1. A merger that Defendant B divided and absorbs part of the business of Defendant C on January 12, 2016.

1. Facts of recognition;

A. The Plaintiff is an auditor of Defendant B Co., Ltd. (hereinafter “Defendant B”).

B. On January 12, 2016, the Defendants: (a) divided the electrical construction business part of Defendant C Co., Ltd. (hereinafter “Defendant C”)’s business part; and (b) concluded a merger agreement with the contents of the merger to Defendant B.

(hereinafter “this case’s merger after division”)

The Defendants held a special shareholders’ meeting on the same day, and Defendant B attended all two shareholders, with the consent of all shareholders present at the meeting, and Defendant C approved the above merger agreement with the consent of all shareholders present at the meeting of all shareholders. From January 13, 2016 to January 16, 2016, the Defendants reported the progress of the merger by split at each temporary shareholders’ meeting on February 16, 2016, and registered the merger by split at each court on February 17, 2016.

However, Defendant C did not give a separate peremptory notice as to whether there is an objection to the merger after division of this case to the creditor D who was aware that he was a creditor of the merger after division of this case.

[Ground of recognition] Each entry of Gap evidence Nos. 1 through 3 (including a number) and the purport of the whole pleading

2. Article 530-11(2) and Article 527-5(1) of the Commercial Act of the judgment of the company provides, “A company shall publicly announce that any creditor who has an objection to a merger by split and merger shall file a report within two weeks from the date on which the general meeting of shareholders is approved for the merger by split and merger, and shall give a peremptory notice to all known creditors, respectively.”

Considering that the corporate division and merger brings about a significant change in the company's assets as collateral for the bonds, if the creditor protection procedure is violated, it should be deemed that there is a serious error in the merger procedure.

In this case, the defendant C did not demand to the above D, a creditor known to the defendant C, whether he/she has raised an objection to the merger after division of this case.