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Reasons
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(영문) 서울남부지방법원 2014.04.11 2013가합106643
불성실공시법인 지정 등
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1. The plaintiff's claim is dismissed.

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

Reasons

1. Basic facts

A. The Plaintiff’s relationship 1) The Plaintiff is a corporation with the objective of manufacturing and selling electronic accounting organizations, related products, and their application systems, which is listed on the KOSDAQ market on July 11, 2007. The Defendant is a corporation that performs the business of opening and operating the KOSDAQ and the derivatives market, and the business of listing securities (hereinafter “Capital Markets Act”).

2) The Plaintiff is the largest shareholder of the Plaintiff who owns 7,934,097 shares equivalent to 17.25% of the Plaintiff’s issued shares, and C is one controlling shareholder and one internal director of the Plaintiff who owns 100% of the B’s shares.

B. C’s management right transfer contract and disclosure report 1) C is a stock company D (hereinafter “D”) on June 14, 2013.

A) The Plaintiff’s common shares owned by B and the Plaintiff’s rights and obligations incidental to the Plaintiff’s management rights and management rights are transferred, and the Plaintiff is entitled to receive KRW 6.5 billion with transfer proceeds (hereinafter “instant management rights transfer agreement”).

The key contents of this Agreement are as follows. The purpose of this Agreement is to transfer the transferor’s shares and the right of management of the company (Plaintiff) owned by the transferor to the transferee through due process of law through the transferor’s transfer to the transferee (D and one other) and to determine all matters related to the transferee’s acceptance. Article 2 (Subject-Matter of Trade Agreement)

1. All rights and obligations dependent on the management and right of management of the company;

2. Article 3 (Sales Price, Payment Schedule, and Performance Conditions) (500,000 won per face value) of the common shares of a company which is owned by the transferor.

1. Sales amount: The sales amount of a company’s managerial right and stocks (ordinary share price of one million won) shall be 6.5 billion won;

2. Contract deposit: On June 17, 2013, the transferee shall conduct a daily inspection at the same time as this contract is concluded.

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