1. The plaintiff's claim is dismissed.

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

1. Basic facts

A. From June 10, 2015, C acquired shares and management rights of 2750,000 shares owned by D from D, and secured management rights by taking office as the representative director of the Defendant on July 24, 2015. The Plaintiff was appointed as the Defendant’s internal director on September 7, 2015.

B. C, on December 22, 2015, has caused legal disputes, such as filing a lawsuit against D with respect to a share and management transfer contract, and resigned from the Defendant’s representative director and director, and on the same day, the Plaintiff was appointed as the representative director, and thereafter C actually operated the Defendant.

C. Meanwhile, on October 17, 2015, the Defendant entered into an agreement with E Co., Ltd. (hereinafter “E”) to jointly carry out the F Distribution Business and Tax-Free Shop Business, etc., which is proceeding with E, on November 12, 2015, and entered into an attached agreement on the distribution and settlement of profits for the joint business, etc. on November 12, 2015. On December 19, 2015, the Defendant entered into an agreement with E Co., Ltd. to transfer all the Defendant’s management rights in the future to E (hereinafter “instant agreement”).

The contents relating to the defendant's officers in the agreement of this case are as follows.

Article 2 (Terms of Agreement)

2. A (hereinafter “C”)’s rights and duties (hereinafter “A”)’s management rights and duties, which are the Defendant’s managers, holds as a seller at the time of acquisition by transfer of rights and duties as the current management right, and if a separate acquisition by transfer of management rights is made upon fulfillment of the conditions for subsequent acquisition by transfer of management rights, he/she shall transfer management rights to B (E) through a legitimate cut-off.

(3) On December 30, 2015, A shall take measures to ensure that persons nominated by B at the temporary shareholders' meeting held on December 30, 2015 are appointed as a registration officer of the subject company, and shall cooperate with B in good faith at the request of B.

4. Measures to promote new projects and to raise funds (1) Gap and Eul shall be promoted for new projects and to attract investments.