1. The Defendant (Counterclaim Plaintiff) paid KRW 552,462,342 to the Plaintiff (Counterclaim Defendant) and its amount from December 1, 2015 to October 20, 2016.

A principal lawsuit and a counterclaim shall be deemed simultaneously.

1. Basic facts

A. On April 14, 2010, the Plaintiff engaged in the business of manufacturing semiconductor PED products entered into a supply contract with the Defendant who is engaged in the business of manufacturing the electronic equipment, and supplied the Defendant with the products of the ESD package. On July 1, 2015, the Plaintiff changed the former contract to the “standard subcontract basic transaction contract” on the part of the Defendant.

(hereinafter referred to as “instant contract”). B.

On September 30, 2015, the Plaintiff and the Defendant issued a tax invoice to the Defendant for the issuance of the monthly product at the time after the completion of the Plaintiff’s production and the delivery of the tax invoice at that time (Article 25(1) of the contract). Accordingly, on September 30, 2015, the Plaintiff filed a claim with the Defendant for the payment by issuing a tax invoice for KRW 552,462,342 for the supply price of the relevant month.

C. The Plaintiff, in part of the process ordered by the Defendant, re-issued to SPelD Co., Ltd. (hereinafter “SPELD”), holding a share of 25% (hereinafter “SPD”), and EPelD was supplied with raw materials from the Defendant and its specially related parties, Seoul PPS Co., Ltd. (hereinafter “Seoul PPS”), holding approximately 68% of the shares. The Plaintiff was declared bankrupt on November 11, 2015.

(Seoul Central District Court 2015Hau100157, hereinafter referred to as the "instant bankruptcy proceeding"). D.

On June 22, 2016, the Defendant issued a offset notice to the Plaintiff, “The amount of the claim against the Party’s return is the amount calculated by deducting the agreed amount of KRW 24,750,912 (23,307 USD) under the “Agreement on Payment of September 5, 2014,” which was claimed by the Defendant for September 2015, from KRW 552,462,342, the amount of the claim against the Party’s return is the amount calculated by deducting the agreed amount of KRW 24,750,912 (23,307 USD) under the “Agreement on Payment of June 5, 2014.”

hereinafter referred to as "the notice of offset of this case"

(iii)(s)(s).