1. The defendant (Counterclaim plaintiff)'s counterclaim of this case shall be dismissed.

2. The Defendant-Counterclaim Plaintiff (Counterclaim Defendant) is 190,000.

1. Basic facts

A. The Plaintiff and the Defendant jointly managed the Plaintiff and the Defendant’s non-party company’s joint management agreed to jointly manage the corporations engaged in water supply and sewerage system installation works, building installation works, steel sales business, etc., and the consulting business was established with the purpose of consulting business and the registration of dissolution was completed on September 8, 2004, thereby changing the business purpose to D (hereinafter “non-party company”) and changing the company’s trade name into the same content, and simultaneously commencing the operation of the non-party company by mutual consultation between the Plaintiff and the Defendant as their representative director at the same location.

B. Around October 2007, the Defendant’s sole management (i.e., the Defendant’s sole management) and the Defendant’s joint management system operated the non-party company, resulting in the Plaintiff’s fraud of KRW 190,000,000 to E in relation to steel transactions led by the Defendant, and the Nonparty company’s operation and financial standing became difficult.

B. At around July 2008, the Defendant requested that the Defendant transfer the right of operation of the non-party company owned by the Plaintiff to the Defendant, on the following grounds: (a) if the Defendant independently exercises the right of operation of the non-party company, it would be easy to purchase the construction owner and the middle and high steel products; and (b) it would be possible to preserve the enemy of the non-party company

On July 11, 2008, the Plaintiff accepted the Defendant’s proposal and completed the registration of resignation from the representative director of the non-party company on July 17, 2008. On July 17, 2008, the Plaintiff prepared a business agreement with the Defendant to exercise the management right of the non-party company solely by the Defendant (hereinafter “instant business agreement”). On the same day, pursuant to the instant business agreement, 3,000 shares out of 20,000 shares issued by the non-party company (10,000 shares per share) were additionally transferred to the Defendant, and the total number of shares owned by the Defendant was 5,000 shares.

Business Agreement Co., Ltd. D.