1. The appeal by Defendant C Co., Ltd is dismissed.

2. The costs of appeal shall be borne by Defendant C Co.

purport.

Facts of recognition

Defendant B was established on February 19, 1994 for the purpose of steel product facility construction business, electrical construction business, etc., and the total number of issued stocks around January 2017 is 171,000 shares.

Defendant C was established on August 31, 2001 for the purpose of fire fighting business, etc.

The Plaintiff owns 29,292 shares (ratio 17.130%) among the shares issued by Defendant B, and is registered as a shareholder in the shareholder registry of Defendant B.

around January 2017, Defendant B stated that there are seven shareholders in addition to the Plaintiff.

On December 7, 2016, Defendant B entered into a merger agreement with Defendant C to divide and merge the electrical construction business part among the Defendants, and Defendant B entered into a merger agreement with Defendant C to merge.

(hereinafter “this case’s merger after division”). Defendant B attended the meeting of 123,016 shareholders holding 171,00 shares issued on December 22, 2016 and passed a resolution to approve the instant merger after division with the consent of all the shareholders present at the meeting.

On January 24, 2017, the Defendants completed the registration that “Defendant B divided the electrical construction business on January 24, 2017 and divided and merged with Defendant C (hereinafter “instant division and merger”).”

[Ground of recognition] The non-contentious facts, Gap evidence Nos. 1 through 3, the gist of the parties’ assertion in the purport of the entire argument, is that the plaintiff Eul did not hold the provisional shareholders’ meeting as of December 22, 2016 for the approval of the merger after division of this case, and thus the merger after division of this case is null and void.

Even if Defendant B held a provisional shareholders’ meeting on December 22, 2016, Defendant B did not notify the Plaintiff as a shareholder in holding a provisional shareholders’ meeting, and thus, the instant merger by split is null and void.

Defendant C’s holding of a provisional shareholders’ meeting on December 22, 2016, using the Kakao Stockholm message around November 2016, three weeks prior to the date of holding the provisional shareholders’ meeting.