The plaintiff's claim is dismissed.

Litigation costs shall be borne by the plaintiff.

1. Basic facts

A. On March 11, 2011, Plaintiff (D Co., Ltd. prior to the change of trade name on October 23, 2018) lent KRW 150 million to Defendant B Co., Ltd. (hereinafter “Defendant Co., Ltd”).

B. On September 1, 2012, the Plaintiff and the Defendant Company decided to issue 100 million common shares to the Plaintiff instead of paying the Plaintiff KRW 150 million to the Plaintiff.

C. The Defendant Company issued new shares 101,194 on June 29, 2013.

Date and time of minutes of a temporary general meeting of shareholders: June 16, 2015

2. Place: A meeting room of the head office;

3. Status of attendance: 19 shareholders; 441,194 shareholders present at the meeting; 231,000 Speakers present at the meeting to proceed with this meeting in accordance with the articles of incorporation (the representative C) shall be organized by the chair for the purpose of this meeting, and as the shareholders present at the meeting above, the general meeting was duly constituted, and shall submit the following bills to the meeting and seek deliberation, after notifying that the meeting was duly constituted.

In accordance with Article 428 (2) of the Commercial Act, the Speaker of the case of the approval of capital reduction (voluntary capital reduction) for compensating for the loss in the bill referred to in subparagraph 1 shall explain to the effect that the capital should be reduced as follows in order to compensate for the loss, and shall approve it with the consent of all the shareholders present:

C. Method of reduction of capital: Compulsory retirement;

2. The purpose of capital reduction: Deficits;

3. Ratio of reduction of capital: 20:1.

4. Total amount of capital after the capital reduction has been reduced, the total amount of capital after the capital reduction has been reduced, 2,205,970,000 won, 2,095,675,000 won, 110,295,00 won, the total number of outstanding shares of 441,194,135 Jeju 22,059 shares.

D. In addition, on June 16, 2015, Defendant Company held a general meeting of shareholders and resolved to reduce its capital as follows:

[Ground of recognition] Facts without dispute, entry of Gap evidence 1 to 4, witness E's testimony, purport of whole pleadings

2. The parties' assertion

A. The agreement between the Plaintiff 1 and the Defendant Company is null and void by affixing the Plaintiff’s seal imprint certificate without the Plaintiff’s permission.