On February 3, 2020, the defendant appointed D as an in-house director in a written resolution of shareholders in lieu of holding a special shareholders' meeting.

1. Basic facts

A. The Defendant was a company established on January 13, 200 for the purpose of soil construction business, etc., and owned a total of 20,000 shares (10,000 won per share, and 200 million won) as of November 26, 2019, and E owned all shares.

The F Co., Ltd. (hereinafter referred to as “Co., Ltd.”) and G Co., Ltd. (hereinafter referred to as “Co., Ltd.”) are companies with the objective of corporate management consulting, building construction business, etc., and all of the representatives of each Co., Ltd.

B. On November 22, 2019, the Defendant was awarded a subcontract for reinforced concrete and other construction works among H Co., Ltd., with the price of construction KRW 18.134 million, on the part of the I Corporation.

(hereinafter referred to as “instant subcontract”). C.

On November 26, 2019, the Defendant borrowed KRW 800,000 from J on November 26, 2019 from the due date for payment of KRW 50,000 on May 25, 2020 and interest KRW 50,00,000. The Defendant’s total shares issued 20,000 shares and E, the representative director of the Defendant, offered the shares as security.

(hereinafter “instant loan agreement”). D.

On November 26, 2019, the Defendant concluded a consulting service contract with the purport that F and F provide consulting services related to the above subcontract and project cost of KRW 800 million, and the Defendant shall pay F KRW 270 million at the service cost (hereinafter “instant consulting service contract”).

E. In addition, on December 2, 2019, the Defendant entered into a joint agreement (hereinafter “instant joint agreement”) with the effect that F and F acquire 10,001 shares out of 20,000 shares issued by the Defendant for the purpose of securing 10,000 shares, and play the role of obtaining orders for new businesses and raising funds, and the Defendant shall pay F consulting service costs (7% of the contract amount x 30% of the contract amount) to each owner of construction and new business (hereinafter “instant joint agreement”).

F. In accordance with the above joint project agreement on the same day, E and the plaintiffs, E are the defendant's shares of 9,900 shares to the plaintiff, and the plaintiff.