The judgment below is reversed and the case is remanded to Seoul High Court.

The grounds of appeal are examined (to the extent of supplement in case of supplemental appellate briefs not timely filed).

1. Case summary and key issue

A. The case summary 1) The Plaintiff is a stock company B (the changed trade name is a stock company C and hereinafter “B”) established for the purpose of research and development of cell therapy from March 28, 2005 to August 16, 2012.

(B) Around December 31, 2009, the Plaintiff served as the representative director. In addition, the Plaintiff is the Plaintiff Company F (hereinafter “F”) that is the largest shareholder who owns approximately KRW 7.4% of the shares in B.

(2) On December 28, 2009, B decided to issue bonds with warrants (hereinafter “instant bonds with warrants”) with the total face value of eight billion won at the board of directors. In the column for the matters concerning the preemptive rights publicly announced to the Korea Exchange at the time, the period for exercising the rights was stated as “the date of commencement, December 29, 2010, November 29, 2012,” and the other party to the sale as “the Plaintiff (4 billion won)” respectively.

3) B issued the instant bonds with warrants on December 29, 2009, and on the same day, D Co., Ltd. (hereinafter “D”).

On the 30th of the same month immediately following the day, E Co., Ltd. (hereinafter referred to as “E”) by separating preemptive rights.

(1) On December 30, 2009, the Plaintiff sold the instant preemptive right at KRW 4 billion (hereinafter “instant preemptive right”) from E on December 30, 2009.

(4) On March 23, 2012, 2012, B purchased KRW 160 million as KRW 100 million. B was designated as a management issue on the grounds that “business losses for the latest four business years” were incurred, and the possibility of delisting was so high that the share price has fallen alternatively.

5 The exercising price per stock of B preemptive rights was adjusted to KRW 1,116 on December 28, 2009, the issue date of which falls on the ground of stock price decline, KRW 1,067 on September 29, 2010, KRW 814 on December 29, 2010, KRW 773 on August 17, 2012, respectively, at the lower price on several occasions, and accordingly, the instant price was adjusted accordingly.