1. The plaintiff's claim is dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

1. Basic facts

A. The Defendant was a corporation that runs publishing and printing business, and the total number of issued stocks was 28,88,259 shares on December 2016.

The Plaintiff is a shareholder who holds 968,265 shares issued by the Defendant.

B. On December 13, 2016, the Defendant held a board of directors meeting to issue registered common shares of 3,321,033 shares (hereinafter “instant new shares”) with the issuance price of KRW 2,710 per share in the manner of issuing capital increase with the issuance price of KRW 500 per 3,321,03 shares (hereinafter “instant new shares”) and passed a resolution to allocate all of them to C (hereinafter “C”) by a third party.

C paid 8,99,99,430 won of stock price on the same day and subscribed the new shares of this case.

C. The total number of the shares issued by the Defendant was 32,209,292 shares (i.e., 28,88,259 shares). C held the new shares of this case 3,321,03 shares among them, and C became 10.31% of its shares.

From 3.35% to 3.01% of the existing shares, the largest shareholder D who held 3,124,94 shares was changed from 10.82% to 9.7% of the existing shares.

Meanwhile, from March 2015 to September 7, 2016, E was the largest shareholder of the Defendant, and was not the Defendant’s shareholder at the time of issuance of the instant shares by disposing in sequence 11,048,196 of the total amount of shares he/she owns from March 2015 to September 7, 2016.

[Ground of recognition] Facts without dispute, Gap evidence 1, 2, 6, Eul evidence 2 to 6, the purport of the whole pleadings

2. At the time of the Plaintiff’s assertion of the issuance of new shares, the Defendant was financially stable as the ratio of debt is high and the sales increase, and it did not have to urgently secure funds from a third party.

On the other hand, there was a resolution to issue new shares in this case, and there was a dispute over the management rights between the plaintiff and E who was the existing major shareholder of the defendant.

The Commercial Code and the defendant's articles of incorporation are exceptional as necessary to achieve business objectives of the company.