examination, and concluded the KRX 2 joint listing supervision agreement with the Plaintiff as the representative responsible company on December 14, 2010 and the Plaintiff as the joint responsible company.

Article 4 (2) (Fees) (2) of the Table contained in the main sentence and the Plaintiff shall acquire the shares of Chinese High Island in the form of total acquisition, and the subscription fees shall be determined as follows. If the number of public offering fees is less than six times x 4% public offering x 5% public offering x (5% + 0.2% for increase of 0.1 times from six times) x the minimum public offering rate of 30% after issuance: Provided, That the subscription fees under this paragraph shall not exceed 8% of the total number of shares after the issuance, if there is a concern that the new public offering price for the latest business year has been calculated by dividing the value of the new public offering by net income (EPS) of the Korea Exchange; and (4) if public offering fees are less than six times, the Plaintiff shall request the Plaintiff to submit the relevant laws and regulations of the Chinese High School and the relevant data necessary for the implementation of the Association's new public offering, including the price of the public offering; and (2) If there is a concern that the Plaintiff shall enter into the Chinese High School and the relevant Chinese High Association's.

3) On December 14, 2010, with respect to a contract supervised by the representative of the Chinese High Island on the behalf of the head of the Financial Investment Association, he/she submitted to the head of the Chinese High Island a report on the change of the terms “the representative management company: The treatment securities: the joint management company: the Plaintiff: the date of concluding the contract: December 14, 2010.” The report is accompanied by a statement of cooperation with the content that the Chinese High Island requests the Plaintiff to acquire shares on December 14, 2010 and the content that the Chinese High Island requests to acquire shares.

4) Of the instant acceptance contract, the contents relating to the instant case are as listed below.

(1) Within 0.0% of the total subscription amount of 0.0% of the total subscription amount of 0.0% of the total subscription amount of 0.0% of the total subscription amount of 0.0% of the total subscription amount of 0.0% of the total subscription amount of 0.0% of the total subscription amount of 10.0% of the total subscription amount of 0.0% of the total subscription amount of 10.0% of the total subscription amount of 40.0% of the total subscription amount of 0.0% of the total subscription amount of 10.0% of the total subscription amount of 10.0% of the total subscription amount of 40% of the respective subscription amount of 0.0% of the total subscription amount of 40% of the total subscription amount of 10.0% of the total subscription amount of 40% of the respective subscription amount of 0.0% of the total subscription amount of 40% of the 6.0% of the total subscription amount of 10.0% of the respective subscription amount of 40.0% of the subscription amount of the

5) If the parts related to this case in the registration statement of this case are extracted, it is as follows:

1. The summary of the public offering is 3) the determination of the public offering price of 1.0,00,00 DRs included in the main text 1. A. The public offering price of 3) the public offering price of 1.0,000,00 Chinese High Island, reflecting the demand forecast results conducted prior to the date of subscription, is scheduled to submit a corrective registration statement at the time of confirmation of the public offering price. IV. The underwriter's opinion (Analysis's opinion on the evaluation of the analysis agency) 1. Evaluation Institute - The representative management company - the treatment securities - the outline of the evaluation of Plaintiff 2. The summary of the evaluation. Based on the results of the company's actual inspection, the treatment securities, the representative management company, based on the results of the company's evaluation, were based on the latest 3 business years (2007 to 209), the audit report of the settlement of accounts and the report of accounts conducted prior to the date of subscription, and the Plaintiff's actual inspection report of the company's industrial performance and related data.

(In fact that there is no dispute, Gap 2, 3, 4, and 5, Eul 2 and 3, each entry and the purport of the whole pleadings

D. Determination

1) Article 429 of the Financial Investment Services and Capital Markets Act provides that a penalty surcharge may be imposed on a “person who falls under any of the subparagraphs of Article 125(1) of the said Act.” Article 125(1)5 of the said Act provides that “any person who has entered into an underwriting contract for the relevant securities (referring to a person prescribed by Presidential Decree, if there are two or more persons who have entered into an underwriting contract)” is subject to penalty surcharge, and Article 135(2) of the Enforcement Decree of the said Act provides that “any person prescribed by Presidential Decree” shall be “an underwriter who determines the terms and conditions of underwriting upon receiving a request for underwriting of securities directly from an issuer or seller.” Article 2 subparag. 5 and 6 of the Regulations on the Underwriting of Securities, Etc., as prescribed by the Financial Investment Association, shall be deemed to be a financial investment company representing the issuer and a seller, who is requested to take over the securities from the issuing company, and shall be deemed to be a person who is subject to joint underwriting, regardless of the name of the issuer and underwriter.”

2) In light of the following circumstances revealed in the instant case, the Plaintiff cannot be deemed as an underwriter who determines the terms and conditions of underwriting upon receiving a request for underwriting of securities under Article 125(1)5 of the Financial Investment Services and Capital Markets Act and Article 135(2) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act.

A) According to the instant underwriting agreement, even if the Plaintiff has a position as a “joint supervising company”, it cannot be readily concluded by itself as subject to penalty surcharges under Article 125 of the Financial Investment Services and Capital Markets Act, and in light of the form of participation of the joint supervising company in listing, etc. of securities, the Plaintiff satisfies the requirements of determining the underwriting conditions, etc. upon receiving a request from the issuer of the instant securities directly to acquire the securities.

B) Article 2 of the Agreement on the Acceptance of this case provides that “The issuing company shall entrust .... the representative company with the total amount of the securities of this case and publicly offered and sold, and the person means (referring to treatment securities, Plaintiff, IBK investment securities, and HMF investment securities; hereinafter the same shall apply) shall accept them (Article 1) and that “the representative management company shall assign the securities of this case as follows (general subscribers: 5.5%, institutional investors: 4.5%). However, the following ratio may be adjusted after consultation with the joint management company and the acquiring company (Article 2), “The following ratio may be adjusted: 60%, Plaintiff: 30%, IBK securities: 7%, and 3%: HMF investment securities). The following ratio is merely the total amount of the securities to be transferred to the Chinese company and the acquiring company, which shall be entrusted with the remaining ratio, and shall not be subject to mediation (Article 3.3).”

C) On May 31, 2010, treatment securities entered into a contract with the Chinese High Island for the listing of the instant securities and conducted an inspection on the Chinese High Island from around that time. In light of the timing of the instant underwriting contract, the Plaintiff appears to have not participated in the first through nine companies. ② The type of shares to be publicly offered, the number of shares to be publicly offered, the total amount of shares to be publicly offered, the public offering, the summary of the instant securities, the exercise of rights, the acquisition fees, and the publication expenses of the instant securities were already determined at the time of the preliminary examination for the listing of the instant securities, and the instant securities registration statement was prepared based on such agreement (the value per share was modified, which is then determined by the agreement between the issuing company and the representative company, as seen below), and the Plaintiff participated in the preliminary examination by 14th 201 after the date of the preliminary examination.

In addition, Article 12 of the contract of this case provides that "the representative director shall take charge of all affairs related to the acquisition and public offering of the securities of this case" (paragraph (1)), "the representative director and the joint manager shall perform the analysis affairs of the securities of this case" (paragraph (2)), "the representative director shall take charge of the affairs related to the collection of subscription, allocation and general administration of subscription documents of the securities of this case" (Paragraph (4) 1), and "the division of affairs among the members of the means of persons shall be decided by the bilateral consultation in accordance with transaction practices, and shall be decided by the division of affairs by reflecting it as much as possible at the request of the issuing company" (Paragraph (5)), and Article 3 of the contract of this case provides that "the final public offering price of the securities of this case shall be determined separately by mutual agreement by taking into account the forecast results of demand from institutional investors, etc. according to the procedures set out in the registration statement of this case and the investment prospectus of this case." According to Article 12 of the contract of this case, only the representative director and the issuing company shall be decided by agreement.

D) Article 16 of the instant underwriting agreement provides that “The representative director shall receive the total sum of the commissions for all means from the issuing company and deduct 33% of the amount calculated by deducting all expenses from the total fees as the representative manager, and then the means of payment shall allocate the relevant fees in accordance with the acquisition ratio.” The instant underwriting agreement provides that “The relevant fees shall be apportioned according to the acquisition ratio,” while the securities shall be separately paid the fees for the principal business in addition to the fees according to the acquisition ratio,

E) Matters concerning the public offering or sale of Part I in the instant registration statement / Ⅳ. Only the treatment securities, the representative of the company, are specified as the subject to the preparation of the underwriter’s opinion (Analysis’s opinion on evaluation).

F) Meanwhile, (1) The Chinese High Island entered into a joint listing agreement with the Plaintiff on December 14, 2010 and the KRX 2, and Article 4(2) of the Agreement (see subparagraph 3) stating that the Plaintiff will acquire shares of the Chinese High Island. Articles 4(4) and 7 through 13 provide that the Chinese High Island agree not only with the Plaintiff, but also with the purport that the Plaintiff holds the same rights and obligations as the Postal Securities in terms of business administration status investigation and request for data, confidentiality, immunity, etc. However, the KRX 2 listing joint listing agreement, unlike the instant underwriting agreement, appears to have been entered into between the Chinese Island, the KNX 2’s representative company and the Plaintiff, the KNX 2’s joint listing agreement, and the content of the 2nd listing agreement, which appears to have been entered in the 2nd listing agreement with the Plaintiff in light of the fact that the 2nd listing agreement entered the terms and conditions of the 2nd listing agreement and the 2nd listing agreement.

3) Therefore, the instant disposition on a different premise is unlawful without further review.

E. Bolon

Furthermore, this paper examines ex officio the existence of the requirements for disposition stipulated in the applicable law of this case.

1) Relevant statutes

A) Article 429(1) of the Financial Investment Services and Capital Markets Act provides that “If a person falling under any of the subparagraphs of Article 125(1)(2) falls under any of the following subparagraphs, the Defendant may impose a penalty surcharge not exceeding 3/100 of the amount of public offering or sale written on the relevant registration statement (or two billion won if the amount exceeds two billion won).” Article 429(1)1 of the said Act provides that “If a person subject to the imposition of a penalty surcharge under Article 429(1) falls under any of the following subparagraphs, he/she may impose a penalty surcharge not exceeding three percent of the amount of public offering or sale written on the relevant registration statement (Article 119, 122, or 123).” Article 430(1) of the said Act provides that “When a person subject to the imposition of a penalty surcharge under Article 429(4) makes a false statement or representation of a material fact in the registration statement, or fails to state or indicate it.”

B) Meanwhile, Article 71 subparag. 7 of the Capital Markets Act provides that “investment traders or investment brokers shall not engage in any act falling under any of the following subparagraphs” and Article 71 subparag. 7 of the same Act provides that “any other act that is likely to undermine the protection of investors or sound trade practice, as prescribed by Presidential Decree.” Accordingly, Article 68(5)4(a) of the Enforcement Decree of the Capital Markets Act provides that “any act prescribed by Presidential Decree as prescribed by Article 71 subparag. 7 of the same Act shall be punished by a fine for negligence not exceeding 5 million won against a person who violates Article 71 subparag. 7 of the same Act with respect to underwriting of securities or intermediation of public offering, private placement, or sale” (including a corrective report and accompanying documents under Article 122(1) of the Act). Meanwhile, Article 449 of the Capital Markets Act provides that “any person who violates Article 71 subparag. 7 of the same Act shall be punished by a fine for negligence not exceeding KRW 75,000.”

2) Whether there is a ground for action that constitutes a ground for the disposition of this case

A) The underlying statute of the instant disposition is Article 429(1)1 of the Capital Markets Act. The grounds for the disposition are as seen earlier, “the Plaintiff was grossly negligent in failing to prevent any false description of the material facts stated in the instant registration statement submitted by the Chinese High Island against the Defendant on December 15, 2010,” and “the Plaintiff was grossly negligent in failing to prevent any omission of entry into the important investment risk element, such as the details of the instant registration statement submitted on December 15, 2010 by the Chinese High Island on the instant registration statement submitted on December 15, 2010, such as the Investment Agreement entered into with the Government of Ori-si District, and the requisite budget and financing scheme.”

B) However, in light of the following circumstances, it is reasonable to view that the instant disposition ground cited by the Defendant does not constitute “the time when a false description or indication is made or a material fact is omitted” as stipulated in Article 429(1)1 of the Financial Investment Services and Capital Markets Act.

① Administrative laws and regulations, which serve as the basis for an indive administrative disposition, shall be strictly interpreted and applied, and shall not be excessively expanded or analogically interpreted in the direction unfavorable to the other party to the administrative disposition (see, e.g., Supreme Court Decision 2006Du11590, Sept. 20, 2007).

② Article 429(1)1 of the Financial Investment Services and Capital Markets Act only provides for “a false entry or indication” and “a lack of entry or indication” as a penalty surcharge, and does not provide for an act that does not pay due attention necessary to prevent such act.

③ Rather, Article 449 and Article 71 Subparag. 7 of the Capital Markets Act and Article 68(5)4(a) of the Enforcement Decree of the said Act stipulate that a fine for negligence shall be imposed on “an act of failing to pay due attention for preventing the issuer from making a false description or representation of a material fact in the registration statement and the investment prospectus or omitting to state or represent a material fact.”

④ The Plaintiff’s underwriter, like the Plaintiff, may be the subject of a penalty surcharge under Article 429(1)1 of the Capital Markets Act. However, under Article 119(6) of the said Act and Article 125(1)2(e) of the Enforcement Decree of the said Act, is only the subject of a penalty surcharge imposed only when the underwriter directly makes a false statement or representation of a material fact or fails to state or indicate a material fact.

3) Sub-decisions

Therefore, the instant disposition, based on the premise that the instant disposition is subject to penalty surcharges under Article 429(1)1 of the Capital Markets Act, is unlawful.

3. Conclusion

Therefore, the plaintiff's claim of this case is reasonable, and it is decided as per Disposition by the assent of all participating Justices.

[Attachment]

Judges next to the (Presiding Judge)

(1) The Plaintiff stated the date of disposition as “ October 2, 2013.” However, in light of the description of evidence No. 1, it is reasonable to arrange as above.

2) The following persons shall be liable for damages sustained by any purchaser of securities due to a false description or representation of a material fact in a registration statement (including a corrective registration statement and accompanying documents; hereafter the same shall apply in this Article) and an investment prospectus (including a preliminary investment prospectus and a short-form investment prospectus; hereafter the same shall apply in this Article) or an omission of a material fact therein: Provided, That a person who shall be liable for damages shall not be liable if he/she proves that he/she was unable to know such fact although he/she exercised reasonable care, or that the purchaser of the securities was aware of the fact at the time when he/she made an offer to acquire the securities:

(3) Article 119 (1) (limited to cases where the total amount of public offering or sale price calculated by the method prescribed by Presidential Decree is not less than the amount prescribed by Presidential Decree) may not be filed without filing a registration statement with the Financial Services Commission for the public offering or sale of securities. (1) If an issuer intends to correct any description or representation of a material fact in the registration statement, or any omission of description or representation of a material fact in the registration statement, or if the description or representation of a material fact is likely to undermine the reasonable judgment of investors or seriously mislead investors, he/she may demand the issuer to submit a registration statement stating the reasons therefor by the day preceding the date of subscription for acquisition or purchase of the securities described in the registration statement (hereafter referred to as "correction registration statement" in this Chapter).