Attached Table 1 is as listed in the Plaintiffs’ List (Law Firm LLC, Attorneys Shin-hwan et al., Counsel for the plaintiff-appellant)

Character Co., Ltd. (Law Firm Jungwon, Attorney Lee Dog-won, Counsel for defendant-appellant)

August 24, 2016

Daegu District Court Decision 2015Gahap40895 Decided December 4, 2015

1. All of the plaintiffs' lawsuits of this case that have been changed in exchange at the trial of the political party are dismissed.

2. The costs of the lawsuit are assessed against the Plaintiffs.

1. Purport of claim

From 09:00 to 18:00 on the business day excluding legal holidays, the Defendant should allow the Plaintiffs or their delegated agents to peruse and copy (including the files, if they are kept in the form of a computer file) the books and documents listed in the separate sheet No. 2 at the Defendant’s head office (including the files, if they are kept in the form of a computer file) (including copying them into photographs and other storage media, such as computer disks). (The Plaintiff requested at the first instance trial that the following purport of the appeal be perused and copied, and the purport of the claim was modified in exchange for the above time when

2. Purport of appeal

The judgment of the first instance is revoked. The defendant shall allow the plaintiffs to peruse and copy the register of shareholders, minutes of the general meeting of shareholders and board of directors, accounting books (all of the balance sheets, income statements, cash withdrawals, etc.), and deposit passbooks under the name of the defendant.

1. Facts of recognition;

A. Status of the parties

1) The Defendant is a stock company established on July 15, 2009 for the purpose of manufacturing and selling surface light chemical agents, which is an industrial scattering prevention system, and environmental pollution prevention projects.

2) The Plaintiffs are residents living in the South-gu Sea-dong, Do-dong, Do-dong, and Dong-dong and Dong-dong, the neighboring port of Posico Co., Ltd. (hereinafter “Posico”), and some of them are the members of △△△△△△△ Council, which are the friendship group organized mainly by their members, after the dissolution of the “△△△△△△△△△ Policy Council.”

B. Circumstances, etc. of incorporation of the defendant company

1) 포항시 남구 해도동, 송도동의 일부 주민들은 2005. 5.경 포스코 포항제철소에서 배출되는 비산먼지 등으로 인한 공해피해에 대응하기 위해 회비를 각 2만 원씩 납부하여 ‘◇◇◇◇◇◇◇대책위원회’라는 명칭의 모임을 결성하였고, 그 무렵부터 위 포항제철소 정문 또는 형산강변 등지에서 공해대책 수립과 공해피해 보상을 요구하는 집회 및 시위를 해왔다.

2) 위 ◇◇◇◇◇◇◇대책위원회 회원들은 2005. 7.경 소외 1을 초대 위원장으로 하여 ‘○○○○○○○○○추진위원회’를 발족하였고, 2008. 초경 그 명칭을 ‘△△△△△△대책협의회’로 변경하였다(이하 명칭변경 전후를 통틀어 ‘이 사건 대책협의회’라 한다). 이 사건 대책협의회는 포스코 등 주변의 공해 발생 업체들을 상대로 민원을 제기하고, 공해에 대한 대책수립과 피해보상을 요구하는 집회 및 시위 등을 하였다.

3) On July 2, 2009, Nonparty 1, the chairman of the Countermeasure Council, prepared a mutually-beneficial cooperation agreement (the evidence No. 2 and No. 1-2 are part of the evidence No. 2) containing the following contents with Nonparty 2, the representative director of the non-party 2, non-party 1, who was the chairperson of the Countermeasure Council, in the presence of Plaintiff 2, who was the non-party 2 (hereinafter referred to as the “mutual-beneficial cooperation agreement of this case”).

본문내 포함된 표 제1조 (목적) 본 협약은 “갑”(이 사건 대책협의회 위원장 소외 1)이 지금까지의 POSCO 포항제철소와의 수많은 갈등과 반목을 정리하고, 향후 상생하는 지역 협의체로서 협력과 윈윈을 통하여 주민의 화합과 안정을 도모하며, 동네발전에 기여함은 물론 봉사와 사랑의 헌신을 통한 지역협의체로 거듭나기 위함이 그 목적이라 할 수 있다. 제2조 (사업분야) “을”(소외 2)은 소유 회사(주식회사 비엠에스)에서 보유하고 있는 “표면경화제 특허권”을 “갑”에게 양도하여 “갑”은 “을”로부터 양도받은 특허권의 표면경화제 납품을 주된 사업으로 한다. 제3조 (자본금) “을”은 “갑”의 단체에서 신규 법인 설립 시 필요한 자본금 2억 5천만 원을 출연한다. 제8조 (단체해제) ① 본 협약이 체결된 이후에 “갑”은 그동안 활동해 온 이 사건 대책협의회를 해산하고 친목단체로 전환한다. ② 본 협약이 체결된 이후에 “갑”은 향후 이 사건 대책협의회에서 추진하고 예정되어 있는 각종 집회와 시위 일정을 전면 백지화한다. 제11조 (특약사항) 1. 법인 주주 구성문제 소외 5, 원고 2, 소외 8, 소외 6 2. 법인 이사 구성문제 소외 3, 소외 9, 소외 10, 소외 4 3. 법인 감사 원고 2 4. 법인 고문 소외 1, 소외 2 5. 기술자문 고문 소외 11 (☆☆☆ 연구원장) 6. 신규 법인 설립 시 주식을 청약하는 주주는 법인설립 후 주식 포기각서를 대표이사에게 제출하여야 한다. 7. 법인 설립 후 향후 6개월 동안 임원은 무보수로 한다. 법인 설립 후 일정기간이 경과되어야 매출이 발생하기 때문임. 단, 대표이사는 예외로 한다.

4) In accordance with the instant Collaborative Cooperation Convention, Nonparty 2 established the Defendant Company by contributing to KRW 250 million on July 15, 2009, and transferred the surface picture patent to the Defendant Company.

5) Pursuant to the above win-win Cooperation Convention, the instant countermeasures council was dissolved, and thereafter, △△△ was established, which is a friendship organization, centering on the members of the instant countermeasures council. △△△△ purpose is to promote the promotion of the welfare of members and their friendship among members with the Defendant’s donations and other earnings, to mutual assistance, and to contribute to the development of local communities through mutual assistance between local residents and local industrial enterprises (see Article 3 of the Regulations).

6) Meanwhile, the total amount of the Defendant Company’s paid-in capital is KRW 250 million, the total amount of outstanding shares is KRW 50 million, and KRW 500 million per share per share, and the register of shareholders of the Defendant Company is registered as the shareholders holding each Defendant’s shares of KRW 100,00 (20%). Nonparty 3, Nonparty 4, Nonparty 5, Nonparty 6 (Representative Director of the Defendant), and Nonparty 75 as the shareholders holding each Defendant’s shares of KRW 10,00 (20%).

7) △△△△ received the profits of Defendant Company, and distributed them to each member, taking into account each member’s participation in the assembly (the calculation of participation points in the assembly).

[Recognition] Facts without dispute, Gap evidence Nos. 1 through 7, Eul evidence Nos. 1, 2, 4, and 5 (including branch numbers), non-party 2, non-party 3, and non-party 1's testimony and the purport of the whole pleadings

2. The plaintiffs' assertion

The Defendant Company established in order to prevent and compensate for pollution damage caused by the Maccoco and the residents of Songdo, and the Committee on the Countermeasures was dissolved pursuant to the above Collaborative Cooperation Convention, and the △△ Group, which is a friendship group, was formed by its members, the entire proceeds of the Defendant Company should belong to the Countermeasures Council or △△△ Group. Furthermore, since shareholders registered in the Defendant’s register of shareholders intend not to exercise rights as shareholders, they are merely entrusted with only the names of the Defendant Company’s shares from the instant Countermeasures Council or the △△△ Group, including the Plaintiffs, and all of the Defendant Company’s private shareholders, including the Plaintiffs, are suspected to have been aware of the fact that the Defendant Company’s non-party 1 and the Defendant Company’s non-party 4 company’s non-party 1 and the Defendant Company’s non-party 1 and the Defendant Company’s non-party 1 and the Defendant Company’s non-party 1 and the Defendant Company’s non-party 1 and the Defendant Company’s non-party 1 and the Defendant 1 and the Defendant company’s company’s shares were suspected to be distributed.

Therefore, the Plaintiffs may request the Defendant to peruse and copy the books and documents listed in the attached Table 2 list.

3. Whether the lawsuit of this case is legitimate

ex officio, we examine the legitimacy of the instant lawsuit.

Article 46(1) of the Commercial Act provides that “The shareholders holding no less than 3/10 of the total number of the issued and outstanding shares of the insurance company may request the inspection or copying of the accounting books and documents with the reasons attached thereto.” According to the above evidence, the above facts were established to prevent conflict between the Countermeasure Council and the Spanco and promote regional cooperation. However, according to the above facts, the Plaintiffs are not currently registered as shareholders of the defendant company, and the above facts and circumstances, i.e., the above facts are as follows: (a) if the shareholders were to be distributed to the non-party 1 and the non-party 2’s shares were not distributed to the non-party 1 and the non-party 2’s shares were not distributed to the non-party 1 and the non-party 2’s shares were distributed to the non-party 1 and the non-party 2’s shares were distributed to the non-party 1 and the non-party 2’s shares were distributed to them.

Therefore, the plaintiffs are not entitled to exercise shareholder rights against the defendant. Thus, the plaintiffs' lawsuit of this case seeking perusal and copy of account books, etc. on the premise that the plaintiffs are shareholders holding shares equivalent to not less than 3/100 of the total number of shares issued by the defendant is unlawful without further review as to the remaining issues.

4. Conclusion

Therefore, since all of the plaintiffs' lawsuits of this case that were changed in exchange at the trial of the party are unlawful, it is decided as per Disposition (the judgment of the court of first instance was invalidated since the plaintiff's previous suit was withdrawn due to the exchange change at the trial of the party).

[Attachment]

Judges Sung-su (Presiding Judge)