Plaintiff 1 and two others (Attorneys Han Young-soo et al., Counsel for the plaintiff-appellant)

Defendant 1 and one other (Attorney Cho Jae-soo, Counsel for the defendant-appellant)

December 26, 2007

Seoul Eastern District Court Decision 2005Ka34767 Decided April 11, 2006

1.In accordance with changes in claims in the trial:

A. Ascertainment that the consolidation on June 9, 1989 by Defendant 1 Co., Ltd. (○○○ Distribution of the Supreme Court Decision) is null and void; and

B. The plaintiff 1 confirmed that he is each shareholder of 2,100 share shares issued by the defendant 1 corporation (an amount of 1,000 share per share), 2,575 share shares issued by the defendant 1 corporation (an amount of 1,000 share per share) representing each share stated in paragraph (2) of the attached list, and the plaintiff 3 is the shareholder of 16,00 share shares issued by the defendant 1 corporation (an amount of 1,000 share per share) representing each share stated in paragraph (3) of the attached list.

C. As to the share shares 2,100 shares issued by Defendant 1 Co., Ltd. (the par value 1,000 shares per share) for which each share certificate listed in paragraph (1) of the attached Table No. 1 is given to Plaintiff 1, Defendant 1, as to the share shares 2,575 shares (the par value per share) issued by Defendant 1 Co., Ltd. (the par value 1,000 won per share) for which each share certificate listed in paragraph (2) of the attached Table No. 2 of the same Table is given to Plaintiff 2, each transfer procedure will be implemented with respect to the share shares 16,00 shares issued by Defendant 1 Co., Ltd. (the par value 1,00 won per share) for which each

2. The total costs of the lawsuit are borne by the Defendants.

In the first instance judgment and the second instance judgment, the first instance judgment and the first instance judgment were revoked, and the first instance judgment were confirmed as follows: (a) Plaintiff 1 was the 210 share shares issued by Defendant 1 Company; (b) Plaintiff 2 was the 257.5 share shares; and (c) Plaintiff 3 was the 1,600 share shares; and (b) Defendant 1 was the 210 share shares; (c) Defendant 2 was the 257.5 share shares issued by Defendant 1 Company were the 257.5 share shares; and (d) each transfer registration procedure was implemented against Plaintiff 3 with respect to the 1,600 share shares (the Plaintiff added the 1-A, (b) and (c) share shares issued by Defendant 1 Company to the 1 Company as the primary claim).

1. Basic facts

The following facts are not disputed between the parties, or evidence 1 through 3, evidence 2, evidence 3-1 to 21, evidence 4-1 to 37, evidence 5-1 to 60, evidence 7, evidence 11, evidence 13, evidence 15, evidence 16, evidence 18, evidence 22-1 to 3, evidence 6-1 to 4-2, evidence 5-1 to 6-1, evidence 5-2, evidence 6-1 to 5-2, evidence 6-1 to 3, evidence 5-1 to 6-2, evidence 5-1 to 5-2, evidence 6-1 to 5-1, evidence 6-1 to 5-2, evidence 6-1 to 5-2, evidence 1 to 5-1 to 6-1, evidence 28, evidence 30, evidence 38, evidence 39, evidence 43, evidence 45-1 to 4, evidence 5-1

(a) Establishment of Defendant 1 Stock Company and issuance of stock certificates;

(1) Defendant 1 Company (the wife was “Nonindicted 7 Company,” whose trade name was “Nonindicted 8 Company,” and around April 20, 1980, “Nonindicted 9 Company,” “Nonindicted 10 Company,” “Nonindicted 10 Company,” “as of August 2, 1982,” and “as of March 18, 1985,” “Defendant Company, regardless of its trade name,” was changed to the trade name as of March 10, 1976, for the purpose of running real estate leasing business, business on consignment, etc. (the Defendant Company changed to the total amount of capital for public interest on April 8, 1983, including market management and management business, real estate sale and lease business, and management service business).

(2) On April 7, 1978, the Defendant Company increased the total amount of capital of KRW 73,500,000, and registered the total number of outstanding shares to 73,500 shares (the amount of KRW 1,000 per share; hereinafter “former shares”) and issued one share certificate (the amount of KRW 1,000), 10 share certificates (the amount of KRW 10,000), 10 share certificates (the amount of KRW 10,000), and 10 share certificates (the amount of KRW 100,000) under the name of the Defendant Company on the same day (hereinafter “former share certificates”).

(3) Meanwhile, on February 18, 1982, the Defendant Company purchased a large scale of 2,314.3 square meters, and registered a new building with the fourth floor above the ground level above the ground level above the 1st floor above the ground level above the 247 separate buildings on March 7, 1983, and sold the above building in lots. Since May 1983, the Defendant Company owned 71 stores remaining after the sale in lots and the shares in the land corresponding thereto (hereinafter referred to as “real estate owned by the Defendant Company”).

B. Taking over the shares of the Defendant Company by Nonparty 11

(1) At the time of April 29, 1986 and November 25, 1986, Nonparty 14 and Nonparty 15, who were the representative director of the Defendant Company, entered into a contract to acquire the shares owned by the Defendant Company and the shares owned by the Defendant Company in KRW 53,235 (the shares owned by Nonparty 14 on the register of shareholders attached to the transfer contract dated April 29, 1986, including KRW 19,235, Nonparty 16, 17, 18, and 19, respectively, and shares owned by Nonparty 7,000 and 6,000 shares owned by Nonparty 20).

(2) On December 22, 1986, Nonparty 11 and Nonparty 1 were appointed as the director and the joint representative director of the Defendant Company. Nonparty 1 resigned on June 29, 1987, and Nonparty 1 became the representative director solely, and Nonparty 1 was appointed as the director on the same day.

(3) On November 24, 198, Nonparty 11 entered into a sales contract with Nonparty 21 to sell 1/2 of the real estate owned by the Defendant to KRW 195,000,000 for the purchase price. On December 2, 1988, Nonparty 1 entered into a contract to acquire 53,235 shares of the said Defendant company and 160,000 won for the property owned by the Defendant company from Nonparty 13 and Nonparty 160,000.

(4) On March 15, 1989, for the performance of the above sales contract with Nonparty 21, Nonparty 11 filed a registration of the right to claim ownership transfer under the name of Nonparty 11 and 21 on the real estate owned by the Defendant Company.

(5) Afterwards, Nonparty 22 decided to take over the status of purchaser under the above sales contract from Nonparty 21, and prepared a sales contract on January 5, 1990, stating that Nonparty 11 and the Defendant Company purchased one-half of the real estate owned by the Defendant, and Nonparty 1, who was the representative director of the Defendant Company, participated as a witness of the Defendant Company.

(6) On February 5, 1990, Nonparty 22 and Nonparty 11 entered into a sales contract with Nonparty 22 to sell 1/2 of the real estate owned by the Defendant Company to Nonparty 11 at KRW 235,000,000 (at the time, Nonparty 1 participated as a witness of the Defendant Company). Accordingly, on February 5, 1990, Nonparty 11 cancelled a provisional registration made in his name with respect to the real estate owned by the Defendant Company, and made a provisional registration on the same day.

(c) Consolidation of stocks;

On the other hand, on June 12, 1989, the defendant company merged 10 shares of the old company (1,000 won per share) with one share (10,000 won per share) as of June 9, 1989, and changed the total number of shares issued from the previous 73,50 shares (1,000 won per share) to 7,350 shares (10,000 won per share). On June 8, 1989, the defendant company registered as the certified copy of the corporate register of the defendant company that the non-party 1 was appointed as the representative director and the non-party 23 as the non-party 1 on the same day in lieu of the resignation of the non-party 11 and the director non-party 3 as the representative director, and the non-party 23 as the director.

D. Operation of the Defendant Company by Nonparty 11

(1) On December 12, 1984, the Defendant Company was in a state of deficit because there was no profit due to the cancellation of the permission for market establishment as of December 10, 1986, on the ground that the entire building was destroyed by the failure to pay the electricity and water supply charges, and the loss of function as a market from the competent authority in an rapid night.

(2) On March 19, 190, Nonparty 11, the head office of the Defendant company, set up the Songpa-gu Seoul Metropolitan Government ○○dong (number omitted) as the head office, and concentrate on the mining industry, such as establishing a non-party 24 corporation for the purpose of manufacturing and selling Sejong raw materials and selling mineral products.

E. A dispute surrounding the inherited property of Nonparty 11 after the death of Nonparty 11

(1) When Nonparty 11 died on May 8, 1994, Nonparty 25, the wife of Nonparty 11, sold to a third party forests and forests in the vicinity of the mine owned by Nonparty 24 Co., Ltd., and mining rights and forests under the name of Nonparty 11, etc., and registered the transfer registration of provisional registration in the name of the third party on part of the real estate owned by the Defendant Co., Ltd. for which the provisional registration in the name of Nonparty 11 was made.

(2) Accordingly, Nonparty 26, who is the one of Nonparty 11, was the one of Nonparty 11 (the former name was “○○○,” but the former name was married to the U.S. and changed to Nonparty 26 according to her husband’s husband’s gender) purchased the mine at USD 180,000, which was delivered twice by Nonparty 1 to Nonparty 1 on 1989. Nonparty 25 knew that Nonparty 11 was only a title trustee of the said mine, and sold it to a third party after acquiring the name of the said mine’s ownership by inheritance. Nonparty 25 was accused of the fact that Nonparty 11 was the one of the title trustee of the said mine, and at the same time filed a lawsuit against Nonparty 25 to transfer the title of ownership of the said mine (the above criminal case against Nonparty 25 was dismissed, and the above civil case against Nonparty 25 was sentenced to a judgment of loss of Nonparty 26).

(3) In addition, the non-party 24 corporation filed a complaint against the non-party 25 regarding the fact that the non-party 25 sold the mine owned by the non-party 24 corporation to the non-party 24 to the non-party 3. On December 14, 1994, the non-party 25 filed a complaint against the non-party 1 for fraud, occupational embezzlement, theft, etc. on the other hand, and the non-party 25 filed a complaint against the non-party 1 for fraud, occupational embezzlement, theft, etc. on December 14, 1994.

(4) Since then, Nonparty 25 was the legal representative of Nonparty 27 and 28, who is the principal and minor children, and was represented by the Defendant Company on May 17, 1995, and agreed that the Defendant Company did not own the remaining portion of the real estate owned by the Defendant Company except for the above real estate, among the 56.12/2314.3m2 and 2314m2 of the real estate owned by the Defendant Company, and the 10m25,27, and 28m2 of the store of the 4th ground below the ground, among the 56.12/2314m2 of the real estate owned by the Defendant Company, and the 14m28m2 of the above ground. The Defendant Company and the 24m24m2 were transferred from Nonparty 1, and instead the Defendant Company did not hold the ownership of the ownership of the remaining portion of the real estate owned by the Defendant Company.

(5) On June 2, 1995, pursuant to the above agreement of May 17, 1995, the provisional registration was made in the name of Nonparty 1 on the real estate owned by the Defendant except for the portion to be owned by Nonparty 25, 27, and 28 on June 2, 1995, and Nonparty 25 acquired the shares of Nonparty 24 and assumed office as a director of Nonparty 24 on May 195.

F. Disputes arising over the old sovereignty of this case prior to the birth of Nonparty 1

(1) On January 15, 1980, Nonparty 6 filed a lawsuit against the Defendant Company against the Defendant Company to confirm that the Defendant Company is a shareholder holding 420 shares of the Defendant Company by means of the said consolidation. On April 7, 1998, Nonparty 6 was sentenced to a favorable judgment by the above court on a constructive confession, and the above judgment became final and conclusive on May 16, 1998.

(2) Upon Nonparty 6’s application, Nonparty 26’s agent, who was the representative of Nonparty 6, was the Speaker pro tempore, and Nonparty 29 was the Speaker pro temporeed on July 31, 2002, acting as the representative of Nonparty 6’s share certificates listed in paragraph (3) of the attached Table of the old share certificates [hereinafter “instant 3 old share certificates”; and Nonparty 26’s agent, who held approximately 16,00 shares of this case (which constitutes approximately 21.7% out of the old share certificates, correspond to approximately 7,350 shares of Defendant Company’s new shares (which constitutes 7,423.7% of the new shares).

(3) The documents were prepared as if Nonparty 23 (Plaintiffs 3, 11, 26) and Nonparty 3 and 31 were in possession of 74% shares out of the new shares of this case, and on April 23, 2003, a general meeting of shareholders was held on April 23, 2003, and the representative director and directors Nonparty 1, directors Nonparty 2, and directors Plaintiff 1 were dismissed, respectively, and Nonparty 3, 23, 31, 32, and 33 were each directors, directors, and 34 were auditors, and Nonparty 23 was appointed as representative director, and on April 24, 2003, the above contents were registered in the corporate register of the defendant company.

(4) On April 2003, Nonparty 1 filed a criminal complaint against Nonparty 3, 23, and 31 on charges of preparing the minutes of the provisional shareholders' meeting with qualification as representative director of the defendant company. On April 23, 2003, the provisional shareholders' meeting held on April 23, 2003, asserting that the provisional shareholders' meeting was an illegal general meeting convened by an unentitled person, and on May 2, 2003, the Seoul District Court's Dong Branch 2003Kahap395 filed a lawsuit seeking confirmation of invalidity of the provisional shareholders' meeting with the above provisional shareholders' general meeting, and at the same time filed an application for provisional disposition such as suspension of execution of duties against Nonparty 23 as representative director of the same court. The above provisional disposition court accepted the above provisional disposition application on August 6, 2003, but Nonparty 23 filed an objection against it as a provisional disposition with the court of the same on August 14, 2003.

(5) After November 10, 2003, Non-party 23 was investigated by the prosecutor on the case such as the preparation of qualification certificate documents filed by Non-party 1. On November 12, 2003, the non-party 23 led to withdrawal of the objection against provisional disposition No. 2003Kahap1750 on November 12, 2003. The above case No. 2003Gahap3995 was present on the date of pleading and accepted the claim by Non-party 1.

G. Disputes over the sovereignty of the instant case after the death of Nonparty 1

(1) On July 16, 2003, Nonparty 1 was hospitalized in a hospital due to a traffic accident. Nonparty 1 died around August 7, 2003.

(2) On June 2, 2003, the first day of the lawsuit demanding the suspension of performance of duties such as the above representative director, etc., the attorney of Nonparty 1 submitted a copy of the share certificates (which is the evidence Nos. 8 through 11; hereinafter referred to as “new shares certificates”) submitted by Nonparty 1 through Nonparty 2 to prove that Nonparty 1 is a true shareholder of the Defendant company.

(3) On July 2003, when Nonparty 1 was in a state of plant, Nonparty 2 forged each of the following documents: (a) around the end of July 2003, Nonparty 1 filed an application for provisional attachment against Nonparty 2, Nonparty 35, and 36, the heir of Nonparty 1, on September 1, 2003, on the ground of each of the above forged documents, against Nonparty 1’s heir, on September 1, 2003, after Nonparty 1 died; (b) Nonparty 2 filed an application for provisional attachment against the Defendant Company’s shares inherited from Nonparty 1, the Suwon District Court’s horizontal Housing Site KRW 203Kadan4922; and (c) the execution share certificates subject to its execution on October 20 of the same year; (d) Nonparty 1’s new shares out of the new shares certificates, and (e) Nonparty 300,508, and Defendant 2’s share certificates issued to the execution officer on October 20 of the same year.

(3) On January 29, 2004, Defendant 2 filed an application for appointment, such as an agent for temporary representative director, who is requested to appoint Defendant 2 as a person to perform the duties of temporary directors and temporary representative directors of the Defendant Company, with the Seoul District Court Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Office, and the above court requested Nonparty 2 who is registered as a director of the Defendant Company to state his opinion. Nonparty 2 submitted

(4) On April 19, 2004, when the above 2004 non-conforming 7 case was pending, Defendant 2 filed a complaint against Nonparty 2 on the grounds that he forged and exercised each of the following: (a) a letter of consignment and a certificate of fact with Nonparty 1; (b) a letter of joint and several sureties and a protocol of compromise; and (c) a letter of waiver of shares issued by Defendant 2; and (d) a non-party 2, who was under investigation due to the forgery of the above private document, filed a complaint with Defendant 2 on the grounds that he forged and exercised it; (b) after having reached an agreement with Defendant 2, he recognized all of his suspicion; and (c) around April 2005, he issued the remaining share certificates (100 share certificates, 50 share certificates, 12, 10 share certificates, 24 share certificates, 115 share certificates, 45 share certificates) other than the share certificates of Chapter 49, which he kept in the enforcement officer of the Suwon District Court.

(5) Meanwhile, Plaintiff 1 (the director of Defendant Company was appointed on July 20, 197) had the share certificates listed in [Attachment 1, 4, and 5] out of the previous share certificates of this case (hereinafter “instant share certificates”) 26,490 shares ( approximately 36% of the previous shares of this case) given official commendation Nos. 1, 4, and 5 of the previous share certificates of this case, and delivered the instant share certificates of this case 4,5 old share certificates of this case to Nonparty 37, and the Defendant Company’s share certificates of this case were assigned to Nonparty 37, and delivered the instant share certificates of this case to Nonparty 4,5 old share certificates of this case to Nonparty 37 and Nonparty 37, and the Defendant Company’s share certificates of this case were assigned to Nonparty 5,500 shares of this case to Nonparty 2, 508 of the previous share certificates of this case to Defendant Company’s share certificates of this case.

(6) Accordingly, Defendant 2: (a) transferred the old share certificates Nos. 4, 5 among the old share certificates of this case that Plaintiff 1 stolen to Nonparty 37 and 38; (b) had the Defendant Company file a lawsuit for confirmation of the shareholder; and (c) had the Defendant Company rendered a judgment of constructive confession, Defendant 2 filed a criminal complaint against Plaintiff 1, Nonparty 37, and 38 on the charge of fraud; and (d) as a result, Plaintiff 1 and Nonparty 37 were indicted for fraud on May 31, 2007 by the Seoul Central District Court Decision 2007Kadan2669 (former first instance trial is pending).

(7) Meanwhile, on April 24, 2006, after the judgment of the court of first instance was rendered, Plaintiff 1 filed a complaint against Nonparty 2 and Defendant 2 on the ground that Nonparty 2 and Defendant 2 had forged and exercised the instant new stocks. As a result, Defendant 2 did not engage in the Defendant Company’s business and did not know the existence of the instant new stocks and did not know that Nonparty 2 had arbitrarily created the instant new stocks, and Nonparty 2 was subject to a disposition of non-guilty charges. Nonparty 2 was convicted of charges in the first instance court (Seoul East District Court 2004Da3663, Seoul East District Court 2007No133, the same court) but did not file an appeal against Nonparty 1 and Nonparty 1’s representative director’s order to suspend the execution of the instant new stocks after Nonparty 2 was found to have been acquitted of the issuance of the instant new stocks in the first instance court (Seoul District Court 2007No1333, the first instance court 203).

(h) Indication of stockholders on the list of stockholders and detailed statement of changes in stocks;

(1) The register of shareholders of the defendant company attached at the time of the above transfer agreement dated April 29, 1986, states that the non-party 39 owns 576 shares, the non-party 40 shares, the non-party 2,100 shares, the non-party 41 shares 2,100 shares, the non-party 6's 4,200 shares, the non-party 42, the non-party 42, the non-party 43, the non-party 2, the non-party 43, the non-party 44, the non-party 1,09, the non-party 450 shares, the non-party 1,050 shares, the non-party 46 shares, the non-party 50 shares, the non-party 425 shares, the non-party 525 shares, the non-party 425 shares, and the non-party 1,00 shares, respectively.

(2) On June 17, 1994, the register of shareholders of Nonparty 1 entered that Nonparty 2 owned 3,087 shares, Nonparty 2 owned 735 shares, Nonparty 3’s 441 shares, Defendant 2A 2,352 shares, Nonparty 441 shares, and Nonparty 5 owned 294 shares, respectively.

(3) As the business registration cancelled by the Defendant Company was restored to August 23, 1997, the statement of changes in stocks, etc. accompanying the Defendant Company’s filing a non-disclosure report with the competent tax office on the list of stocks, etc. shall be written from 1997 to 2001, Nonparty 1 owns 3,087 Shares (42%) 2,352 Shares (32%) of Defendant 2, Nonparty 2, and Plaintiff 1 respectively, 735 Shares (10%) of 735 Shares (10%) of 3,108 Shares (429%) of 2,352 shares (32%) of Defendant 2, and Plaintiff 1 owns 735 shares (10%) of 201, and Nonparty 3 owns 441 shares of 3,108 shares (6%) of 202 to 2006, respectively.

A. A holder of old share certificate of this case

Plaintiff 1: (a) around 1993, Non-Party 11; (b) on July 8, 2003, Non-Party 2, Non-Party 39, Non-Party 2, Non-Party 2, Non-Party 2, Non-Party 2, Non-Party 2, Non-Party 2, Non-Party 2, Non-Party 2, Non-Party 3, Non-Party 2, Non-Party 2, Non-Party 2, Non-Party 2, Non-Party 2, Non-Party 3, Non-Party 3, Non-Party 26, respectively, holds Non-Party 3’s old shares.

2. Judgment on the main claim

A. Claim on invalidity confirmation of the consolidation of stocks

Article 329(4) of the former Commercial Act (amended by Act No. 4372 of May 31, 1991; hereinafter the same shall apply) provides that the amount per share of a stock company shall be at least 5,000 won (Article 329(4)). A stock company incorporated prior to the enforcement of the said Act shall consolidate shares to hold shares of less than 5,000 won per share (Article 5(2) of the Addenda) by applying mutatis mutandis the provisions on the consolidation of shares to hold shares of more than 5,00 won per share within three years from the enforcement date of the said Act (Article 5(2) of the Addenda), the purport of the consolidation of shares, and the submission of share certificates to the company within a specified period of not less than three months, and the purport of the consolidation of shares to shareholders listed in the register of shareholders and pledgees, and the effect of the consolidation of shares shall be deemed to accrue at the expiration of the period of Article 440 (Article 441).

On June 12, 1989, the fact that the defendant company consolidates 10 shares of old shares (1,000 won per share) of the defendant company into 1 share (10,000 won per share) on June 9, 1989 and the total number of issued shares was changed from 73,50 shares (1,000 won per share) to 7,350 shares (10,000 won per share) on the previous 73,50 shares (1,000 won per share) on the corporate register of the defendant company is registered as above.

However, according to the fact-finding results on a daily economic newspaper company of the court of the trial, the defendant company can be acknowledged that there was no fact-finding at the time of the aforementioned consolidation. [In addition, Article 250 (2) of the former Non-Contentious Case Litigation Procedure Act (amended by Act No. 4423 of Dec. 14, 191), which was in force at the time of the registration of the consolidation of shares of the defendant company, provides that "where a resolution of the general meeting of shareholders is required for the matters to be registered, the minutes shall be attached." It does not require submission of a document proving that a public announcement was made pursuant to Article 440 of the Commercial Act." The purport that the announcement and notice should be made by setting a certain period in the previous Commercial Act is to collect old share certificates in advance to prevent the circulation of old share certificates (see Supreme Court Decision 2004Da40306 of Dec. 9, 2005).

Therefore, the consolidation of shares by the defendant company is null and void, and the defendant company and the defendant 2 claim that the shares of this case were null and void due to the consolidation of shares between the defendant company and the defendant 2, and there is a benefit of confirmation. Therefore, the part of the plaintiffs' claim to nullify the above consolidation is justified.

B. Determination on the shareholder verification of the shares of the instant case and the claim for the implementation of the transfer procedure

(1) Determination on the cause of the claim

As seen earlier, Plaintiff 1’s old share certificates, Plaintiff 2’s old share certificates, Plaintiff 3’s possession of the third old share certificates, and Plaintiff 3 did not take effect on June 9, 1989. Since the old share certificates are still valid as shares issued by Defendant Company, as long as the Plaintiffs occupy the old share certificates of this case representing the old share certificates of this case, the Plaintiffs are presumed to be lawful holders of each share certificates of this case pursuant to Article 336(2) of the Commercial Act. Thus, barring any special circumstance, Plaintiff 1, Plaintiff 2, and Plaintiff 3 are deemed to be shareholders of the second old share certificates of this case, and Plaintiff 3 are deemed to be shareholders of the third old share certificates of this case. Since the Defendants asserted that each of the old shares of this case was not owned by the Plaintiffs, the Defendants are entitled to verify that they are shareholders of each of the old share certificates of this case, Defendant 1 is obligated to implement the transfer procedure of Plaintiff 1 and Plaintiff 2 with respect to Plaintiff 1’s old share of this case.

(2) Defendant 2’s assertion

As to this, Defendant 2 stolen Plaintiff 1’s old share certificate of this case, and Nonparty 26 delivered the third old share certificate of this case to Nonparty 11, who was aware of this fact by theft of the third old share certificate of this case. The Plaintiffs, while the Plaintiffs did not have a legitimate right to the old share of this case, Nonparty 1 acquired all the shares of the Defendant Company owned by Nonparty 11, and Defendant 2 and his children, upon the death of Nonparty 1, claim that Defendant 2 was the only major shareholder of the Defendant Company.

(3) Determination as to Plaintiff 1

1) The following circumstances are acknowledged in light of Gap evidence Nos. 77-10, Eul evidence Nos. 5, 25, 28, 33, 34, and the testimony of non-party 3 and 25 of the first instance trial witness.

① Plaintiff 1 asserted that Plaintiff 1 received the instant shares of KRW 1,4,500,000 in return for the loans of KRW 26,500,000 and KRW 31,500,000 in total from Nonparty 11 on several occasions, but there is no borrowing certificate, etc. proving that Plaintiff 1 lent money to Nonparty 11.

② At the time of the agreement on May 17, 1995, between the Defendant Company, the Plaintiff 1, and Nonparty 11’s successors representing the Defendant Company, the Plaintiff 1 asserted that the Plaintiff owned the shares of the Defendant Company, or did not raise any objection against the said agreement.

③ Nonparty 3 appeared as a witness at the court of first instance in the above securities forgery case against Nonparty 2, and testified that “ Nonparty 11 or Nonparty 1 did not come to her son on the part of the shareholder.” At the court of first instance, Nonparty 3 appeared as witness and testified that “ Nonparty 2 stolen the old sovereignty of this case from Nonparty 2.” Nonparty 1 appeared as witness, and presented to this court the statement stating “ Nonparty 25 told Nonparty 25 that Plaintiff 1 stolen the old sovereignty of this case from Nonparty 24 corporation office,” and “Plaintiff 1 did not have the old sovereignty of this case at the temporary general meeting of shareholders on July 31, 202.”

④ In relation to the case of applying for the appointment of an acting director for Seoul Eastern District Court 2004 non-conforming7, Plaintiff 1 stated in the statement of opinion submitted to the above court that “the principal requested the appointment of an acting director for business normalization as a major shareholder of the Defendant company and Defendant 2 to the auditor.” However, if the principal is a major shareholder of the Defendant company, the principal was able to file an application for the appointment of an acting director with Defendant 2 without having to do so, but did not do so.

⑤ In the minutes of the general meeting of shareholders of July 31, 2002, the chairman stated, “The chairman shall have a notary public attorney-at-law attend the meeting to confirm the shareholders. As a result, Plaintiff 1 and Nonparty 3 stated as shareholders on the register of shareholders, but they do not have share certificates.”

② Nonparty 37 and 38, who acquired part of the old shares of this case from himself, did not dispute after receiving a complaint of shareholder status verification lawsuit filed against the Defendant Company, or did not notify the Defendant 2 thereof, the Plaintiff 1 was sentenced to a favorable judgment in favor of Nonparty 37 and 38.

7) In a case where Nonparty 1 filed a complaint against Nonparty 23 on May 19, 2003 on suspicion of preparing qualification documents, etc., Nonparty 1 stated that he was investigated as a witness, and that he had no choice but to take over the Defendant company with funds, etc. lent to Nonparty 11 on May 19, 1989, and that he was appointed as a representative director. Around 1994, Plaintiff 1 also stated in the investigative agency to the same effect.

8) The statement of the change of stocks, etc. that began to be drafted again from the year 197, states that Plaintiff 1 owns only 10% of the shares of the Defendant Company. Nevertheless, Plaintiff 1 did not raise any objection.

9) Nonparty 25 testified from Nonparty 1 and 2 that Plaintiff 1 was stolen of the instant share certificates Nos. 1, 4, and 5, which were kept in the office of Nonparty 24 corporation.

2) On the other hand, however, the following circumstances are recognized in full view of the evidence No. 21-3, No. 70, and No. 6-1, and No. 6-2.

① Plaintiff 1 and Nonparty 11 were in internal relations since the late 1980s.

② The above agreement on May 17, 1995 did not state the specific contents on the acquisition limit of shares by the defendant company, unlike the non-party 24 corporation, and with respect to the operation of the non-party 10 corporation, the non-party 25 side decided not to hold the ownership right as to the remaining part except the part that the non-party 25 side of the real estate owned by the defendant company did not hold the right right right and the non-party 25 side decided not to own the ownership right. Thus, it cannot be deemed that the non-party 1's claim against the defendant company as a shareholder of the non-party 1 is not included in the contents of the non-party 1's claim against the above agreement. Thus,

③ Nonparty 3 reversed the existing position to the effect that Plaintiff 1 did not steal the former share certificate of this case; Nonparty 3 cannot believe all the testimony at the first instance court of Nonparty 25 and the minutes of the general meeting of shareholders on July 31, 2002, in light of the following: (a) Nonparty 3’s testimony at the first instance court of Nonparty 3; (b) the witness examination protocol stating the testimony at the relevant case; and (c) the statement prepared by Nonparty 3.

④ At the time of the general meeting of shareholders on July 31, 2002, Nonparty 23 or Nonparty 3 did not possess the instant new shares, and only held the third old shares representing the third old shares (16,000 shares) of this case. The above minutes contain the 5,423.5 shares out of the new shares of this case. In light of the fact that Nonparty 30, who represented Nonparty 26, took the possession of 5,423.5 shares out of the new shares of this case, it cannot be deemed that the above minutes were prepared as true.

⑤ Prior to the instant case, the Defendant Company filed a suit seeking confirmation of shareholder status against the Defendant Company on the ground that Nonparty 6 possessed the instant old share certificate, but did not dispute this, but did not recognize the shareholder status against Nonparty 6.

[6] In the case where Defendant 2 filed a complaint against Plaintiff 1 and Nonparty 37 for fraud, Defendant 2’s criminal defendant 2’s criminal defendant 2’s criminal defendant 1’s criminal defendant defendant 2’s statement on January 17, 2006 that Nonparty 1 was registered as a director of the defendant company on June 29, 1987, and later two years thereafter, he was registered as the representative director of the defendant company, but only he was the president of the management right. Nonparty 11 disposed of the real estate owned by the defendant company to a third party at the time of 1989, 190, and again purchased it again, and made a provisional registration under his name after purchasing it again; it is difficult to prove that there was no objective evidence to prove that there was a share acquisition agreement between the defendant 11 and Nonparty 1 on January 17, 2006, and that it was difficult to say that the defendant 1 and the nonparty 1 were in conflict with the defendant 198's criminal defendant 1.

7) In light of the fact that Nonparty 1 was prepared and delivered by Nonparty 2 or Nonparty 3, whose shareholders are indicated in the statement on the status of changes in stocks, etc., the statement on the waiver of stocks was not prepared and received from Plaintiff 1, and that Nonparty 6 was sentenced by the court on April 7, 1998 to recognize the shareholder status of the Defendant Company, but the Defendant Company stated that Nonparty 6 owned the shares of the Defendant Company only in the statement on the status of changes in stocks, etc. in 2002, it cannot be deemed that Plaintiff 1 was merely a title trustee or that the above statement on the status of changes in stocks, etc. was prepared

④ Rather, Nonparty 2 appeared to have her friended Nonparty 25 that Plaintiff 1 stolen the instant 1, 4, and 5 old share certificates, and it is not clear that she first told Plaintiff 1 to have stolen the instant 1, 4, and 5 old share certificates due to any of the circumstances. Therefore, Nonparty 2’s testimony and documentary evidence of Nonparty 25 of the first instance trial on this point is difficult to believe.

① Defendant 2 also recognized that Plaintiff 1 was a shareholder of the Defendant Company before the distance between Plaintiff 1 and Plaintiff 1.

(10) Nonparty 22, 50 (the co-representative of the non-party 24 corporation), and 51 (the director of the non-party 24 corporation) have been aware of the fact that the non-party 11 had heard her her friership, who is the shareholder of the defendant company.

3) If so, the circumstances acknowledged in the above 1) in light of the above circumstances as stated in the above 2) are insufficient to recognize that Plaintiff 1 stolen the old sovereignty of this case, and there is no other evidence to acknowledge it. Thus, this part of the allegation by Defendant 2 is without merit.

(4) Determination as to Plaintiff 2

Since there is no evidence to prove that the plaintiff 2 was not a legitimate shareholder of the second old shares, this part of the allegation by the defendant 2 is without merit.

(5) Determination as to Plaintiff 3

1) The following circumstances are recognized in full view of the evidence as stated above in the Evidence Nos. 2 and 3 as well as the health class, B, and C.

① On July 24, 2003 and August 23, 2005, Nonparty 25 testified that Nonparty 11 died and Nonparty 26 brought about the third old sovereignty of this case. Nonparty 1 appeared as a witness in the first instance trial and became aware of the above facts by Nonparty 1 and 2.

② In the first instance trial, Nonparty 3 testified that Nonparty 23 was aware that Nonparty 26 was stolen of Nonparty 3’s old sovereignty in the process of being investigated as a witness by Nonparty 23, 31 and the preparation of a qualification document by the prosecutor.

③ Nonparty 26 asserted only the right to the shares of the Defendant Company after Nonparty 11 died, and did not claim the right to the shares of the Defendant Company.

2) On the other hand, however, the following circumstances are acknowledged in full view of the evidence evidence No. 14 as stated above.

① On July 24, 2003, Nonparty 25 brought about the third old sovereignty of this case, which Nonparty 26 had been in custody of the principal’s house. On August 23, 2005, Nonparty 25 brought about the third old sovereignty of this case, which was in custody in the office of Nonparty 24, and on August 23, 2005, Nonparty 2 made a statement about the third old sovereignty storage place. Nonparty 2 came to know of Nonparty 26 theft from Nonparty 25. In light of the fact that Nonparty 2 came to know of Nonparty 26 theft, it is difficult to believe Nonparty 25’s testimony or evidence Nos. 2 and 3 by the witness of the first instance trial.

② The protocol of interrogation of Nonparty 23 prepared in the course of investigation as to the case, including the preparation of qualification documents, includes the statement to the effect that Nonparty 23 was destroyed or invalidated due to the consolidation of old shares. Nonparty 26 did not include the statement to the effect that Nonparty 26 stolen the old shares of this case.

③ At the time of Nonparty 11’s death, Nonparty 24 and the mine did not have much property value, while Defendant Company was in a state of enemy, and was a dormant corporation whose business registration was cancelled.

3) If so, the circumstances acknowledged in the above 1) in light of the above circumstances, are insufficient to recognize that Nonparty 26 stolen the old sovereignty of the case of this case on the sole basis of the circumstances acknowledged in the above 2). Since there is no other evidence to support this, Defendant 2’s allegation in this part is without merit.

(5) Sub-committee

The defendant company denies the validity of the old shares of this case and denies the rights as shareholders. The defendant 2 denies the validity of the old shares of this case while occupying the new shares of this case, and at the same time denies the status as shareholders of the defendant company as shareholders of 7,350 shares of this case and at the same time, denies the status as shareholders of the defendant company's new shares of this case. Thus, the plaintiff 1 is the shareholder of the 1 old shares of this case, the plaintiff 2 is the shareholder of the 2 old shares of this case, the plaintiff 3 is the shareholder of the 3 old shares of this case, and the plaintiff 3 is the shareholder of the 3 old shares of this case. The defendant company is obligated to perform the transfer procedure of the 2 old shares of this case to the plaintiff 2 as to the 1 old shares of this case, and the plaintiff 2 is obligated to perform the transfer procedure of the 3 old shares of this case.

4. Conclusion

Then, the plaintiff shall accept all the claims that are primarily added in the trial of the party, and it is so decided as per Disposition.

[Attachment List omitted]

Judges Park Ma-ho (Presiding Judge)