1. Of the lawsuit in this case, the part requesting the dismissal of the representative director shall be dismissed.

2. Defendant B, Inc.

1. Facts of recognition;

A. Defendant Company is a company engaged in the manufacturing business of industrial rubber products. The Plaintiff is a shareholder and outside director who owns 3,000 shares (30%) out of 10,000 shares issued by Defendant Company, and Defendant B is a major shareholder and representative director who holds 5,00 shares of Defendant Company.

B. On December 25, 2017, the Plaintiff et al. claimed the convocation of a special general meeting for the dismissal of Defendant representative director, and the Defendant Company held a special general meeting of shareholders (hereinafter “instant general meeting of shareholders”) on the agenda of the dismissal of Defendant Company’s representative director.

However, the above agenda was rejected against Defendant B, who is a major shareholder.

C. On January 24, 2018, the Plaintiff filed the instant lawsuit on January 24, 2018 from the date of the general meeting of shareholders.

[Ground of recognition] Facts without dispute, Gap evidence Nos. 1, 2, and 3, the purport of the whole pleadings

2. We examine whether the part concerning the request for dismissal of the representative director among the lawsuit in this case was lawful ex officio in determining the legitimacy of the part concerning the request for dismissal of the representative director.

Of the instant lawsuit, the part for which the Plaintiff seeks to dismiss Defendant B from the office of representative director of the Defendant Company’s company against the Defendants constitutes an action of formation aimed at forming an alteration of existing legal relations, and an action of formation may be brought only in cases where there is a express provision in law.

However, Article 385 (2) of the Commercial Act (in a case where a general meeting of shareholders refuses to dismiss a director, even though a director has committed an unlawful act in connection with his duties, or a serious violation of the statutes or the articles of incorporation, a shareholder who holds no less than 3/10 of the total issued and outstanding shares may request the court to dismiss the director within one month from the date when the general meeting makes a resolution to dismiss the director), only provides for the request for dismissal of the director, and

Unlike in the articles of incorporation.