The appeal is dismissed.

The costs of appeal are assessed against the Plaintiff.

The grounds of appeal are examined (to the extent of supplement in case of supplemental appellate briefs not timely filed).

1. Whether the Plaintiff acquired its own shares for the purpose of stock retirement (ground of appeal No. 1)

A. Whether a sale of stocks constitutes a transfer of stocks, or whether a capital transaction constitutes stock retirement or capital refund, is a matter of interpretation of a legal act, and must be determined based on the substance and intent of the parties. However, under the substance over form principle, not simply depend on the content or form of a contract, the entire process of the transaction, such as the party’s intent and the process of concluding a contract, the method of determining the price, and the progress

(See Supreme Court Decision 2012Du27091 Decided May 9, 2013, etc.). B.

The court below acknowledged the following facts by taking full account of adopted evidence.

On January 12, 2011, the Plaintiff purchased the total sum of 4,980 shares of the Plaintiff (hereinafter “instant shares”) from K, L, G, H, and I (hereinafter “transfer shareholders”) (hereinafter “transfer shareholders”) to KRW 5,695,128,00 per share (hereinafter “instant shares”) and transferred the purchase price to the transferor shareholders.

On April 5, 2012, the Plaintiff held a temporary general meeting of shareholders and resolved to retire the instant shares acquired from the transferor shareholders, and registered the change of capital reduction on May 10, 2012.

Based on these facts, the lower court determined that the instant stock transaction was made as a part of the capital reduction procedure by means of stock retirement, based on the following reasons.

(1) The Plaintiff, who had engaged in real estate leasing business, acquired shares whose acquisition is limited under the former Commercial Act (amended by Act No. 10600, Apr. 14, 201) on the same day, and takes any measures to dispose of them.