All appeals are dismissed.

The grounds of appeal are examined (to the extent of supplement in case of supplemental appellate briefs not timely filed). The grounds of appeal are examined (to the extent of supplement in case of supplemental appellate briefs not timely filed).

1. As to the grounds for appeal by Defendant A and Defendant C Co., Ltd. (hereinafter “Defendant Co., Ltd”).

A. As to the assertion on the constitutionality of a financial investment business entity’s solicitation, the part of “a person who commits an act falling under subparagraph 2 of Article 49 in violation of Article 49” in Article 445 Subparag. 6 of the Financial Investment Services and Capital Markets Act, which provides for criminal punishment when the financial investment business entity either provides a conclusive judgment on an uncertain matter or provides information that is likely to mislead an uncertain matter to be certain, does not contravene the principle of clarity and the principle of excessive prohibition (see Constitutional Court Decision 2014Hun-Ba459, May 25, 2017). Therefore, the argument that Article 49 Subparag. 2, Article 445 Subparag. 6, and Article 448 of the Capital Market Act is unconstitutional cannot be accepted.

B. As to the assertion of violation of the rules of law and misunderstanding of legal principles, Article 9(4) of the Capital Market Act refers to: (a) the term “investment solicitation” in this Act means recommending a specific investor to enter into a trust agreement for the trading of financial investment instruments or the discretionary investment contract for investment advisory services (excluding a management-type trust agreement and a trust agreement without investment risk).

“......”

Investment solicitation is a "invitation to conclude a contract," so it constitutes an invitation to subscribe under the Civil Act, that is, an expression of intent to allow investors to subscribe.

Therefore, although simple counseling, explanation of introduction of financial investment instruments, etc. are not accompanied by solicitation for the conclusion of a sales contract for specific financial investment instruments, and remarks after the conclusion of the contract do not constitute investment solicitation, it exceeds the degree of simple counseling or explanation of introduction of financial investment instruments.