1. The plaintiff's claim is dismissed.

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

1. Basic facts

A. The Defendant (formerly: C) is a listed company that runs Internet online service business, golf driving range, screen golf business, etc., and is the largest shareholder holding approximately 1,272,696 shares of D (hereinafter “Nonindicted Company”) out of 6,275,415 shares of the company. The Plaintiff is a shareholder holding approximately 20.28 shares of the Defendant’s registered common shares.

B. The defendant and the non-party company (hereinafter referred to as the "transferor") and the non-party company (hereinafter referred to as the "transferee") comprehensively conclude a contract to transfer all the E business and related assets of the "transferor" and to carry out the business transfer in good faith as follows.

Article 5 (Effect of Contract of Acquisition by Transfer) Any transaction of acquisition by transfer between both parties under this Agreement shall take effect when each party completes a resolution of the general meeting of shareholders necessary for the conclusion of this Agreement at his/her own responsibility.

Article 9 (Cancellation or Termination of Contracts)

1. The terms "transferr" and "assignee" may cancel or terminate this Agreement by mutual agreement.

2.The "transferr" or "transferee" may cancel or terminate this Agreement without delay upon written notice to the other party if the acquisition by transfer under this Agreement is legally or factually impossible.

1) On the same day after having passed a resolution of the board of directors on March 8, 2017, the Defendant and the non-party company agreed to transfer all of the E businesses (a golf club business, a membership business, a lease business, and real estate and all ancillary facilities for operating the pertinent business) among the Defendant’s business units to the non-party company for KRW 94,893,364,495 (hereinafter “instant business transfer agreement”).

(2) On March 8, 2018, the Defendant expressed its dissenting opinion on the instant transfer of business.