1. The Defendant:

A. On November 28, 2017, at a special general meeting of shareholders held on November 28, 2017, the Plaintiff is the representative director and in-house directors C, D, and E.

1. The following facts are recognized in accordance with Article 150 of the Civil Procedure Act:

A. On November 28, 2017, the Defendant: (a) notified the existing shareholders, including the Plaintiff, of the convening of the extraordinary general meeting; or (b) did not hold the extraordinary general meeting; (c) prepared the minutes of the extraordinary general meeting of shareholders on November 28, 2017, stating that the Plaintiff, at the representative director and the inside director, passed a resolution to dismiss C, D, and E from the auditor, respectively.

B. According to the above minutes, registration was completed on December 11, 2017, that the Plaintiff was dismissed from office directors of the Defendant’s representative director and inside directors of C, D, and E from office directors of the Defendant, and that F was dismissed from office directors of the Defendant’s audit.

C. On December 21, 2017, the Defendant: (a) held a special general meeting of shareholders on December 21, 2017 to appoint the Plaintiff as an intra-company director; (b) made a resolution to dismiss G as a director; (c) held a special general meeting of shareholders on February 8, 2018 to appoint C as a representative director and an intra-company director; (d) held a special general meeting of shareholders on May 17, 2018 to appoint F as an intra-company director; and (e) held a special general meeting of shareholders on August 7, 2018 to appoint H, I, and E as an intra-company director.

2. According to the above facts, it is reasonable to view that there is no serious defect that the Defendant’s temporary general meeting of shareholders held on November 28, 2017, at the representative director and the inside director, at the inside director, C, D, and E, and F, respectively, dismissed the Plaintiff from the auditor’s office, and each resolution of dismissal from the auditor is deemed to exist. As long as there is no temporary general meeting of shareholders held on November 28, 2017, insofar as there is no such special meeting of shareholders held on December 21, 2017, it is reasonable to deem that each resolution has been nonexistent since the temporary general meeting of shareholders held on December 28, 2017, which was held thereafter, was convened by a person who is not the legitimate general meeting of shareholders.

Supreme Court Decision 92Da28235, 28242 delivered on October 12, 1993