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(영문) 부산지방법원서부지원 2019.07.11 2018가합101111
신주발행 무효의 소
Text

1. The instant lawsuit shall be dismissed.

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

Reasons

1. Basic facts

A. The defendant is a stock-listed corporation that runs the business of manufacturing and selling direct logistics and whose shares are listed on the KOSDAQ market.

Plaintiff

A is a shareholder of 683,90 shares issued by the Defendant, and Plaintiff B is a shareholder of 10,00 shares issued by the Defendant.

B. On August 28, 2013, the Defendant’s board of directors passed a resolution on the issuance of “the second unregistered bonds with warrant” in the separate form of private placement of private interest coupons.

The fact that the Defendant issues the total amount of KRW 4 billion and that D Co., Ltd. (hereinafter referred to as “D”) and E Co., Ltd. (hereinafter referred to as “E”) acquire each of these bonds at KRW 2 billion.

C. Accordingly, on September 2, 2013, the Defendant entered into a separate type of bonds with warrants (hereinafter “instant bonds with warrants”) with the following terms and conditions as D and E (hereinafter “instant bonds with warrants”).

Article 165-10 (2) of the former Financial Investment Services and Capital Markets Act (amended by Act No. 11845, May 28, 2013) prohibits a stock-listed corporation from issuing separate-type bonds with warrants. Meanwhile, the said new provision applies to a stock-listed corporation where the board of directors has passed a resolution to issue new stocks, stock-related corporate bonds, etc. first after the enforcement of the said Act (the date three months passed after the public enforcement) pursuant to Article 6 of the Addenda. Thus, the instant bonds with warrants are issued immediately before the enforcement of the said amended Act.

§ 2. The issuing company of the bondholder of the bonds shall issue this bonds in accordance with the terms and conditions set forth in this Agreement, and distribute them to the underwriter as follows, and the underwriter shall pay the amount so agreed to accept:

The terms and conditions of issuance of bonds Article 3: 4 billion won in total of KRW 2 billion E 2 billion in the amount acquired by the acquirer

2. Name of bonds: C second installment bonds with non-registered bonds.

3. Type of bonds: Non-registered private placement bonds with non-guaranteed private placement.

4. Total amount of bonds issued: gold;

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