Non-Party 1, Co., Ltd. (Law Firm Gyeong & Yang, Attorneys Park Dong-dae et al., Counsel for the plaintiff-appellant)

The administrator index of the international commercial company (Law Firm Sejong, Attorneys Jin-ho et al., Counsel for the defendant-appellant)

Leewon-won Co., Ltd. (Law Firm Kim & Lee, Attorneys Kim Jong-soo et al., Counsel for the defendant-appellant

Changwon District Court Order 98Ma102 dated July 18, 2006

1. All of the instant appeals are dismissed.

2. The costs of appeal shall be borne by the appellant.

The decision of the first instance shall be revoked, and a new trial shall be sought.

1. Basic facts

According to the records of this case, the following facts are recognized.

(a) Commencement, etc. of company reorganization procedures for international companies;

(1) The International Commercial Code (hereinafter “Adjustment Company”) was established on December 21, 1949, and on November 15, 1973, a listed company that made public the shares was mainly engaged in the brand business (propex, Arabic, prox, etc.), trade business, real estate rental business, etc., and was an international group’s main history, and was designated as a company subject to industrial rationalization on September 22, 1986 and was incorporated as one group’s affiliates from the time when the management right was acquired.

D. The reorganization company suffered difficulties due to the salivation of the new launch industry, the failure of new investment in semiconductor projects, and the increase in financial costs due to excessive loans. On January 30, 1999, the company was decided to authorize the reorganization plan on March 8, 200. The reorganization company's total assets as of January 31, 199 were KRW 44.9 billion and liabilities were KRW 710.3 billion, and the total liabilities of the reorganization company exceeded the total assets at the time of approval of the reorganization plan.

Article 26(1) of the Act on the Protection of Reorganization Programs, authorized on March 8, 200, shall be as follows:

㈎ 채무변제에 관하여, 정리채권 및 정리담보권을 4년 거치, 6년 분할 상환하되, 정리채권액 중의 일부에 대한 변제는 출자전환에 의한 신주발행 또는 전환사채의 발행으로 하도록 한다(정리계획 제3장).

㈏ 주주의 권리변경에 관하여는, 정리계획안에서 정한 채권변제가 종료될 때까지 주주에 대하여 이익배당을 하지 않고, 회사정리절차 진행 중에는 주주총회를 개최하지 않으며, 의결권을 행사할 수 없도록 하는 한편(정리계획 제10장 제1절), 정리회사가 이미 발행한 주식 23,441,901주 중 대주주인 한일합섬이 가진 4,337,963주는 전부 무상소각하고(정리계획 제10장 제2절 제1항), 나머지 주식은 10:1의 비율로 주식병합을 하는 방법으로 자본감소를 한다(정리계획 제10장 제2절 제2항).

㈐ 신주발행에 관하여는, 상법이 정한 정리회사의 수권주식 4,000만주의 범위 내에서 관리인이 법원의 허가를 얻어 발행하되, 신주를 인수할 자, 신주의 배정방법, 발행가액과 납입기일은 법원의 허가를 얻어 관리인이 정하도록 한다(정리계획 제10장 제3절).

㈑ 정리절차기간 중 정관변경의 필요가 있을 때에는 관리인이 법원의 허가를 받아 변경하도록 한다(정리계획 제12장).

(b) Acquisition of shares in Ireland Development Co., Ltd. as appellant;

(1) On September 200, according to the debt-to-equity swap provision as seen earlier, shares issued by the reorganization company were issued to creditors such as our bank, and the shares issued by the reorganization company were mainly increased by 1,9420,000.

B. On November 13, 2002, 2000, 2000, 2000,000 won was awarded in the course of selling the shares of the reorganization company held by the Korean bank in the course of selling the reorganization claim, the shares of the reorganization company held by the reorganization company, the shares of the reorganization company, the shares of which are held by the liquidation company and convertible bonds in accordance with the foregoing conversion into shares under the above conversion into equity, and the shares of the reorganization company, the shares of 240,000, and the shares of 71.16,259 billion won in the face value of the convertible bonds, and the shares of the reorganization company held by 50,000,000 won in the course of selling the open competitive bidding for the shares and convertible bonds of the reorganization company.

Article 406,490, 541,134 shares of the reorganizing company between October 15, 2002 and October 25, 2002, and 614,680 shares, 30, 301,092 shares of the reorganizing company between October 29, 2002 and November 4, 2002, by acquiring 2,653 shares of the issuing company as of November 13, 2002 by acquiring 1,021,170 shares (3.25%),842,26, and 26 shares (26% of the total number of shares issued) of the issuing company as of November 13, 202.

And thereafter, the appellant is the largest shareholder of the reorganization company, holding 15,432,110 shares (49.06% of the total number of shares issued) of the reorganization company as of July 3, 2006, by acquiring all shares of the reorganization company held by Eel ELI, Inc., the affiliate company, and the appellant is the largest shareholder of the reorganization company holding 15,432,110 shares (49.06% of the total number of shares issued). If the appellant is combined with shares held by the company and shares held by Eeland Systems Business Co., Ltd., the specially related party, the total number of shares of 843,966 shares (2.68% of the total number of shares issued) is 16,276,076 shares, which are 51.74% of the total number of shares issued, and the ratio of the above number of shares is 93% of the shares issued.

(c) Current status of reorganization companies;

(1) The liquidation company uses some of the 4th underground floor in Yongsan-gu, Yongsan-gu, Seoul and the 28th floor above as its head office and leases the remainder of the 28th floor above. The Yongsan-gu office had sold the 110 billion won by up to 2002 under the reorganization plan and appropriated for redemption of securities (Section 2 of Chapter 6 under the reorganization plan) but the manager of the reorganization company (hereinafter referred to as the "manager") determined that the 2001 sales of Yongsan-gu office was 24.1 billion won in the 2001 sales of Yongsan-gu office, 16.2 billion won in the operating income, 26.4 billion won in the 2002 sales income, 18.1 billion won in the operating income, and 8.3 billion won in the 2000,000,000 won in the 201.26.4 billion won in the 206.6.4 billion won in the 206.

Luxembourg's 202 gross sales amounting to approximately KRW 232.2 billion, and operating income amounting to approximately KRW 47.6 billion. Among them, the rental income amounting to KRW 10.3% of total sales amount and KRW 34.4% of total operating income amount. The gross sales amount in 2003 of the reorganizing company constituted approximately KRW 2,08.9 billion, and KRW 42.4 billion of operating income amount. Among them, rental income amounting to KRW 12.4% of total sales amount and KRW 43.3% of total operating income amount. Of them, rental income amounting to approximately KRW 19.7 billion of total sales amount and KRW 34.7 billion of total operating income amount. Of them, rental income amounting to KRW 13.6% of total sales amount and KRW 5.9% of total operating income amount.

Article 22(1) of the Act provides that the assets exceed liabilities due to capital reduction, debt-equity swap, etc.

(d) Promotion and suspension of M&A to the reorganization company;

(1) On September 2002 to October 10 of the same year, the administrator of the reorganization company, upon the permission of the reorganization court, promoted M&A to the reorganization company from around 2002. On September 2002, the administrator of the reorganization company submitted a proposal to the effect that "I will promote the completion of reorganization proceedings of the reorganization company by using the surplus funds held by the reorganization company without any additional financing for the reorganization company, which is achieved in excess of operating income, as the appellant is a controlling shareholder of the capacity of the reorganization company, and against M&A of the reorganization company."

B. On October 30, 2002, the administrator of Luxembourg filed an application for change of articles of incorporation to establish a provision that the number of authorized capital stock of the reorganization company shall be increased from 40 million to 80 million shares in the liquidation court, and when the company distributes all new stock shares following the acquisition of the company by M&A to a person who will acquire the company by M&A, the administrator shall file an application for change of articles of incorporation to establish a new provision that the new stock may be allocated to any person other than the shareholder, and completed the change of the content that the reorganization court's authorized stock shall be changed from 1 October 31, 2002 to 80 million shares in the liquidation company on November 14, 2002.

(1) On November 15, 2002, the management officer appointed M&A’s company and legal counsel on January 28, 2003, and made a public announcement of the sale of the company on January 28, 2003, and followed the procedures such as the receipt of investment intent, the report of inspection, and the distribution of Data Pata Patship, and the receipt of the first investment proposal, and then the amendment of the above articles of incorporation becomes an issue. On January 31, 2003, the reorganization court applied for the amendment of the reorganization plan containing the same contents of the amended articles of incorporation as above in the reorganization court. The reorganization court made a decision to revise the reorganization plan without undergoing the meeting of interested parties or security holders, and shareholders on April 9, 2003, the reorganization court did not proceed with the procedure of selecting the transferee candidate [this corporation and E&A’s company, E&A’s Intervenor, etc.] on April 9, 2003.

x) Lee Han-ro, Inc. filed an immediate appeal against the amendment of the above reorganization plan with the Busan High Court Decision 2003Ra37, Feb. 15, 2003. The Busan High Court rendered a decision that the implementation of the reorganization plan corresponding to the changed part by the amendment of the reorganization plan as of Feb. 15, 2003 (the same court Order 2003Kaga41, Apr. 30, 2003) shall be suspended until the decision of the above immediate appeal case was made, and on June 4, 2004, rendered a decision that "the above case shall be revoked, and remanded to the reorganization court."

(v) A receiver filed a special appeal against the above decision by the Supreme Court Decision 2004Ga84, which held that on June 15, 2005, the Supreme Court's decision that "if a change in the reorganization plan, the expansion of authorized capital, etc., has a substantial unfavorable effect on the shareholders, the holding of an assembly of related persons and the resolution by the stockholders' association is justifiable, and it is apparent that the original reorganization plan in this case does not take into account the progress and termination of the reorganization proceedings by a third party's acquisition and merger, while the decision to revise the reorganization plan in February 15, 2003, takes into account the completion of the reorganization proceedings by a third party's acquisition and merger, is the content of the amendment to the reorganization plan for this purpose. Accordingly, the overall amendment of the reorganization plan results in the change of the basic purpose of the reorganization plan." Thus, the Court's decision to amend the reorganization plan alone cannot be permitted."

(e) Management of M&A procedures for the reorganization company;

(1) On November 30, 2005, the appellant filed an application for revision of the reorganization plan with the main contents of raising 400 billion won for new funds through capital increase with consideration of shareholders and the issuance of bonds, but the reorganization court rejected this on January 26, 2006, and then withdrawn on July 31, 2006.

After the decision of the above Supreme Court, Luxembourg held the meeting of interested parties to increase the number of shares necessary for the procedure of M&A and held the resolution. On January 26, 2006, M&A procedure of this case was resumed with the permission of the reorganization court on the opening of M&A procedure, and on April 3, 2006, the final acceptance proposal was submitted from the company that was already selected as a candidate for acquisition. As a result, 850 billion won was selected by the supplementary participant participating in the bidding to the reorganization company as a person eligible for preferential negotiations. The administrator entered into the agreement with the supplementary participant on April 14, 2006, and entered into this agreement with the supplementary participant on May 26, 2006.

On June 16, 2006, the administrator submitted the revised plan to the reorganization court, the main contents of which are M&A (the same as the terms of the investment contract entered into with the supplementary intervenor), and submitted the revised plan to the reorganization court on June 30, 2006, which changed the repayment method of the principal obligation to the security holder.

x) On June 19, 2006, the appellant filed an application for revision of the reorganization plan, the main contents of which are to raise the new funds of KRW 400 billion through the old shareholders’ capital increase with capital increase. The reorganization court rejected the above application on June 30, 2006 on the ground that the reorganization company conducted M&A procedures and there is no need to modify the reorganization plan separately, and the appellant did not raise any special objection against this.

(v) On July 3, 2006, the Court held a meeting of interested parties in order to review the draft revision of the reorganization plan submitted by the administrator. The above meeting was repealed by Article 2 of the Addenda to the Debtor Rehabilitation and Bankruptcy Act (Act No. 7428 of March 31, 2005, and Article 3 of the Addenda to the above Act (Act No. 7428 of March 31, 2005), and the reorganization security holder under the former Company Reorganization Act (Act No. 3 of the above Addenda to the Company Reorganization Act) has obtained the consent of 100% of the total amount of voting rights. The reorganization creditor's consent in Article 7,778,785,437 of the total amount of voting rights was 97.86% of the total amount of 78,778,785,826,534 won, which was 97.6% of the total amount of voting rights, but the shareholder did not obtain the consent of the majority of the voting rights requirements.

⑹ 이에 정리법원은 별지 기재와 같이 주주를 위하여 권리보호조항을 정하고, 관리인이 제출한 변경계획안을 인가하였다.

2. Summary of reasons for appeal;

A. The appellant's assertion

As to the decision of approval of the reorganization plan of this case, the appellant company revised the original reorganization plan without any inevitable reason or modification, and thus, it violates Article 270 (1) of the Company Reorganization Act, and (2) the appellant company is to raise new funds sufficient for the implementation of the reorganization plan through the old shareholders' capital increase, and submitted the revised plan to the previous shareholders. Thus, the amendment plan of this case, which only causes a change in management rights within the reorganization procedure, infringes upon shareholders' rights of the appellant beyond the purpose and limit of the Company Reorganization Act, and (3) the reorganization court, while proceeding with the Supreme Court Decision 2004Da84, is in fact giving 20,000 won of the previous acquiring candidates, violates the fairness and fairness of the procedure, and (4) the amendment plan of this case and the amendment plan of the reorganization plan of this case are more favorable to all interested parties, and thus, it is unlawful for the court to establish the amendment plan of this case to the effect that the amendment plan of this case is unlawful in the protection of rights.

B. Appellant 2

With respect to the decision to approve the revised reorganization plan of this case, the appellant 2 asserts that the revised reorganization plan of this case is unlawful because, although there is no unavoidable reason or need to modify it, Article 270 (1) of the Company Reorganization Act is in violation of Article 270 (1) of the Company Reorganization Act, <2> it infringes on the rights of shareholders;3) it was authorized by establishing the protection clause of rights even though the requirements for compulsory approval are not satisfied; and4) The protection clause of this case asserts

3. Determination

A. Judgment on the assertion of violation of Article 270(1) of the Company Reorganization Act

The appellant asserts that the original reorganization plan for the reorganization company has the effect of changing rights and losing rights through the resolution of the meeting of interested persons and the approval of the court, and that the plan has already been implemented based on it, in principle, cannot be changed, and that the original reorganization plan may be changed only when it is necessary to change the matters specified in the plan due to unavoidable reasons after the decision of approval was made. The decision of modification in this case is in violation of this provision.

(4) If it is necessary to modify the matters stipulated in the plan due to unavoidable reasons after the decision for the approval of the reorganization plan, the court may modify the plan by the application of the receiver, company, or reported reorganization creditors, security holders, or shareholders. Here, it is interpreted that the unavoidable reason here means the situation under which the current plan would have been established, such as rapid change of the economic situation, the revision of the Act, and the cancellation of the authorization and permission necessary for the implementation of the reorganization plan, and the need to modify the total amount of the 40 billion operating income of the company. It is difficult to adjust the total amount of the 200 billion operating income of the company, as it appears that it would have become impossible or considerably difficult to implement the reorganization plan, and it is difficult to adjust the 40 billion operating income of the company, as it appears that the total amount of the 40 billion operating income of the company would have been reduced by 19 billion won for the first 193 billion operating income of the company.

B. Determination on the assertion of infringement of shareholder rights

(1) Judgment on the argument of the appellant

Although there is an inevitable reason or necessity to revise the original reorganization plan, the appellant asserts that, if there is a controlling shareholder who is capable of leading the company after the completion of reorganization proceedings and the shareholder who acquired the shares converted into investment and is not responsible for the insolvency of the reorganization company, if he/she has the intent to pay the company the total amount of the obligations of the reorganization company, M&A of the reorganization company cannot be promoted.

On November 30, 2005, the appellant company filed an application for revision to the reorganization plan, the main contents of which are raising 400 billion won through the old shareholders' capital increase with capital increase and the issuance of new bonds. On June 19, 2006, the appellant filed an application for revision to the reorganization plan with the main contents of raising 400 billion won through the old shareholders' capital increase, in response to the submission of the reorganization plan, and the fact that the appellant company is a major shareholder who is not responsible for the insolvency of the reorganization company. However, on September 6, 2002, the appellant company failed to make an application for revision to raise 40 billion won through the old shareholders' capital increase and the issuance of new bonds, which are the core assets owned by the reorganization company. In light of the above facts, the appellant company cannot be concluded to have a more early reorganization company's capital increase than that of the reorganization company.

Even if a domestic company is a competent controlling shareholder, in light of the fact that the application of Article 418 of the Commercial Act guaranteeing shareholder's preemptive right to new shares is excluded in the case of issuing new shares pursuant to the reorganization plan under Article 255 (2) of the Company Reorganization Act, and that there is no ground to protect the majority of the total shares of the reorganization company in comparison with other shares because it is a stock converted into investment or a stock not responsible for the insolvency of the reorganization company, the preemptive right to new shares cannot be acknowledged to the majority shareholder as a matter of course. Thus, the reorganization court's approval of the reorganization plan of this case cannot be deemed unlawful because it did not change the corporate governance of the reorganization company, but because it is necessary for the reorganization court to revise the original reorganization plan for unavoidable reasons such as reduction of operating income of the reorganization company, impossibility of repayment of obligations, etc. Therefore, even if the controlling shareholder of the reorganization company is changed as a result, the above assertion cannot be justified.

Judgment on the argument by Doz. 2

In addition to the total number of shares issued at present 31,454,759 shares of the reorganization company, the appellant 2 asserts that the shares of all existing shareholders shall be reduced from 100% to 26%, and that these shares shall be reduced from 100% to 26%. However, according to the revised plan of this case, the shares of existing shareholders shall be reduced if the supplementary intervenor accepts new shares in accordance with the revised plan of this case, although the shares of existing shareholders are reduced, the shares of existing shareholders shall be increased, and the liquidation value of the reorganization company corresponding to the shares of existing shareholders shall be maintained as it is, as the liquidation value of the reorganization company corresponding to the shares of existing shareholders shall be maintained.

C. Determination on the assertion of violation of M&A procedure

The appellant asserts that M&A procedure for the reorganization company was disqualified by the above Busan High Court Order 2003Ra37 and Supreme Court Order 2004Da84 Decided the reorganization company, and that giving priority to two acquired candidates selected by the reorganization court through the illegal procedure cannot be allowed against the fairness of the procedure.

According to the above facts, the summary of the Busan High Court Order 2003Ra37 and the Supreme Court Order 2004Da84 is not illegal, but the whole M&A procedure of this case is not illegal. The alteration of the original reorganization plan which does not consider the progress and completion of the reorganization proceedings due to the acquisition by and merger with a third party must follow the revision procedure of the reorganization plan as stipulated in Article 270 of the Company Reorganization Act. The reorganization court has suspended the M&A procedure in accordance with the Busan High Court Order 2003Kala41 and conducted subsequent procedures. Thus, it does not violate the fairness of M&A procedure. Rather, the appellant's appeal company is transparent and reasonable since the receiver entered into the reorganization agreement with the intervenor selected as the priority bidder in the M&A procedure of this case with the approval of the reorganization court, and the amendment of the above basic principles of the M&A plan should not be adopted even after the completion of the reorganization plan.

D. Determination on the assertion of violation of treatment methods against multiple plans

The appellant company, as well as the receiver, grants the right to submit the reorganization plan to the interested parties such as creditors and shareholders, and the appellant company filed an application for the revision plan to the reorganization plan to the reorganization court on June 19, 2006. In this case, the reorganization court argues that the rejection of the appellant's application without going through such procedure is illegal, even though the receiver should refer the reorganization plan and the revised reorganization plan submitted by the appellant to the meeting of interested persons, and it is unlawful to refer only the reorganization plan of this case submitted by the receiver to the deliberation and resolution of the meeting of interested persons.

However, even if the decision of the reorganization court is unlawful as seen earlier, it should be disputed with a special appeal against the decision of the reorganization court under the conditions as prescribed by the law. However, if the appellant did not make a special appeal against the decision, the appeal can no longer be raised as long as the decision becomes final and conclusive due to the failure of the appellant to make a special appeal against the decision, and the legality of the decision of the reorganization plan of this case is not affected by the legitimacy of the decision (in addition, the appeal against the approval decision of the reorganization plan of this case is based on the issue of fairness, fairness, etc. as to the reorganization plan of this case, and the appeal against the rejection decision of the reorganization plan of this case includes the exclusion of the plan submitted by the appellant due to the reasons for fairness, fairness, fairness, etc., is against the purport of the Company Reorganization Act, which recognizes only a special appeal against the rejection decision as the method of objection against the rejection decision of this case). Therefore, the above assertion is without merit.

E. Determination as to the assertion that compulsory authorization is illegal

(1) Judgment on the argument of the appellant

The appellant asserts that even if the reorganization plan of this case, which is based on the premise of M&A, is rejected, it is illegal to establish a protection clause for rights and authorize the modification plan of this case, even though there are no circumstances to decide to abolish the reorganization procedure or declare bankruptcy, even though the reorganization court did not have any circumstances to declare the abolition of the reorganization procedure, it is illegal to authorize the modification plan of this case by establishing the protection clause for rights.

(5) Article 270(2) of the Company Reorganization Act provides, “If any change in the reorganization program is deemed to have an adverse effect on the reorganization creditors, security holders, or stockholders upon the application of the receiver, company, or reported reorganization creditors, security holders, or stockholders, the provisions regarding the procedure shall apply mutatis mutandis to the submission of the reorganization program.” Article 234(1) of the same Act provides, “ Even if there is any change in the reorganization program without the consent of those holding the legal amount or number or more voting rights at the meeting of interested persons, the court may decide to approve the reorganization program for the reorganization creditors, security holders, or stockholders of the reorganization program, with a provision to protect the rights of the reorganization creditors, security holders, or stockholders of the reorganization program in excess of the existing reorganization plan.” Thus, even if there is a change in the reorganization program, the court may decide to allow the reorganization plan more than 0% of the new reorganization plan, which would have been presented at the time of the change in the reorganization program, by setting the new reorganization plan to the extent of 0% of the new reorganization plan.

Judgment on the argument by Doz. 2

The appellant 2 asserts to the effect that the instant modified plan was unlawful to authorize the instant modified plan by setting a provision on the protection of rights of the shareholders in the instant case, despite the fact that the reorganization creditor and security holder did not need to participate in the meeting of interested persons, since the reorganization creditor and security holder did not have to participate in the meeting of interested persons, the reorganization creditor and security holder did not have to obtain the consent of all stockholders who are the only group of interested parties, and thus, the reorganization court determined a provision on the protection of rights of the shareholders and approved the instant modified plan.

However, the phrase "unfair impacts" under Article 270 (2) of the Company Reorganization Act refers to cases where the rights or status of the interested parties with respect to the debtor are reduced in quality, quantity, or unstable compared to the original reorganization plan. However, as long as in the revised plan of this case, although the principal and interest with respect to the reorganization claim were required to be repaid in full without discount, but the whole interest accrued after the due date and the due date were to be exempted from the payment due date, this is deemed to be disadvantageous changes to the reorganization creditor. In light of the fact that the reorganization security holder has the benefit of the due date, it cannot be deemed to have advantage to the reorganization security holder, so the above assertion is without merit.

F. Determination on the assertion that the protection clause does not reflect a fair price

(i)Criteria for the establishment of a right assistance clause

Article 234(1) of the Company Reorganization Act, which provides that when the court approves a reorganization program ex officio without the consent of a majority of the proposed amendments, each of the items of Article 234(1) of the Company Reorganization Act provides that the substantial value of rights shall be guaranteed to the right holders who have agreed to the proposed reorganization program, so it shall be at least guaranteed liquidation value of the company's property in order to prevent damage to the essential substance of property rights. The liquidation value at that time refers to the disposal value at the cost of separate disposal of the company's property in the event of dissolution or extinction of the company through bankruptcy. In this regard, the Company Reorganization Act provides that "where a fair market has been formed for the transaction of the property, sale shall be at a price higher than the fair market price determined by the court (Article 234(1)2), but it is difficult to accurately calculate the value of the company's property at the market price on the premise of its best use, and thus, it shall be calculated based on the average balance sheet of the company's property at the time of dissolution or dissolution."

D. Action by Court of Arbitration

(4) The liquidation court shall determine 9 billion won per share of 25 billion won or less, 15 billion won or less, 15.2 billion won or 14.8 billion won per share of 40 billion won or less, and shall apply 8.61% of the discount rate to consider the future period based on the report of the Korea-U.S. Accounting Corporation (1. 31. 4. 4 billion won or less; 4. 5 billion won or less per share of 1. 5 billion won or less; 4. 5 billion won or less per share of 1. 5 billion won or less; 4. 5 billion won or less per share of 1.4 billion won or less per share of 5 billion won or less; 5 billion won or less per share of 1.4 billion won or less per share of 5 billion won or less per share of 4 billion won or less per share of 5 billion won or less per share of 1. 5 billion won or more per share of 4 billion won or less per share of 5 billion won (1. 27 billion won or more per share

【Claim and Judgment】

The appellant asserts that the protection clause of this case is unlawful not only because it is based on the liquidation value which is not the value of a continuous company, but also on the basis of the report of the Korea-U.S. Accounting Corporation, the Korea Appraisal Board, the sales growth rate of the reorganization company, the sales growth rate of the rental business of the Yongsan-si, and the sales growth rate of brand business, and the standard index intentionally and lowly assessed the value of the real estate owned by the reorganization company.

However, it cannot be concluded that the result of the appraisal conducted by the appellant company on a private basis with the permission of the reorganization court only with the result of the appraisal conducted by the Flag appraisal corporation and the two appraisal corporations, and there is no other evidence to acknowledge that the appraisal conducted by the Korea Appraisal Board unfairly lower the value of real estate. This part of the appellant's assertion is without merit, solely on the ground that the ratio of the brand business sales and growth rate of the liquidation company was lower than the producer price index increase rate as of 2005, and that the sales and growth rate was lower than the evaluation of the Nagjin Accounting Corporation selected by the supplementary intervenor, it cannot be concluded that the standard index necessary for calculating the continued business value of the liquidation company assessed by the Han Young Accounting Corporation was objectively lower, and there is no other evidence to acknowledge it, and rather, there is no other evidence to acknowledge it. Rather, as seen earlier, the liquidation court set forth a provision on the protection of rights to shareholders by calculating the continuous business value of the liquidation company

4. Conclusion

Therefore, the decision of the court of first instance that determined the protection clause as shown in the attached Form and approved the modification plan of the reorganization plan of this case is justifiable, and the appeal of this case is without merit, and it is dismissed in entirety and it is so decided as per Disposition

Judges Park Jong-nam (Presiding Judge)

1) On November 20, 2002, Eel Round Co., Ltd. filed a special complaint under the Supreme Court Decision 2003Da38 on November 20, 200, but withdrawn on June 7, 2004.

Note 2) The acquisition price of new shares is KRW 450.1 billion and annual interest rate of KRW 6%, and the acquisition price of non-guaranteed corporate bonds with maturity of 3 years, KRW 404.99 billion.5 million.

Note 3) In light of the fact that the appellant filed an application for modification of the reorganization plan on November 30, 2005 and June 19, 2006, the appellant is also deemed to have recognized the inevitable reasons or necessity for modification of the reorganization plan.

4) The gist of the above assertion is that the rate of 4% specified in the revised plan is lower than 5%, which is the statutory interest rate under the Civil Act, and that is lower than 5.08% of the national treasury bonds interest rate of 3 years maturity, which is the basis of the market interest rate, ultimately favorable to the security holders, and that the reorganization creditors are the same as security holders, inasmuch as the reorganization creditors did not make a discount on the part of the reorganization creditors after the commencement of the due date

5) From among reorganization creditors, 2.14% of the reorganization creditors cannot be regarded as favorable to the reorganization creditors in light of the opposition.

Note 6) The receiver requests an assessment to the Korea Appraisal Board with the permission of the reorganization court.