The plaintiff's appeal is dismissed.

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

The purport of the claim and the purport of the appeal are the judgment of the first instance.

1. Facts of recognition: Article 3 (Establishment of New Corporation): Establishment of the plaintiff as a Korean corporation to supply the non-party corporation, the defendant, the representative of the non-party corporation, holds 100% of the plaintiff's shares, and the management (operation) of the plaintiff shall be entrusted to E.

Plaintiff

The capital (50 million won) entered at the time of incorporation shall be borne by the first E, but in principle, E shall be recovered from the cost of delivery made by the Nonparty Corporation within two months.

E has acquired 100% of the Plaintiff’s shares, and if the business registration certificate is issued, the entire shares shall be transferred to the Defendant immediately.

Article 4 (Distribution of Profits) ① 70% out of profits, excluding operating expenses, shall be allocated to the defendant and 30% to E.

(2) The amount of KRW 50 million invested by E in the capital for the establishment of a plaintiff shall be repaid from the initial profit of the plaintiff or the cost of delivery by the non-party Corporation.

Article 5 (Matters of Special Agreement) (2) In promoting this project, it is confirmed that the amount paid or scheduled to be paid from November 11, 2016 to April 31, 2017 is KRW 3,800,000.

This amount shall be deducted from the Plaintiff’s capital, and the remaining amount shall be paid as capital.

(3) An amount excluding an estimated amount of cash expenditure out of the remaining capital shall be deposited in the Plaintiff’s corporate account, and an estimated amount of cash expenditure shall be managed and kept jointly by Defendant and E.

(4) The amount kept separately as the expenses already paid and cash use amount of the plaintiff's capital shall be recorded as the defendant's capital obligation amount or provisional payment amount.

A. The Defendant, while operating a limited-liability Corporation in China (hereinafter “Non-Party Corporation”), provided for the business of supplying powder products from Korea Food Company D Co., Ltd. (hereinafter “D”) and supplying them to China.

The Defendant, around November 2016, intends to establish a company (Plaintiffs) that will act on behalf of Nonparty E in the Republic of Korea with the business partnership of Nonparty E, and has engaged in activities necessary for the establishment from around that time. On April 6, 2017, the following joint venture agreements with E (hereinafter “joint venture agreements”).