1. The plaintiff's appeal is all dismissed.

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

Purport of claim and appeal

The first instance court.

1. Basic facts

A. D Co., Ltd. (hereinafter “D”) was established in the articles of incorporation on August 19, 2015 with the following contents, and the Plaintiff and Defendant B owned 2,500 shares of each of 5,000 shares of D generated shares.

Article 22 (Convocation) (1) The regular shareholders’ meeting of this company shall be convened within three months from the date following the end of the business year, and the extraordinary shareholders’ meeting shall be convened whenever necessary.

Article 29 (Number of Directors) The directors and representative directors of this company shall consist of not less than one representative director and not more than one director.

Article 30 (Appointment of Directors) (1) Directors and representative directors shall be appointed at a general meeting of shareholders.

Article 31 (Term of Directorship) The term of office of director shall be three years.

Provided, That the term of office shall be extended until the closing of the general meeting where the term of office expires after the closing of the last period for settlement of accounts.

Article 38 (Auditor) (1) An auditor of this company shall be at least one person.

(2) The election of auditors shall be made by a majority of the shareholders present at the meeting, and shall be made by a quarter or more of the total number of issued and outstanding votes.

Article 39 (Term of Office of Auditor) The term of office of Auditor shall be until the closing of a regular general meeting of shareholders with respect to the last period for settlement of accounts within three years after his inauguration.

Article 44 (Business Year) The business year of this Company shall be from January 1 to December 31 of each year.

B. On August 19, 2015, D, as internal directors and representative directors at its inaugural general meeting, appointed Defendant B and auditors as Defendant B, respectively. On the same day, D entered inside directors, representative directors, and auditors in the corporate register.

C. On January 24, 2018, D passed a resolution on the agenda for the audit of Defendant C at a regular general meeting of shareholders on an agenda (where an executive is replaced by subparagraph 2), and on January 26, 2018, D entered that “Defendant C was reappointed on January 24, 2018.”

D held a temporary general meeting on August 28, 2018, but ① the representative director and the dismissal of the director against Defendant B, and the dismissal of the auditor against Defendant C.