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1. The instant lawsuit shall be dismissed.
2. The costs of lawsuit shall be borne by the Plaintiff.
Reasons
1. Basic facts
A. The plaintiff is the defendant's shareholder.
On May 2, 2011, the defendant's shares were 30,000 shares, which were owned by the plaintiff 9,90 shares, E 10,50 shares, and F 9,60 shares.
B. On May 2, 2011, the Defendant held a temporary general meeting of shareholders and resolved to change the total number of shares to be issued by a company under its articles of incorporation to 1,00,000 shares.
On May 2, 2011, the defendant held a board of directors and resolved to issue convertible bonds in order to expand the business of the defendant company as follows:
3. Total amount of bonds issued: 1,500,000 won;
4. Conditions for issuing bonds;
(a) Issue price: 100% of the face value of each bond;
(e) Maturity: November 2, 2011 (six months from the date of issuance);
9.The rights to conversion of this bond with respect to conversion may, at the request of the holder of this bond, be converted to the Defendant's registered common shares, subject to the following conditions:
(1) Conditions of conversion;
(a) Conversion ratio: 100% of the issued face value;
(b) Conversion value: The types of shares to be issued according to the conversion of one share per share on 10,000 won at par value: common shares registered with the defendant;
C. On May 2, 2011, the Plaintiff and E were allocated the Defendant’s shares, and the Plaintiff acquired each convertible bond amounting to KRW 495 million at par value, KRW 525 million at face value, and KRW 525 million at face value.
F did not subscribe to convertible bonds. On May 2, 201, the Defendant issued convertible bonds to C and D on May 2, 201, and the Defendant subscribed each convertible bond with C's face value of KRW 252 billion and D' face value of KRW 228 million.
In relation to each of the above convertible bonds, the Plaintiff, E, C, and D filed a claim for conversion on May 13, 201, and the Plaintiff acquired shares of 49,500 shares, E, 52,50 shares, C, 25,200 shares, and D, 22,80 shares.
Article 22 (Issuance of Convertible Bonds) (1) A company may issue convertible bonds to a person other than a shareholder in any of the following cases within the extent that the total face value of the bonds does not exceed four times the net asset value existing on the final balance sheet:
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