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1. The plaintiff's claim is dismissed.
2. The costs of lawsuit shall be borne by the Plaintiff.
Reasons
1. Basic facts
A. The Defendant owns 100% of the shares of C Co., Ltd. (hereinafter “C”), and C owns 100% of the shares of D LLC located in China (hereinafter “D”).
B. Although the Plaintiff acquired D’s shares, the Plaintiff entered into an agreement on stock acquisition with the Defendant on January 12, 2009, to acquire the new shares to be issued by D or C in the future, as follows. The time of payment of down payment - down payment (in advance: payment of down payment: KRW 1 billion within 10 days from the date of the contract).
- The number of payments and the specific time for the remaining 2.5 billion won will be determined by mutual consultation with the Plaintiff and the Defendant according to D’s progress of the project.
Details of acquired stocks
3. The defendant takes measures to enable the plaintiff to acquire the shares and equities of D in the following cases where it is legally permitted to acquire and hold shares and equities by the plaintiff due to the revision of Chinese laws and regulations.
- The method of acquiring shares/shares: the participation by the Plaintiff in D’s capital increase (third party allocation) - the number of shares/shares: at the time of the remainder payment of the Plaintiff’s shares at the time of the remainder payment, the appraisal of D’s stock value and the issuance of shares/shares equivalent to the above acquisition value (3.5 billion won
4. The Plaintiff has the right to participate in the issuance of new shares by C instead of acquiring shares and equities of D pursuant to the above paragraph (3).
In such cases, the value and quantity of new shares to be acquired by the plaintiff shall be determined by an agreement between the plaintiff and the defendant, and the value of the subscription shall be based on the value and the market price of
5. In accordance with the above provisions of paragraph (3) or (4), when the Plaintiff is not entitled to acquire D’s shares/shares or new shares due to the relevant laws and regulations of China or inevitable reasons, the Defendant shall return all the amounts paid by the Plaintiff.