A. Defendant Company was established on January 27, 2015. Of 3,600 common shares issued by Defendant Company, Defendant E, the representative director of Defendant Company, and 1,800 common shares owned by Defendant D, respectively.

B. On June 24, 2016, Defendant D drafted a share transfer certificate stating that he/she transferred 1,800 common shares of the Defendant Company that he/she owns to Plaintiff A in KRW 9,00,000, and Defendant E also transferred 1,800 common shares of the Defendant Company that he/she owns to Plaintiff B on the same day to KRW 9,80,000,000, and the share transfer certificate confirming the transfer (hereinafter referred to as “instant share transfer contract”) respectively.

C. On August 29, 2016, Defendant D held a temporary general meeting of shareholders to amend its articles of incorporation to increase the total number of shares to be issued by the Defendant Company to 1,000,000 shares, and passed a resolution to issue new shares to 52,00 shares at par value to 52,00 shares at par value.

【A without any dispute, A’s No. 10-3】

2. According to the above facts of recognition as to the cause of the claim, according to the share transfer contract between the defendant E, D and the plaintiffs, the defendant company is obligated to perform the transfer procedure to change the name on the register of shareholders to the plaintiff A by substituting the shares listed in attached Table 1 to the plaintiff A, and the transfer procedure to change the name on the register of shareholders to the plaintiff B by substituting the shares listed in attached Table 2 to the plaintiff B.

3. Judgment on the argument of the defendant company

A. The summary of the Defendants’ assertion: (a) Defendant D borrowed KRW 100 million from F, the father of the Plaintiffs; and (b) prepared the instant share transfer certificate against the Defendant’s 1,800 shares and the Defendant’s 1,800 shares owned by D and E in order to secure the above loan obligation; (c) around August 2016, Defendant D fully repaid F with KRW 100 million.

As above, the share transfer contract of this case was made in the meaning of share transfer.