The defendant's appeal is dismissed.

Expenses for appeal shall be borne by the defendant.

Purport of claim and appeal

purport.

1. The court's explanation of this case is identical to the reasoning of the judgment of the court of first instance, except for the addition of the judgment by this court under paragraph (2) of this Article, thereby citing this case as is in accordance with the main sentence of Article 420 of the Civil Procedure Act.

2. The Defendant asserts that, as the grounds for appeal, the instant agreement is an invalid act with no legally binding force as a shareholder agreement. Even if the agreement is deemed valid, the Defendant did not fulfill the obligation under the provision granting personnel and management rights, and the obligation under the physical division clause was not due, and the due date did not arrive. Even if the due date arrives, the instant company is at the risk of delisting if the physical division is conducted at the time of the due date, and there is a justifiable reason for delay in its performance. Furthermore, the penalty penalty prescribed under the instant agreement is excessively null and void.

The above assertion made by the defendant in this court is not different from the contents of the defendant's assertion in the first instance court, and even after examining all the evidence submitted in the first instance court and the evidence submitted in this court (including evidence Nos. 12-36 and 12-36), the defendant's assertion is rejected and the first instance court's decision, which is the plaintiff's claim, is justified. In particular, considering the above adopted evidence, it is determined that the defendant reviewed the feasibility through thorough accounting and legal verification with respect to the company of this case and agreed on the agreement of

Therefore, as alleged by the Defendant, even if the “ossibility of existence as a listed company” of the instant company is a natural premise for physical division as stipulated in the instant agreement, the Defendant shall be deemed to have planned to satisfy the said premise under its own responsibility or risk burden at the time of physical division scheduled under the instant agreement, and the penalty provisions of this case shall be imposed.