1. The plaintiff's lawsuit against the defendant D shall be dismissed.

2. Of the shares listed in paragraph 1 of the attached Table between the Plaintiff and Defendant E.

1. Basic facts

A. The Plaintiff planned F’s business of importing and selling the case of “F”, its head office in New York, and established Defendant B for the purpose of recruiting and selling franchise stores on November 12, 2013, and Defendant C for the purpose of manufacturing and selling the case around November 18, 2013.

(hereinafter referred to as the “Defendant Company” collectively. At the time, the total number of common shares issued by the Defendant Company was set at KRW 100 per share and per par value per share (which did not have the actual share certificates issued; hereinafter referred to as the “instant shares”) and the Plaintiff was registered as the auditors of the Defendant Company, respectively.

B. As of March 28, 2014, as of March 28, 2014, D, transferred all shares issued by Defendant B to the Plaintiff at KRW 100, and each share transfer contract was prepared with the content that Defendant C transferred all shares issued by Defendant C to Defendant B at KRW 100.

C. On August 18, 2014, G, an in-house director at the time of Defendant B’s corporate register, resigned and registration was completed with the content that Defendant D was appointed as an in-house director with the power of representation.

On October 13, 2014, Defendant D and E drafted a contract to transfer all the shares and management rights of the instant case owned by D to Defendant E.

On the same day, registration was completed to resign from the inside director with the power of representation of the defendant D in the corporate register of the defendant company and to take office as the inside director with the power of representation of the defendant E.

E. On July 31, 2015, Defendant B issued new shares with a face value of 100 won per share (hereinafter “instant new shares”) with a face value of 9,999 per share (hereinafter “instant new shares”). After that, Defendant B’s shares each hold 3,800 shares (38% shares), H 3,300 shares (33% shares), and I hold 2,90 shares (29% shares).

[Reasons for Recognition] Facts without dispute, Gap evidence Nos. 1, 2, and 2-1, 2, and 4-1, 2-4, and Eul evidence Nos. 1, and the result of the fact-finding of this court's Seocho Tax Office.