1. The judgment of the first instance, including the Plaintiff’s claim for exchange change in this court, is as follows.

1. The reasoning for this part of the basic facts is the same as that of the judgment of the court of first instance, and thus, they are cited by the main sentence of Article 420 of the Civil Procedure Act.

2. The Plaintiff asserted that the Plaintiff agreed to receive 20% of Defendant B’s shares at the time of completion of a refining plant under the conditions that the Plaintiff introduced investors to Defendant B, received credit guarantee from the Korea Credit Guarantee Fund for the loan from the financial institution, and the loan necessary to complete a good meritorious shop in Yong-Namnam-gun E (hereinafter “instant stock transfer condition”). The Defendants drafted and issued the instant letter stating such content to the Plaintiff.

However, as the Plaintiff fulfilled all the terms and conditions of the instant stock transfer, Defendant C and D shall transfer 20% of their shares out of the shares listed in the separate sheet to the Plaintiff, and Defendant B shall be obligated to implement the transfer procedure for the shares transferred to the Plaintiff as stated in the separate sheet.

3. Determination as to the cause of action

A. In principle, prior to the issuance of share certificates is not allowed, but if shares are not issued at the lapse of six months from the time of the occurrence of the effect of shares, shareholders may transfer shares.

(Article 335(3) of the Commercial Act. In this case, the transfer of shares prior to the issuance of share certificates takes effect only with the declaration of intention of the parties, and any person who has acquired shares prior to the issuance of share certificates may, barring any special circumstance, request the change of the transfer of shares to the company by proving that he/she acquired shares

However, in order to oppose the transfer to a third party other than the company, considering that the transfer notification or acceptance by the certificate with a fixed date should be made in accordance with the transfer of nominative claim, the transferor shall be the same as the company.