1. The plaintiff's appeal is dismissed.

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

The purport of the claim and appeal is the purport of the appeal.

1. On August 9, 2016, the Plaintiff and C entered into a contract for acquisition of new shares and acquisition of management rights (hereinafter “instant contract”) with the Defendant, under which the Plaintiff and C (hereinafter “D”) transfer the management right of the Plaintiff and C (hereinafter “D”) to the Defendant.

On August 18, 2016, the Plaintiff resigned from the office of representative director D.

The main contents of the instant contract are as follows.

Article 2(1) of the Agreement on the Acquisition of New Stocks and the Acquisition of Management Right Co., Ltd. (the basic framework of this transaction) provides that this transaction shall be conducted in such a manner that D will issue new stocks at a cost with a third party allotment under the terms of paragraph (2) of this Article, and that it will be conducted in the manner that the Defendant will become the largest shareholder by acquiring the new stocks in full. (2) Prior to the issuance and acquisition of new stocks under paragraph (1) of this Article, the Plaintiff and C will convert the provisional receipts against D into equity investment

3) This transaction guarantees the Plaintiff’s right to preferential purchase of D’s entire shares after the conversion of shares into investments under paragraph (2) of this Article by the Plaintiff after six months, and its purchase amount is KRW 250 million. As of July 31, 2016, the Plaintiff, based on the financial statements of Article 3 (Plaintiff and C’s conversion of shares) D, has a provisional deposit of KRW 170 million in D, and the Defendant’s acquisition of new shares by the transfer of shares, shall be converted into D in full in accordance with relevant laws and regulations.

2) At the time of debt-to-equity swap, D will acquire 1700 shares of registered common shares with par value at KRW 10,000. D will issue new shares under the following conditions. Article 4 (Defendant’s Acceptance of New Shares) D will acquire them.

(1) Amount of issuance: 400 million won. (2) The issue value per 40,00 won per share. (3) The issue value per 10,000 won per share: The date when the plaintiff and C have completed preparation for the implementation of legal procedures, and shall be within two weeks from the date of conclusion of this contract.

The plaintiff, as the representative director before entering into the contract of this case, is a D's bank.