1. The plaintiff (Counterclaim defendant)'s main claim is dismissed.

2. The plaintiff (Counterclaim defendant) shall be the defendant (Counterclaim plaintiff) with 1,004,684.

1. The principal lawsuit and counterclaim shall be deemed to be combined;

A. The status and relationship between the parties is a stock company that runs the drug distribution business. The defendant is a stock company that runs the construction business and the drug distribution business. C (hereinafter referred to as "C") is a parent company that owns 25,310,773 shares issued by the defendant, and D (hereinafter referred to as "D") is a parent company that owns 25,310,773 shares issued by the defendant, and D (hereinafter referred to as "D") acquires shares issued by the defendant from C on August 18, 2017.

B. On August 18, 2017, C and D entered into a contract for share acquisition and transfer of management rights (hereinafter “instant share acquisition agreement”) with D and D transferred 19,534,987 shares of registered ordinary shares issued by the Defendant to D in KRW 17,581,48,300, and upon transferring the Defendant’s management rights, C and C completed the transfer of ownership to D on the same day.

C. The agreement between C and D based on a share transfer agreement and management right transfer agreement between C and D is attached to September 3, 2017 in order to determine all the matters regarding the instant share transfer agreement.

1. The agreement on the same content as the list (hereinafter “instant agreement”) was reached, and regarding the payment of intermediate payment of the contract, the acquisition of the instant shares was conducted by the Defendant’s asset evaluation of the pharmaceutical sector and transferred the pharmaceutical sector to a person designated by C or C by blanket acquisition, but the difference was to be increased or decreased in the balance based on an intermediate payment of KRW 3 billion.

C and D’s final agreement on September 29, 2017 under the share acquisition limit and management transfer agreement between C and D, to verify the implementation of all the matters of the instant agreement and to re-determine the non-performance thereof.

2. An agreement with the same content as the list (hereinafter “final agreement of this case”) was reached, and with respect to the payment of the balance of the contract, the acquisition of shares of this case was assessed immediately by the Defendant for the assets evaluation of the pharmaceutical sector.