1. All appeals filed by the plaintiff and the defendant are dismissed.

2. The costs of appeal shall be borne by each party.

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

Basic Facts

On September 1, 2006, C Co., Ltd. (hereinafter “C”) concluded a construction contract for the manufacture and installation of waste incineration facilities and prevention facilities (hereinafter “instant contract”) with D Co., Ltd. (hereinafter “D”) for the purpose of waste collection and disposal business, including the conclusion of the instant contract, with the content that the construction cost shall be KRW 6.5 billion (hereinafter “construction cost”) and the construction period shall be from September 5, 2006 to February 28, 2007, and D completed construction under the instant contract on January 2007.

On May 13, 2008, E, one of the joint representative directors of C, including the issuance of the instant convertible bonds, independently concluded a contract for underwriting of registered convertible bonds (hereinafter “instant convertible bonds”) with the Hanmanman Investment Company (hereinafter “Korea Technology Finance Company”) on behalf of C on the behalf of Korea on May 13, 2008, with a total face value of face value of face value KRW 2 billion, and on November 13, 2009, with a maturity of November 13, 2009 (hereinafter “the instant convertible bonds”).

C received KRW 2 billion from the Hanman Investment on the same day, and paid it to D as a part of the construction cost of this case.

On the other hand, D, on June 13, 2009, acquired the instant convertible bonds by concluding a contract to acquire the instant convertible bonds in KRW 2.2 billion (hereinafter “the instant convertible bonds acquisition agreement”) with the Hanman Investment, and paying the acquisition price of KRW 2.2 billion (hereinafter “the acquisition price of the instant convertible bonds”) on August 13, 2009 with the Hanman Investment.

The Defendant, such as the conclusion of the instant underwriting contract, is a company incorporated on December 9, 2010 for the purpose of waste collection and disposal business, and the Defendant’s assets and liabilities between C and C around December 2010.