1. The plaintiff's claim is dismissed.

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

1. Basic facts

A. Before C’s consolidation and bypass listing listing, C Co., Ltd. was established on April 21, 200 for the purpose of manufacturing and selling information and communications apparatus.

On January 21, 2008, the non-party D, the representative director of the above company, shall acquire E, which is a corporation listed on KOSDAQ (hereinafter referred to as “E”) for the purpose of listing on the KOSDAQ of the above company, and shall incorporate C Co., Ltd. into E on June 4, 2008, after taking office as the representative director of E on January 21, 2008, and changed its name to C Co., Ltd. (hereinafter referred to as “C”).

B. In the process of the merger with the incorporation of C’s capital erosion and management issues into E, prior to listing, C acquired approximately KRW 480,000 of the shares of E in KRW 29,20,000,00. After the merger, the capital erosion rate exceeded 50% due to the exclusion of the said amount from the capital after the merger from the acquisition of its own shares. Accordingly, C was designated as KOSDAQ on August 19, 2008.

C. On November 28, 2008, D entered into a stock transfer agreement between D and F with F (hereinafter “G”) on November 28, 2008, upon which the Defendant entered into a stock transfer and takeover agreement (hereinafter “instant stock transfer and takeover agreement”) with F Co., Ltd. with the representative director, and on the same day, D’s shares 125,903 shares of D’s 4,755,470 shares and H’s shares in a special relationship with D, and 31,200,000 shares and 31,217 shares of D’s shares were transferred to G with the transfer proceeds (i.e., KRW 2,980,000,000 shares owned (i.e., KRW 176,00,000, KRW 44,000 ownership).

The main contents of the instant share transfer contract are as follows.

Terms and Conditions of Share Transfer and Acquisition

1. The purpose of this Agreement is to acquire by G the 4,755,470 shares of registered ordinary shares (50 won per share, 500 won per share, hereinafter “transfer shares”) owned by D, and to obtain by C the right of management as designated by G.