Defendants are innocent.

1. The summary of the facts charged is that Defendant A acquires L, a company that is a company that develops and sells security software (hereinafter “L”) around the end of January 2005, and thereafter is the chairperson of L and its affiliate; Defendant B is a person in charge of fund management of L and its affiliate; and M is a person who operates L along with Defendant A as the wife of Defendant A.

In the case of corporate acquisition and merger (hereinafter "M&A"), many time is required until the completion of M&A, and in the case of L, a listed company, M&A, there are various restrictions (such as the burden of disclosure to the acquisition of an enterprise that is not related to the main business, the burden of disclosure to the public, and the need for smuggling in the process of M&A) due to the disclosure. The Defendants established N&A corporation (the representative M, the representative M, the corporation's O on October 30, 2008; hereinafter "N") with the purpose of corporate consulting on venture businesses and M&A mediation on May 27, 2005, and changed its trade name into the N&A with the purpose of corporate consulting on venture businesses, M&A mediation from the end of 206 to the end of July 2007 to the end of October 208, 207.

Defendants and M, as L’s operators, had L purchase about 17,50 N& 17,50 shares owned by Defendant A and M (including approximately 20% shares) around October 2008, comprehensively taking into account N’s financial status and business prospects. Since the realization of unlisted shares is not good, there was a duty to determine a reasonable purchase price and make L not subject to unjust losses by fairly assessing the purchase price.

In addition, the Defendants and M are the companies whose assets or organizations were owned by N as the operators of N only the role of L's M&A brokerage or contract title without almost anything, and L already holds 100% of the N's shares through their own and friendly shares, and they hold 20% of the N's shares in the name of Defendant A and M, a related party.