The Prosecutor’s appeal against the Defendants is dismissed.

1. The main purpose of the grounds for appeal is to lead the resolution of the general meeting of shareholders that the company should bear the liabilities in contravention of the articles of incorporation by Defendant A, the representative director, Defendant B, and the auditor, who are shareholders and directors of the E company, constitutes an act in contravention of the duties under Article 622 of the Commercial

2. Determination

A. On May 12, 199, the summary of the facts charged of this case E Co., Ltd. (the change to FF Co., Ltd.) issued convertible bonds to Defendant A through a resolution of the board of directors on May 12, 199, and Defendant A exercised the right to convert into the above convertible bonds on January 15, 2001. At the time, Article 17(5) of the above company’s articles of incorporation provides that “In convertible bonds, the conversion shall be made at the end of the business year to which the time when the request for conversion is made with respect to the distribution of profits or interest on the stocks issued by conversion into stocks” (Article 17(5) of the above company’s articles of incorporation. Thus, Defendant A is recognized as a shareholder only from December 31, 201, and it does not constitute a shareholder at the time of resolution of distribution of profits of the above company in 200 through the general meeting of shareholders on March 2

Nevertheless, the Defendants held a temporary general meeting of shareholders to decide to pay dividends to the Defendant A retroactively to the operating income of the company in 2000.

Accordingly, on August 17, 2007, Defendant B, the representative director of the company, notified G et al. to the effect that “A shall hold a general meeting of shareholders on the agenda of the payment of accrued dividends to a major shareholder on March 2001.” On August 31, 2007, Defendant B, the representative director of the company, held a provisional general meeting of shareholders on August 31, 2007. The above general meeting of shareholders attended by Defendant A, the major shareholder, and “A” owned 20,000 shares of the above company from January 15, 2001, but did not receive dividends on March 31, 200, and therefore, it was not paid dividends on the dividend amount of KRW 63,710,000 shares, etc. to A from August 31, 207, 200 per share of KRW 20,300 per share, and six months during June 5, 2005.