1. All appeals filed by the plaintiff and the defendant are dismissed.

2. The costs of appeal shall be borne by each party.

The purport of the claim and appeal is the purport of the appeal.

1. Basic facts

A. On December 11, 2007, E Co., Ltd. (hereinafter “E”) purchased a purchase price of KRW 2,439.5 square meters (hereinafter “F land”) from the Gyeonggi-do local public corporation, thereby completing the registration of ownership transfer, from KRW 3,037,177,50.

At that time, E’s representative director G held 4,00 shares of E, 3,00 shares, H held 1,00 shares, 1,000 shares, 1,00 shares, 1,00 shares, and 1,00 shares, respectively (hereinafter “previous shareholders”).

B. On June 20, 2012, K Co., Ltd. (hereinafter “K”) intended to purchase F land from E with a purchase price of KRW 4.5 billion, but the issue of capital gains tax, etc. arose, K’s representative director L secured and developed F land by acquiring E’s stocks.

Accordingly, on September 4, 2012, the previous shareholders and L, M, and N drafted a share transfer and takeover contract (hereinafter “instant share transfer and takeover contract”) and the main contents related to the instant case are as follows.

§ 1 (Purpose) For the shares of E, the transferor (previous shareholders) and the transferee (L, M and N) shall pay the share transfer price under an agreement as follows:

The purchase price: 4,500,000,000 won: The balance of KRW 100,000,000 at the time of the contract for KRW 500,000,000 and KRW 400,000 on September 25, 2012: 4,00,000,000 ( October 25, 2012) shall be transferred to the assignee all rights to share certificates simultaneously with the receipt of any balance.

Article 5 (Cancellation of Contracts) (2) If the transferee delays the due date, he/she shall impose an overdue charge of 14% per annum of the delayed amount.

C. Thereafter, G transferred 4,00 shares, all of which were owned, to L, and H transferred 2,00 shares, among 3,000 shares owned, to M, and I transferred 1,000 shares, all of which were owned, to M, respectively, and L was appointed as E’s representative director on January 9, 2013.

M is a person who lends a shareholder's name to L, and the shares acquired in M's name are substantially L's shares.

N is the actual transfer and receipt of shares.