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1. All of the instant lawsuits are dismissed.
2. The costs of lawsuit shall be borne by the Plaintiff.
Reasons
1. Basic facts
A. On April 26, 2017, the Plaintiff and its representative director, D, the Defendants, etc. agreed to invest USD 3 million in the Defendant Company. In the event that the Plaintiff’s investment of USD 2 million is made, the Defendant Company issued convertible bonds equivalent to the amount thereof, and the Plaintiff subscribed to the said convertible bonds, but the Defendant Company entered into an investment agreement to convert the said convertible bonds into shares on September 2017, and to provide the Defendant Company’s shares as security.
B. On April 26, 2017, the Plaintiff entered into a contract for the acquisition of convertible bonds (hereinafter “instant contract for the acquisition of convertible bonds”) with the Defendant Company to acquire the convertible bonds (3 years from the date of issuance, 5% per annum, overdue interest rate: 5% per annum, 25% per annum, conversion rate: within 50% of the face value of the corporate bonds, conversion price: USD 200 per share) issued by the Defendant Company.
C. Since then, in the process of acquiring convertible bonds issued by the Plaintiff, the Plaintiff and the Defendant Company drafted, on May 2, 2017, a re-written application for the subscription of the attached convertible bonds (hereinafter “instant contract”) under which the conversion ratio among the terms of the instant contract for acquiring convertible bonds was modified to “within the limit of 100% of the face value of a private bond” (hereinafter “instant contract”). On April 26, 2017, the date of the contract was retroactively stated.
On May 2, 2017, the Plaintiff paid US$ 2 million to the Defendant Company as investment money under the instant convertible bonds acquisition contract.
E. On November 6, 2017, the Plaintiff and the Defendant Company agreed that “The Defendant Company returned USD 2 million to the Plaintiff’s investment by February 28, 2018, and the basic contract shall be reversed at the time of completion of return.”
Defendant Company returned 2 million US dollars to the Plaintiff by March 2, 2018. On March 2, 2018, Defendant Company paid 5% interest on the said investment amount to the Plaintiff on March 21, 2018.
【Legal basis for recognition】