(영문) 수원지방법원 2015.09.25 2014가합72787

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(영문) 수원지방법원 2015.09.25 2014가합72787

주식전환발행무효 등 확인청구

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1. The issuance by the Defendant of common shares at a par value of KRW 5,000 per share on June 16, 2014 is null and void.

Reasons

1. Basic facts

A. The Plaintiff is a shareholder holding 640,000 shares among the Defendant’s common shares, and the Defendant is a company running a tourist hotel business or tourist-use facility business.

B. On May 17, 2008, the Defendant made a resolution to issue 1,600,000 shares of general shares and 1,800,000 shares of common shares and 1,80,000 shares of preferential shares (hereinafter “issuance as of May 17, 2008”) and accordingly registered modification of the articles of incorporation on May 20, 2008.

In addition, 960,000 shares of common shares of 1,600,000 shares and 1,800,000 shares of preferential shares are owned by a master-ray development company (hereinafter "master-ray development").

C. However, the defendant's articles of incorporation as of May 15, 2009 and the amended articles of incorporation as of July 1, 2009 are collectively referred to as "the defendant's articles of incorporation."

Article 8(Types of Stocks and Stock Certificates)1 of the Articles of Incorporation of May 15, 2009 (Types of Stocks and Stock Certificates) (1) The types of stocks to be issued by this company shall be registered ordinary stocks and registered preferential stocks. (3) Registered preferential stocks may constitute stocks with preferential terms of common stocks as to the distribution of dividends or remaining assets.

However, if the priority share is converted into common shares, the common shares after the conversion will have one voting right per common share.

(2) Preferential shareholders shall be preferentially apportioned an amount of 0.1% per annum on the basis of the issue price.

(3) Class 1 preferential stocks shall be non-participations and non-infinites.

(4) Preferred Shareholders may claim for the redemption of preferential shares to the company, and if the company consents thereto, the company shall be liable for such redemption within the scope of profit of the company.

1. The value of redemption shall be the aggregate of dividends not paid to the issue value of priority;

2. The repayment period shall be twenty (20) years from the date of issuance of the first stock and all of the Company’s assets.

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