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1. The plaintiff B’s lawsuit seeking confirmation of the resolution of the general meeting of shareholders and the resolution of the board of directors, and confirmation of the issuance of new stocks.
Reasons
1. Basic facts
A. On November 24, 201, the Plaintiff prepared the minutes of the general meeting of shareholders stating that “the Defendant Company held a temporary general meeting of shareholders at the meeting room of the head office of 10:00 on November 24, 201, while the Plaintiff Company was present at the meeting of the head office of 10:0, the resolution to elect Nonparty G, H, I, and J as a director of each of the Defendant Company (hereinafter “the resolution of the instant general meeting of shareholders”).
B. G, H, I, and J, elected as a director by the resolution of the general meeting of shareholders of the instant case, held the board of directors at the meeting room of the head office on November 24, 201, and the said board of directors passed a resolution to elect G as the representative director of the Defendant company (hereinafter “instant resolution by the board of directors”).
C. On November 28, 201, G was based on the resolution of the general meeting of shareholders and the resolution of the board of directors of the Defendant Company, and on November 24, 201, on the corporate register of the Defendant Company, Plaintiff A and K respectively resign from office as director and representative director of the Defendant Company, and Plaintiff B and D respectively from office on the same day, and G completed registration of change on November 24, 201 that the Defendant Company was assigned to office director and representative director of the Defendant Company as well as the representative director, H, I and J as of November 24, 201.
On the other hand, on November 24, 201, Plaintiff A decided to sell a total of 60,000 shares issued by the Defendant Company (25,000 shares owned by Plaintiff B and Nonparty L on the register of shareholders) to G. On December 1, 201, Plaintiff A reported shareholders change that Defendant D owned 36,00 shares out of the Defendant Company’s shares, Defendant F and E owned 12,00 shares, respectively.
E. After that, G, at the office of 09:00 head office on April 6, 2012, G, in the presence of two of three shareholders, prepared the minutes of the provisional shareholders’ meeting to the effect that Article 5 of the Articles of incorporation of the Defendant Company was made to the effect that the Defendant Company made a resolution to modify the contents of the shares to be issued by the Defendant Company to 200,000 shares.
F. G, H, I, and J are subject to the above resolution of the general meeting of shareholders.