1. There is no resolution to appoint D as an internal director and representative director at a general meeting of shareholders of the defendant mentioned in the attached Form.

1. Basic facts

A. The defendant is a corporation established for the purpose of system integrated operation services, etc., and the plaintiffs are the present shareholders of the defendant company.

B. The minutes of the provisional shareholders' meeting held on December 21, 2018 of the Defendant Company stated that the resolution was made to appoint D as directors and representative directors (hereinafter "the above provisional shareholders' meeting of this case"; hereinafter the above resolution was referred to as "the resolution of this case") while two shareholders (134,000 shares of the shareholders present) among three shareholders (20,000 shares total number of total shares) were present at the meeting of the total shareholders on the same day.

C. Accordingly, on December 24, 2018, registration was completed on December 21, 2018, that D was appointed as an internal director or a representative director of the Defendant Company’s corporate register.

[Ground of recognition] Facts without dispute, Gap evidence 1, 2, Eul evidence 6, the purport of the whole pleadings

2. The plaintiffs' assertion and judgment

A. The main shareholder meeting of this case was not held, and the plaintiff A who held 70% (140,000 shares) of shares of the defendant company at the time of the resolution of the general shareholder meeting of this case did not have a notice for convening the above general shareholder meeting of this case. Since there is a serious defect to the extent that such resolution cannot be deemed to exist, the non-existence of the above resolution shall be confirmed.

B. (1) In the case of a so-called one company whose total shares are owned by a person in the pertinent legal principles, it is obvious that the shareholder is the sole shareholder and the resolution will be made at the general meeting of shareholders. Therefore, it is not necessary to separately convene the general meeting, and there was no fact that the general meeting was held.

Even if a resolution was made by one shareholder and the minutes of the general meeting of shareholders were prepared, such resolution may be deemed to have been made unless there are special circumstances, and this point shall be lent by one person in the name of another.