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1. The instant lawsuit shall be dismissed.
2. The costs of lawsuit shall be borne by the Plaintiff.
Reasons
1. Basic facts
A. On November 19, 2013, the Defendant was established with capital of 300 million won (10,000 won per share, 30,000 common shares).
B. By February 2015, the Defendant’s register of shareholders was written out that C owns the remainder of 15,300 shares (51%) among the Defendant’s total 30,000 shares (14,700 shares) and D.
C. As of March 26, 2015, the share transfer and takeover contract was prepared to the effect that the Defendant’s 14,700 shares held by C will be transferred to E in KRW 10,000 per share, and on the same day, the Defendant’s 15,300 shares held by D are transferred to F in KRW 10,00 per share.
On January 13, 2016, the Defendant issued new shares 20,000 shares on January 14, 2016 and allocated all them to G.
E. On April 13, 2017, the Defendant issued 83,000 new shares.
[Ground of recognition] Facts without dispute, Gap evidence Nos. 1, 2, 5, 6, and 7, the purport of the whole pleadings
2. At the time of the Plaintiff’s assertion on January 13, 2016, the Defendant’s shares were in form 15,300 shares, and 14,70 shares were held by E, respectively. However, H was in title trust with F and E, and H was 10% of the Defendant’s shares.
Nevertheless, without any notice to H, F and E passed a resolution to issue new shares as a shareholder and issued new shares. The issuance of new shares in January 14, 2016 is null and void as it infringes shareholders' preemptive rights, and H still was the only shareholder of the defendant.
The Plaintiff was transferred 15,300 shares of the Defendant from H on March 25, 2016.
However, on April 13, 2017, the Defendant issued new shares without notifying the Plaintiff as a shareholder. This is null and void by seriously lowering the value of the Plaintiff’s shares and significantly lowering control over the Defendant by infringing the Plaintiff’s preemptive right guaranteed by the Commercial Act and the articles of incorporation.
3. The defendant.