Exhibit 2.1
ACQUISITION AGREEMENT
JRE, Inc., a New York corporation, (hereinafter sometimes called "JRE" or
"Buyer"), and Cyper Entertainment, Inc., a Korean corporation (hereinafter
called "CYPER"), and the shareholder(s) of CYPER who have executed this
Agreement by execution of Schedule A hereto, and who in the aggregate own 100%
of the outstanding Shares of CYPER (hereinafter sometimes collectively called
Shareholder(s) and individually called Shareholder), agree as follows:
ARTICLE 1.
PLAN OF REORGANIZATION
Plan Adopted
Section 1.01. A plan of reorganization of JRE and CYPER, pursuant to the
provisions of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, is
hereby adopted as follows:
(a) At the Closing, Shareholder(s) will transfer to JRE, the number
of shares of capital stock of CYPER set forth opposite his (her)
name in Schedule A attached, which will constitute in the
aggregate 100% of the issued and outstanding shares of capital
stock of CYPER (hereinafter the "Shares").
(b) At the Closing, Shareholder(s) will deliver certificates, fully
executed and in form for transfer, to JRE, evidencing the Shares.
(c) At the Closing, in exchange for the Shares so transferred by
Shareholder(s), JRE will cause to be delivered to Shareholder(s)
the number of shares of common stock of JRE set forth opposite
the name of each Shareholder(s) in Schedule A attached hereto.
Shares Outstanding After Acquisition
Section 1.02. Upon consummation of this exchange, there will be a total of
14,960,250 common shares of JRE outstanding, of which 4,960,250 shares (33%),
will be held by the old shareholders of JRE, and 10,000,000 shares (67%), will
be owned by the exchanging Shareholders of CYPER. JRE will own 100% of the
outstanding shares of CYPER.
Closing Date
Section 1.03. Subject to the conditions precedent set forth herein to the
obligations of the parties to consummate the transaction, the plan of
reorganization shall be consummated at the offices of Xxxxxx X. Xxxxxxx, counsel
to JRE, 000 Xxxxx Xxxxxx, Xxxxx 000, XX, XX 00000 on or before June 30, 2003, at
10 a.m., or such other place and time as may be fixed by mutual consent of the
parties. The date of such consummation is the "closing date" referred to herein.
ARTICLE 2.
COVENANTS, REPRESENTATIONS, AND
WARRANTIES OF CYPER
Legal Status of Corporation
Section 2.01. CYPER is a corporation duly organized, validly existing, and
in good standing under the laws of the Republic of South Korea, with corporate
power to own property and carry on its business as it is now being conducted,
and is duly qualified to transact business in the Republic of Korea, the only
jurisdiction in which it presently conducts business.
Subsidiaries
Section 2.02. CYPER has no subsidiaries and no interests in any other
corporation.
Capitalization
Section 2.03. CYPER has an authorized capitalization of 20,000,000 Shares,
each of $0.001 par value, of which 1,235,000 Shares are validly issued and
outstanding, fully paid and nonassessable. CYPER has no obligation of any kind
to issue any additional capital stock or other securities, and has no other
outstanding securities.
Status of Shares Being Delivered
Section 2.04. The shares of Common Stock of CYPER to be delivered pursuant
to this plan and agreement of reorganization by Shareholders will be validly
issued, fully paid, and nonassessable voting shares.
CYPER Documents
Section 2.05. There are attached hereto as Exhibits, or supplied under
previous cover the corporate Articles of Incorporation and Bylaws, for CYPER.
All such documents are true copies of originals.
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Performance Not Violative of any Instrument
Section 2.06. The performance by Shareholders of their respective
obligations under this Agreement will not result in any breach of the terms or
conditions of, or constitute a default under, any agreement or instrument to
which CYPER or any Shareholder is a party, or by the terms of which CYPER or any
Shareholder is bound.
Material Contracts
Section 2.07. Except as listed in Exhibits hereto, CYPER is not a party to
or bound by any material, oral or written:
(a) Contract not made in the ordinary course of business.
(b) Contract for the employment of any officer or employee or
commitment for any special bonus, compensation, or severance pay.
(c) Pension, profit sharing, retirement, or stock purchase plan with
its employees or others.
CYPER is not materially in default under any material contract or other
instrument to which it is a party or by the terms of which it is bound.
Litigation
Section 2.08. There are no:
(a) Claims made or pending or threatened against or affecting CYPER.
(b) Actions, proceedings, or investigations pending or threatened
against or affecting CYPER in any court or before or by any
federal, state, municipal, or other governmental agency or
instrumentality.
(c) Orders, writs, injunctions, or decrees of any court or any
governmental agency or instrumentality against or affecting CYPER
which might result in any material adverse change in its assets,
business operations or conditions, financial or otherwise.
CYPER is in compliance with all laws and regulations and all orders and
decrees applicable to it or its business or assets.
At Date of Closing
Section 2.09. From the date of this Agreement, through the date of Closing,
CYPER shall not have:
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(a) Suffered any change in its financial condition or the operations
of its business, materially and adversely affecting its
properties, or the earning power thereof, nor suffered any
damage, destruction or loss, whether covered by insurance or not,
materially and adversely affecting the properties or the earning
power thereof.
(b) Sold, exchanged, or otherwise disposed of any of its properties
or any interest therein.
(c) Except in the ordinary course of business, entered into any
agreement or arrangement selling, exchanging, or otherwise
disposing of any of its assets or granting any preferential or
other right to purchase any of its assets or rights or requiring
the consent of any party to the transfer and assignment of such
assets or rights.
(d) Discharged or satisfied any lien or encumbrance or paid any
obligation or liability, absolute or contingent, other than
current liabilities shown on its financial statement.
Approval of Board
Section 2.10. The Board of Directors of CYPER, acting at a special meeting
thereof called for the purpose, has duly approved the transactions contemplated
hereby and has authorized the execution and delivery of this Agreement by CYPER,
and the performance thereof by CYPER. True copies of the resolution giving such
authorization and approval have been given to JRE, and such authorization and
approval have not since been altered, amended, or revoked.
Character of Statements
Section 2.11. The information provided in this Agreement by CYPER may be
used in a proxy statement, private placement memorandum or registration
statement prepared by JRE in the future, and such information does not contain
any statement which, at the time and in the light of the circumstances under
which it is made, is false or misleading with respect to any material fact, and
does not omit to state any material fact in order to make the statements therein
not false or misleading.
Preservation of and Access to Properties, Information,
and Documents
Section 2.12. From the date of this agreement until the closing date, CYPER
will:
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(a) Except for depreciation through ordinary wear and tear, maintain
and keep its properties in as good condition and working order as
at present.
(b) Preserve in full force to the extent consistent with best
industry practices all its leases.
(c) Operate or cause to be operated all of the properties in
accordance with best industry practices.
(d) Use its best efforts to perform all its obligations under
contracts relating to or affecting the properties.
(e) Exercise all due diligence in safeguarding and maintaining secure
all trademarks, copyrights, formulas, trade secrets, confidential
reports and data, and all other confidential data in its
possession relating to its properties and business.
(f) Use its best efforts to cure all title or other defects of any of
its properties or intangible assets.
No Obligation for Broker's Fee
Section 2.13. Except as set out in Exhibit 2.13 hereto, CYPER has not
incurred any obligation or liability, contingent or otherwise, for a broker's or
finder's fee in respect of the matters provided for in this agreement.
ARTICLE 3.
COVENANTS, REPRESENTATIONS AND WARRANTIES
OF SHAREHOLDERS OF CYPER
Valid and Binding Agreement to Transfer Shares
Section 3.01. This agreement has been duly executed and delivered by
Shareholder(s) and is, (as to each of them), a valid agreement binding upon them
in accordance with its terms. Shareholder(s) have full right and power to
exchange, transfer, and deliver the shares of CYPER to be exchanged by them for
shares of common stock of JRE, as provided in this Agreement, and on such
exchange, transfer, and delivery, JRE will acquire good and marketable title to
the shares of CYPER, free and clear of all voting or other trust arrangements,
liens, encumbrances, equities, and claims whatsoever.
Acquisition for Investment
Section 3.02. The Shares of common stock of JRE to be delivered pursuant to
this Agreement are being acquired by Shareholders for investment and not with a
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view to or for sale in connection with any distribution thereof. Shareholders do
not presently have any reason to anticipate any change in circumstances or any
other particular occasion or event which would cause them to sell any of said
Shares.
Each of the Shareholders represents that he (or she) is an "Accredited
Person", as defined by SEC rules and regulations, is sophisticated and able to
fend for himself, and able and qualified to make his own investment decisions.
Restriction on Sale of Shares
Section 3.03. Unless at the time a registration statement is in effect
under the Securities Act of 1933 covering the Shares of common stock of JRE
delivered hereunder, or an exemption from registration available, Shareholders
will not offer for sale, sell, or otherwise dispose of the Shares under
circumstances which would require the registration thereof under such act.
ARTICLE 4.
COVENANTS, REPRESENTATIONS, AND WARRANTIES
OF JRE
Legal Status of Corporation
Section 4.01. JRE is a corporation duly organized, validly, existing, and
in good standing under the laws of the State of New York, with corporate power
to own property and carry on its business as it is now being conducted, and is
duly qualified to transact its business and is in good standing under the laws
of the State of New York, the only state in which it is presently conducting its
business.
Subsidiaries
Section 4.02 JRE has no subsidiaries and no interests in any other
corporation.
Capitalization
Section 4.03. JRE has an authorized capitalization of 100,000,000 Common
Shares. At the close of business on April 30, 2003, there were outstanding
4,960,250 shares of JRE's Common Stock. JRE has no other securities outstanding
and JRE has no obligation of any kind to issue any additional capital stock
warrants, options, stock rights or other securities.
Status of Shares Being Delivered
Section 4.04. The shares of Common Stock of JRE to be delivered pursuant to
this plan and agreement of reorganization to Shareholders will be validly
issued, fully paid, and nonassessable voting shares.
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JRE Documents
Section 4.05. There are attached hereto as Exhibits or supplied under
separate cover, the corporate Articles of Incorporation and Bylaws, for JRE. All
such documents are true copies of originals.
Performance Not Violative of any Instrument
Section 4.06. The performance by JRE of its obligations under this
agreement will not result in any breach of the terms or conditions of, or
constitute a default under, any agreement or instrument to which JRE is a party,
or by the terms of which JRE is bound.
JRE Shareholders
Section 4.07. At the closing JRE will have approximately 40 shareholders of
record, out of which 35 shareholders will hold in the aggregate 619,000 shares
of free trading stock, and 5 shareholders will hold 4,341,250 shares of
restricted stock.
Material Contracts
Section 4.08. Except for this Agreement or as disclosed in Exhibit 4.08
hereto, JRE is not a party to or bound by any material, oral or written:
(a) Contract not made in the ordinary course of business.
(b) Contract for the employment of any officer or employee or
commitment for any special bonus, compensation, or severance pay.
(c) Pension, profit sharing, retirement, or stock purchase plan with
its employees or others.
JRE is not materially in default under any material contract or other
instrument to which it is a party or by the terms of which it is bound.
Litigation
Section 4.09. There are no:
(a) Claims made or pending or threatened against or affecting JRE.
7
(b) Actions, proceedings, or investigations pending or threatened
against or affecting JRE in any court or before or by any
federal, state, municipal, or other governmental agency or
instrumentality.
(c) Orders, writs, injunctions, or decrees of any court or any
governmental agency or instrumentality against or affecting JRE
which might result in any material adverse change in its assets,
business operations or conditions, financial or otherwise.
JRE is in compliance with all laws and regulations and all orders and
decrees applicable to it or its business or assets.
Acquisition for Investment
Section 4.10. JRE is acquiring the shares of capital stock of CYPER for
investment, and not with a view to or for sale in connection with any
distribution thereof.
Financial Statements
Section 4.11. JRE has delivered to CYPER the audited balance sheet of JRE
as of October 31, 2002, and the related statements of income and retained
earnings for the three years then ended, and a balance sheet as of January 31,
2003, and related statements of income and retained earnings for the four months
then ended (attached hereto as Exhibit 4.11). All such financial statements have
been prepared in conformity with generally accepted accounting principles
applied on a consistent basis and present fairly the financial position of JRE
as of the date indicated, and the results of operations for the periods then
ended subject, however, in the case of the 2003 interim financial statements, to
normal changes resulting from year-end closing of the books.
Activities Since Balance Sheet Date
Section 4.12. Except as previously disclosed to CYPER in writing, since
April 30, 2003, JRE has not:
(a) Suffered any change in its financial condition or the operations
of its business, materially and adversely affecting its
properties, or the earning power thereof, nor suffered any
damage, destruction or loss, whether covered by insurance or not,
materially and adversely affecting the properties or the earning
power thereof.
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(b) Sold, exchanged, or otherwise disposed of any of its properties
or ay interest therein.
(c) Except in the ordinary course of business, entered into any
agreement or arrangement selling, exchanging, or otherwise
disposing of any of its assets or granting any preferential or
other right to purchase any of its assets or rights or requiring
the consent of any party to the transfer and assignment of such
assets or rights.
(d) Discharged or satisfied any lien or encumbrance or paid any
obligation or liability, absolute or contingent, other than
current liabilities shown on its balance sheet, including
noncurrent liabilities so shown which have become current by the
passage of time, and current liabilities incurred since that date
in the ordinary course of business.
(e) Except current liabilities incurred or obligations under
contracts entered into in the ordinary course of business,
incurred or agreed to incur any contractual obligation or
liability, absolute or contingent.
(f) Issued any stock, bonds, or other corporate securities, or any
options with respect thereto.
(g) Except to the extent consistent with past practice, granted any
increase in the compensation of, or paid any bonus to, any
employee.
(h) Except in the ordinary course of business, waived any right or
claim having value.
(i) Declared or paid any dividends, or made, or agreed to make, any
other distribution to any shareholder.
(j) Mortgaged or pledged or, except in the ordinary course of
business, subject to lien, charge, or any other encumbrance any
of its assets, tangible or intangible.
(k) Entered into any transaction or transactions the effect of which,
considered as a whole, would be to cause its net ownership in any
of its- properties to be materially less than it was at such
date.
(l) Except with respect to any such property as may have been
abandoned, or quit claimed in the exercise of good business
judgment in good faith, performed or omitted to perform any act
or acts the effect of which consider as a whole would be to cause
its net ownership in any of its interests to be materially less
than it was at such date.
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(m) Sold, assigned, or transferred any trademarks, patents,
copyrights, proprietary or trade secrets, or other intangible
assets, provided however, that prior to closing, JRE shall
transfer its website and trade name to its president, Xxxxxxx X.
Xxxxxxxx, for nominal consideration.
(n) Had any labor troubles other than routine grievance matters, none
of which is material.
(o) Entered into any transaction other than in the ordinary course of
business.
(p) Made any expenditure for capital items, including construction
and work-in-process, or investment in stock of or advances in any
form to corporations or business firms in excess of $25,000.
Taxes
Section 4.13. The respective amounts set up as provisions for taxes on
JRE's balance sheet of October 31, 2002 are sufficient for the payment of all
unpaid federal, state, county, and local taxes JRE accrued for or applicable to
the fiscal period ended on said date and all fiscal periods prior thereto. JRE
has filed all federal, state, county, and other local tax returns which are
required to be filed, and has paid, or made provision for the payment of all
taxes which have or may become due pursuant to said returns or pursuant to any
assessment received by JRE.
Restriction on Sale of Shares
Section 4.14. Unless at the time a registration statement is in effect
under the Securities Act of 1933 covering the shares of common stock of CYPER
received by JRE hereunder, or an exemption from registration available, JRE will
not offer for sale, sell, or otherwise dispose of the shares under circumstances
which would require the registration thereof under such act.
Approval of Board
Section 4.15. The Board of Directors of JRE, acting at a special meeting
thereof called for the purpose, has duly approved the transactions contemplated
hereby and has authorized the execution and delivery of this Agreement by JRE,
and the performance thereof by JRE. True copies of the resolution giving such
authorization and approval have been given to CYPER, and such authorization and
approval have not since been altered, amended, or revoked.
10
Dividends
Section 4.16. Except with the prior written consent of CYPER, JRE shall not
declare or pay any dividend, or stock dividend, or declare or make any other
distribution to its shareholders, between this date and the closing.
Character of Statements
Section 4.17. The information provided and to be provided by JRE and its
officers and directors to the new officers and directors of JRE, pursuant to
this Agreement may be used in a proxy statements, private placement memorandum,
and registration statements prepared by JRE now or in the future, and such
information does not contain any statement which, at the time and in the light
of the circumstances under which it is made, is false or misleading with respect
to any material fact, and does not omit to state any material fact in order to
make the statements therein not false or misleading.
34 Act Company; Current Reports
Section 4.18. JRE is a company whose common stock is validly registered
under the Securities And Exchange Act of 1934. JRE has filed all reports under
said Act required to be filed with the SEC and is "current" in all such filings.
There are no material misstatements or omissions in the Reports so filed under
said Act.
Public Market
Section 4.19. JRE's common stock is registered for trading on the National
Association of Securities Dealers, Inc. ("NASD") Over-the-Counter Bulletin Board
Market ("OTC; BB"), under the symbol, "JREN". JRE is in good standing on the
OTCBB and a total of 5 market makers currently make market in its stock.
No Obligated for Broker's Fee
Section 4.20. Except as set out in Exhibit 4.20 hereto, JRE has not
incurred any obligation or liability, contingent or otherwise, for a broker's or
finder's fee in respect of the matters provided for in this agreement.
ARTICLE 5.
CONDITIONS TO CLOSE
Performance of Terms and Conditions
Section 5.01.
(a) All terms and conditions of this agreement to be performed by all
parties on or before the closing date shall have been performed.
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(b) Certain non-affiliates (as such term is defined in the Securities
Act of 1933, as amended) who have offered their shares of JRE for
sale in the open market shall have sold shares for an aggregate
sales price of $300,000, net of brokerage commissions, provided
further, that if sales in such amount are not realized by June
30, 2003 then in such event, this Agreement shall automatically
terminate and no party hereto shall have any obligation to any
other party.
Resignations of Directors
Section 5.02. On the closing date, the Board of Directors of JRE shall act
to appoint Duk Xxx Xxxx, Xxxxxxx Xxxxx and Jong Won Yoon as successor directors
to the Board of Directors of JRE, and shall concurrently resign. Effective as of
their date of resignation, the former officers and directors of JRE shall have
no further involvement in the affairs of JRE and shall have no responsibility or
liability for actions or inactions thereafter taken by JRE, and all actions
taken by JRE pursuant to this Agreement, for the issuance of JRE shares to the
Cyper Shareholders, shall be undertaken and performed by the successor directors
and officers of JRE herein named.
The successor Board of Directors of JRE shall thereupon elect the following
officers of JRE:
Duk Xxx Xxxx President,CEO and Director
Xxxxxxx Xxxxx Secretary, Treasurer and Director
Jong Won Yoon Vice-President, Director
ARTICLE 6.
CONSUMMATION OF TRANSACTION
Section 6.01. On the Closing Date, the Shares of Common Stock of JRE to be
delivered pursuant to this plan and agreement of reorganization to Shareholders
will be validly issued, fully paid, and nonassessable voting shares of JRE. As a
result, the CYPER Shareholders upon consummation of this transaction, will own
10,000,000 common shares of the outstanding capital stock of JRE, and the
original shareholders of JRE (and/or their successors) will hold 4,960,250
common shares of the outstanding capital stock of JRE.
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ARTICLE 7.
INTERPRETATION AND ENFORCEMENT
Indemnification
Section 7.01.
(a) Each party hereto agrees to protect, defend, indemnify, and hold
harmless the other party, its successors and assigns, against and
in respect of all loss, damage, or expense occasioned by any
breach by such indemnifying party of any of its representations,
warranties, covenants, or agreements contained herein.
(b) Each party hereto will indemnify and hold harmless the other
party against and in respect of any claim for brokerage or other
commission relative to this agreement or to the transactions
contemplated hereby, based in any way on agreements,
arrangements, or understandings claimed to have been made by such
party with any third party.
(c) Each party agrees to indemnify and hold harmless the other from
any loss, damage, or expenses, including reasonable counsel fees,
sustained or incurred by the other by reason of any claim
asserted against the other as a result of the conduct of the
indemnifying party, its officers or directors.
Notices
Section 7.02. Any notice or other communication required or permitted
hereunder shall be properly given when deposited in the United States mail for
transmittal by certified or registered mail, postage prepaid, or when deposited
with a public telegraph company for transmittal, charges prepaid, addressed:
(a) In the case of CYPER, to:
Cyper Entertainment, Inc.
Attention: Duk Xxx Xxxx
Shindaebang-dong, 000-00
Xxxxx Xxxxx Xxxxxxxx, 0xx Xxxxx
Xxxxxxx-xx, Xxxxx, Xxxxx
Zip Code: 156-710
cc: Xxxxxx Xxxxxxx, Esq.
00000 Xxxx Xxxxxxx Xxxx. Xxxxx 000
Xxx Xxxxxxx, XX 00000
and to such other person or address as CYPER may from time to time furnish.
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(b) In the case of JRE, to:
JRE, Inc.
Xxxxxxx Xxxxxxxx
00 Xxxx Xxxxxx
Xxxx Xxxxxxx, Xxx Xxxx 00000
cc: Xxxxxx X. Xxxxxxx
000 Xxxxx Xxxxxx, Xxxxx 000.
XX, XX 00000
and to such other person or address as JRE may from time to time furnish to
CYPER.
Entire Agreement; Counterparts
Section 7.03. This instrument and the exhibits hereto contain the entire
agreement between the parties with respect to the transaction contemplated
hereby. It may be executed in any number of facsimile counterparts, each of
which shall be deemed an original, but such counterparts together constitute
only one and the same instrument.
Executed effective as of May , 2003
JRE, INC., CYPER ENTERTAINMENT, INC.,
A New York corporation A Korean corporation
By By
---------------------------- ---------------------------
Xxxxxxx X. Xxxxxxxx Duk Xxx Xxxx
Title: Chief Executive Officer Title: President and CEO
--------------------------
Duk Xxx Xxxx,
Individually and
On behalf of the selling
shareholders listed on
Schedule A, pursuant to
Power of Attorney
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Schedule A
Undersigned, being the Shareholders who in the aggregate own 100% of the
outstanding capital stock of Cyper Entertainment, Inc., by their signatures
below, hereby execute the attached "Plan and Agreement of Reorganization by
Exchange by JRE, Inc. of its voting stock for stock of Cyper Entertainment, Inc.
in acquisition of 100% of Cyper Entertainment, Inc. Shares", and concurrently
vote "For" said transaction as shareholders of CYPER. Undersigned represent that
each is a Sophisticated Investor, and that each is an "Accredited Investor", as
defined in SEC rules and regulations.
Xx. Xxx Xxx Jang representing by proxy each of the undersigned shareholders
represents and warrants to JRE and to CYPER that they have full power and
authority to execute this Agreement, and at the closing they have full power and
authority to transfer all of their shares of CYPER to JRE, free and clear of all
claims and encumbrances.
Shareholder's List
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Name S.I. Number JRE Percentage Cyper Shares
-----------------------------------------------------------------------------------------------
Duk Xxx Xxxx 000000-0000000 2,907,980 0.291 399,040
-----------------------------------------------------------------------------------------------
So Xxxxx Xx 000000-0000000 221,538 0.022 30,400
-----------------------------------------------------------------------------------------------
Xxxxxx Xxxx Seo 000000-0000000 218,623 0.022 30,000
-----------------------------------------------------------------------------------------------
Se Xxx Xxxxx 000000-0000000 155,709 0.016 21,367
-----------------------------------------------------------------------------------------------
Mi Xxxxx Xxxx 000000-0000000 175,387 0.018 24,067
-----------------------------------------------------------------------------------------------
Neung Xxxx Xxx 000000-0000000 145,749 0.015 20,000
-----------------------------------------------------------------------------------------------
Sun Xxx Xxx 000000-0000000 145,749 0.015 20,000
-----------------------------------------------------------------------------------------------
1 Su Xxx Xxxxx 000000-0000000 145,749 0.015 20,000
-----------------------------------------------------------------------------------------------
Jong Won Yoon 000000-0000000 145,749 0.015 20,000
-----------------------------------------------------------------------------------------------
Seok Xxx Xxx 000000-0000000 89,876 0.009 12,333
-----------------------------------------------------------------------------------------------
Won Xxxx Xx 000000-0000000 43,725 0.004 6,000
-----------------------------------------------------------------------------------------------
Eun Xxx Xxx 000000-0000000 34,437 0.004 5,000
-----------------------------------------------------------------------------------------------
Byeong Xxx Xxxx 000000-0000000 36,437 0.004 5,000
-----------------------------------------------------------------------------------------------
Suk An 000000-0000000 14,575 0.001 2,000
-----------------------------------------------------------------------------------------------
Gyu Xxxxx Xxx 000000-0000000 7,287 0.001 1,000
------------------------------------------------------------------------------------------------
2 Gang Xxxx Xxx 000000-0000000 20,405 0.002 2,800
------------------------------------------------------------------------------------------------
Hyeon Cheol Park 000000-0000000 15,304 0.002 2,100
-----------------------------------------------------------------------------------------------
Sang Xxx Xxx 000000-0000000 13,846 0.001 1,900
-----------------------------------------------------------------------------------------------
Gyeong Hun Lim 000000-0000000 13,846 0.001 1,900
-----------------------------------------------------------------------------------------------
Xxx Xx Hong 680814-1470682 11,660 0.001 1,600
-----------------------------------------------------------------------------------------------
Sun Ae An 000000-0000000 7,287 0.001 1,000
-----------------------------------------------------------------------------------------------
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Young Dea Bang 000000-0000000 7,287 0.001 1,000
------------------------------------------------------------------------------------------------
Gwang Xxx Xxx 000000-0000000 5,101 0.001 700
------------------------------------------------------------------------------------------------
Xxxxx Xxxxx 000-000-000 500,000 0.050
------------------------------------------------------------------------------------------------
Jae Xxxx Xxxxx 000-000-000 200,000 0.020
------------------------------------------------------------------------------------------------
Joo Xxxx Xxxxx 000-000-000 300,000 0.030
------------------------------------------------------------------------------------------------
Bong Geun Xxx 000000-0000000 145,749 0.015 20,000
------------------------------------------------------------------------------------------------
3 Heon In Xxx 000000-0000000 116,599 0.012 16,000
------------------------------------------------------------------------------------------------
In Ok Xxx 000000-0000000 96,194 0.010 13,200
------------------------------------------------------------------------------------------------
Xxxxxx Xxxx Xxxx 000000-0000000 72,874 0.007 10,000
------------------------------------------------------------------------------------------------
Gyu Xxxx Xxxx 000000-0000000 72,874 0.007 10,000
------------------------------------------------------------------------------------------------
Hyeon Xxx Xxx 000000-0000000 32,065 0.003 4,400
------------------------------------------------------------------------------------------------
Chin Xxxx Xxxxx 000000-0000000 1,756,774 0.176 241,068
------------------------------------------------------------------------------------------------
Kun Yeoul Xxxx 000000-0000000 116,599 0.012 16,000
------------------------------------------------------------------------------------------------
4 Woon Xxxx Xxxx 000000-0000000 67,045 0.007 9,200
------------------------------------------------------------------------------------------------
Yong Jun Xxx 000000-0000000 55,385 0.006 7,600
------------------------------------------------------------------------------------------------
Kook Do Han 000000-0000000 36,437 0.004 5,000
------------------------------------------------------------------------------------------------
Hyeong Xxx Xxx 000000-0000000 29,150 0.003 4,000
------------------------------------------------------------------------------------------------
Geon Xx Xxx 000000-0000000 154,858 0.015 21,250
-----------------------------------------------------------------------------------------------
Jae Gi Jang 000000-0000000 100,202 0.010 13,750
-----------------------------------------------------------------------------------------------
6 Min Seo Gu 000000-0000000 45,547 0.005 6,250
-----------------------------------------------------------------------------------------------
Jang Xxx Xxx 000000-0000000 36,437 0.004 5,000
-----------------------------------------------------------------------------------------------
Yyang Sun Jang 000000-0000000 27,328 0.003 3,750
------------------------------------------------------------------------------------------------
Il Hong Min 000000-0000000 58,300 0.006 8,000
-----------------------------------------------------------------------------------------------
Sang Xxxx Xxx 000000-0000000 36,437 0.004 5,000
-----------------------------------------------------------------------------------------------
Hyeong Sun Hwang 000000-0000000 33,522 0.003 4,600
-----------------------------------------------------------------------------------------------
7 Gyeong Xxx Xxx 000000-0000000 21,862 0.002 3,000
-----------------------------------------------------------------------------------------------
Xxx Xxx Ryu 000000-0000000 14,575 0.001 2,000
-----------------------------------------------------------------------------------------------
Xxxx Xxxx Xxx 000000-0000000 14,575 0.001 2,000
-----------------------------------------------------------------------------------------------
Xxx Xxxxx Yu 000000-0000000 7,287 0.001 1,000
-----------------------------------------------------------------------------------------------
Byeong Xxx Xxx 000000-0000000 60,000 0.006 8,233
-----------------------------------------------------------------------------------------------
Kang Xxx Xxx 000000-0000000 230,769 0.023 31,667
-----------------------------------------------------------------------------------------------
Xxx Sim Xxx 000000-0000000 15,000 0.002 2,058
-----------------------------------------------------------------------------------------------
Hee Xxxx Xxx 000000-0000000 15,000 0.002 2,058
-----------------------------------------------------------------------------------------------
Jung Xxxx Xxx 000000-0000000 60,000 0.006 8,233
-----------------------------------------------------------------------------------------------
Hyung Xxx Xxx 000000-0000000 15,000 0.002 2,058
-----------------------------------------------------------------------------------------------
Dong Xxx Xxx 000000-0000000 40,000 0.004 5,489
-----------------------------------------------------------------------------------------------
Sang Xxxx Xxx 000000-0000000 40,000 0.004 5,489
-----------------------------------------------------------------------------------------------
16
Seung Xxxx Xxx 000000-0000000 50,000 0.005 6,861
-----------------------------------------------------------------------------------------------
Yun Gon Xxx 000000-0000000 562,247 0.056 77,153
-----------------------------------------------------------------------------------------------
Woo Xxxx Xxxx 000000-0000000 25,000 0.003 3,431
-----------------------------------------------------------------------------------------------
Xxxxx Xxxx Yoo 000000-0000000 135,000 0.014 18,525
-----------------------------------------------------------------------------------------------
Jae Xxxx Xxxx 000000-0000000 18,000 0.002 2,470
-----------------------------------------------------------------------------------------------
Total 10,000,000 1.000 1,235,000
-----------------------------------------------------------------------------------------------
17
