1. The plaintiff's appeal is dismissed.

2. The costs of appeal shall be borne by the Plaintiff.

Purport of claim and appeal

The first instance court.

1. Facts of recognition;

A. On August 2015, Defendant B, who was the representative director of the Plaintiff and Defendant C Co., Ltd. (formerly: D; hereinafter “Defendant Company”), was the largest shareholder, made a prior agreement on the acquisition of the shares and the right of management of Defendant B (hereinafter “instant agreement”) and the main contents thereof are as follows.

1. Major agreed matters (1) The total acquisition value of Defendant B’s stocks held by 3,423,533 shares (45.64%) and management rights shall be eight billion won.

C. However, for the improvement of the financial structure and the success of capital increase for the stabilization of liquidity crisis of the defendant company, mutual agreement is reached and made to make public notice of the acquisition of the shares and the management rights of the defendant B within two weeks after the capital increase is paid.

(2) TWENIT ACT. - The Plaintiff and the Defendant B will transfer the price for transfer to the bank and securities account designated by each other, as well as the shares of the Defendant Company, upon the conclusion of this Agreement:

[Simple Over-the-counter trading, acceptance of shares, 342,353 shares, and acquisition amount of KRW 800 million] - Subscription for new shares (30 billion won) within two weeks from the date of payment, and the Plaintiff and Defendant B entered into an official share and management right acquisition agreement and decided to convene a general meeting of shareholders and a public notice and a provisional meeting of shareholders.

[3,081,180 shares of acceptance and acquisition, and 7.2 billion won amount of acquisition];

2. The Plaintiff’s obligations and responsibilities (1) After the conclusion of this Agreement, the Plaintiff would immediately start the business of restructuring and financing by taking over the substantial management rights of the Defendant Company’s company from the Defendant B for the success and reorganization of the capital increase issued by the Defendant Company (30 billion won).

(4) In the event that capital increase (30 billion won) of Defendant Company, which is undertaken under the lead of the Plaintiff after the conclusion of this Agreement, is not paid by the Plaintiff at least 80%, the Plaintiff is required to revoke and accept all business and human resources conducted after the completion of this Agreement within seven days from the date of completion of capital increase, and this Agreement is null and void.

3. The obligations and responsibilities of Defendant B (3).