The appeal is dismissed.

The costs of appeal are assessed against the Plaintiff.

The grounds of appeal are examined.

Article 409 of the Commercial Act provides that an auditor shall be appointed at a general meeting of shareholders under paragraph (1), and that “no shareholder who holds more than 3/100 of the total number of issued and outstanding shares other than nonvoting shares shall exercise voting rights in the appointment of an auditor under paragraph (1) of this Article.”

In addition, Article 368(1) of the Commercial Act provides that "Except as otherwise provided in this Act or in the articles of incorporation, a resolution of the general meeting of shareholders shall be adopted in the number of a majority of the voting rights of the shareholders present and at least 1/4 of the total number of issued and outstanding

Therefore, in order to appoint an auditor at a general meeting of shareholders, the quorum of “a majority of the voting rights of the shareholders present” should be met, and further, the quorum should be “number of not less than 1/4 of the total number of issued stocks.” Article 371 of the Commercial Act provides for “stocks not included in the total number of issued stocks” under Article 371(1) of the Commercial Act, and does not include “stocks exceeding 3%” under Article 409(2) of the Commercial Act, and Article 409(2) of the Commercial Act provides for “stocks not included in the number of voting rights of the shareholders present at a general meeting of shareholders.”

However, if more than 3% of shares are deemed to be included in the “total number of issued shares” under Article 368(1) of the Commercial Act, if one shareholder owns more than 78% of the total number of issued shares, it would be impossible at least 3% of the total number of issued shares if the number of more than 3% shares exceeds 75% of the total number of issued shares, it would be impossible at least 1/4 of the total number of issued shares under Article 368(1) of the Commercial Act. This result is inconsistent with the basic position of the Commercial Act, which provides for an auditor as a necessary permanent institution for a corporation

Therefore, it is true.