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On March 28, 2014, the defendant confirmed that the resolution to amend the articles of incorporation in the attached list, which was made by the ordinary shareholders' meeting, is null and void.
Reasons
1. Facts of recognition;
A. The Defendant is a stock company established for clothes, industrial purposes, and other synthetic fibres manufacturing business, and is a KOSDAQ-listed company. The total number of shares issued is 13,573,965 shares (12,508,712 shares if the shares are excluded from non-voting shares) and capital is 6,886,982,50 won, and the Plaintiff is the Defendant’s shareholder who acquired the Defendant’s shares around May 2017.
B. On March 13, 2014, the Defendant, at the meeting room of the Defendant’s main office located in the Seoul Special Self-Governing Province, decided to present the proposal to the general meeting of shareholders as stated in the attached list to the general meeting of shareholders, at the meeting room of the Defendant’s main office located in the Seoul Special Self-Governing Province.
C. On March 28, 2014, the Defendant held a regular shareholders’ meeting at the second floor of the Defendant’s research institute located in D, and the above shareholders’ meeting passed a resolution to amend the articles of incorporation as stated in the attached list (hereinafter “instant resolution”).
On the other hand, the Commercial Act and the provisions of the defendant's articles of incorporation amended according to the resolution of this case (However, Article 30 newly established the provisions of Article 2 and Article 30) are as follows.
(1) Except as otherwise provided in this Act or in the articles of incorporation, a resolution of the general meeting shall be adopted by a majority of the voting rights of the shareholders present at the meeting and by not less than 1/4 of the total number of issued and outstanding shares.
Article 433 (Method of Amendment of Articles of Incorporation) (1) Any amendment of the articles of incorporation shall be made by a resolution of the general shareholders'
A resolution pursuant to Article 433 (Special Resolution for Amendment of Articles of Incorporation) (1) shall be adopted in the number of votes of not less than two thirds of the voting rights of stockholders present at the meeting and not less than one third of the total number of issued and outstanding votes.
Article 522 (Written Agreement of Merger and Resolution of Approval) (1) In the course of a merger of a company, approval of the general meeting of shareholders shall be required.
(3) A resolution for approval under paragraph (1) shall be made in accordance with Article 434.
Article 30 (Method of Resolution of General Meeting of Shareholders)