1. The defendant's appeal is dismissed.

2. The costs of appeal shall be borne by the Defendant.

Purport of claim and appeal

1...

1. Basic facts

A. From February 28, 2003 to April 22, 2011, the Plaintiff was a shareholder or representative director of the Defendant Company (former title: C Co., Ltd.) from February 28, 2003 to April 22, 201, and retired from office of representative director on April 22, 2011.

D was appointed as the representative director of the defendant company on April 22, 2011.

B. On September 23, 2011, the Plaintiff entered into a share acquisition agreement (hereinafter “instant agreement”) under which the Plaintiff transferred the entire issuance of the Defendant Company’s shares to D in KRW 0 won of the share purchase price, and the specific details thereof are as follows.

Article 1 (Sale Price) of the Stock Transfer Agreement does not include all the shares issued by the defendant company located in the Seocho-gu Seoul Metropolitan City E in Article 2 (Sale Price).

Article 3 (Transfer of Management Rights) The Plaintiff shall transfer all the management rights to D after September 23, 201, cooperate in the implementation of legal and administrative procedures incidental thereto, and D succeeds to all the rights and obligations of the Defendant Company to D on September 23, 2011.

Article 4 (Confirmation of Obligations) The Plaintiff confirms that the Defendant Company’s obligation is as follows, and the exceeding portion shall be jointly and severally liable to D.

Bank Loans: 4,469,000,000

B. Rental deposit: KRW 2,921,00,000 against the defendant company by the plaintiff under Article 5 (Additional Deposit) (2,921,000,000 on behalf of the defendant company, D shall pay the remainder of the plaintiff's provisional deposit to the plaintiff, and the plaintiff may not demand the return of the provisional deposit to the defendant company.

1,921,00,000 won shall be paid until December 31, 201, on the contract date, and on the contract date, until December 31, 201, as well as on the buildings and land of the Defendant Company issued by D.

[Ground of recognition] Facts without dispute, Gap evidence 1, Gap evidence 2-5, the purport of the whole pleadings

2. Determination on the claim for refund of the amount receivable

(a) In the relevant legal principles and corporate accounting, the amount received has been received as cash from an enterprise, but its contents have become final and conclusive.