A. At the time of May 1, 2009, Plaintiff A entered into a contract with F as of May 1, 2009, under which the entire shares of Defendant Company and the business site of solar power plants, and all authorizations and permissions related to solar power generation business are transferred to KRW 420,00,000, and paid the F the price to F by May 11, 2009.

B. On May 11, 2009, Plaintiff A was the representative director of Defendant Company; Plaintiff B, the wife of Plaintiff A, the auditor of Defendant Company; and Plaintiff D, the wife of Plaintiff A, respectively, was the inside director of Defendant Company.

Around that time, the shares issued by the Defendant Company were 25,000 shares. The shares issued by the Plaintiff Company were entered as shareholders of 8,333 shares by the Plaintiff, and Plaintiff B, as shareholders of 8,334 shares, and September 3, 2012, as shareholders of 16,66 shares and 8,334 shares by Plaintiff B.

C. On May 21, 2014, Plaintiff B agreed to sell to D the transfer price of KRW 83,340,000 to the Defendant Company’s shares in its own name, with KRW 83,334,00, and in lieu of receiving the sale price, Plaintiff B agreed to pay KRW 66,60,000 (= KRW 150,000), which is the difference between December 20, 2014, (i.e., KRW 150,000 - KRW 83,340,000) to D.

Accordingly, on June 20, 2014, the shareholder registry of the Defendant Company entered D as a shareholder of the entire shares (25,000 shares).

D The minutes of the extraordinary general meeting of shareholders dated June 16, 2014, stating that the principal, who holds all shares, was present at the meeting without undergoing the convocation procedure of the general meeting of shareholders, was subject to the resolution set forth in Paragraph (1) of this Article (hereinafter “instant resolution”). Accordingly, on June 18, 2014, the registration of dismissal of Plaintiff A’s inside director and representative director, registration of appointment of D representative director, and registration of appointment of inside director was completed.

E. The provisions pertaining to this case in the articles of incorporation of the defendant company are as follows.

Article 21 (Person Authorized to Convene) (1) Except as otherwise provided for in Acts and subordinate statutes, a general meeting of shareholders shall be held by the representative director.