1. The defendant's appeal is dismissed.

2. The costs of appeal shall be borne by the Defendant.

Purport of claim and appeal

1..

1. Basic facts

A. On February 1, 2019, the Plaintiff and the Defendant concluded an enterprise transfer and takeover agreement (hereinafter “instant contract”) with the following content that the Plaintiff would acquire, from the Defendant, all of the management rights and outstanding shares of C Co., Ltd. (the representative director: the Defendant; hereinafter “C”) at KRW 270 million.

On the same day, the Plaintiff paid the Defendant the down payment of KRW 27 million under the instant contract.

The purchase price for corporate transfer and takeover contracts: 270 million won - the remainder (in this contract, 270 million won): 27 million won - the base date for the settlement of accounts for acquisition of KRW 243 million: Other matters on April 9, 2019. The acquisition price at the time of acquisition in the state of non-loan to the Financial Cooperative shall be KRW 270 million, and the remainder after deducting the loan from the Financial Cooperative shall be paid from the amount of KRW 270,000,000,000 after the deduction of the loan to the Financial Cooperative.

3. Corporate tax, four major insurance, taxes and public charges, etc. shall be the settlement key immediately when any balance arises;

Article 5 (Methods of Payment) The purchase price for the proposal shall be paid as follows, and the total amount thereof shall be paid in cash by Eul (the plaintiff, the same shall apply hereinafter) to Gap (the defendant, the same shall apply hereinafter) in the designated account:

B shall pay the down payment to A at the time of this contract.

B shall pay the intermediate payment and the balance to A on the designated date.

The date the balance is paid shall be the date of taking over the company. If an intermediate payment or balance is not paid, the contract shall be deemed terminated due to a cause attributable to the B.

At this time, the down payment shall belong to Party A.

The portion for which the payment period of taxes and public charges, etc. to be paid by management of A prior to the payment date of the balance under Article 12 (Matters to be treated in Balance) is yet to elapse shall be deducted from the balance as the reserve amount, and then the subsequent payment shall be made on

A shall prepare and present financial statements arranged for financial changes on the balance payment date by the date of settlement of accounts for takeover.

Provided, That where it is impracticable to prepare and present financial statements due to the reasons of Gap, Gap shall be liable for the unpaid debts and arrears by the payment date of the balance.