1. All appeals filed by the Plaintiff (Counterclaim Defendant) against the instant principal lawsuit and counterclaim are dismissed.

2. The costs of appeal shall be the principal lawsuit.

1. Basic facts

A. (1) D and E, through F and G, decided to acquire the Plaintiff Company as a manufacturer of microsing machines, which is a KOSDAQ-listed company. At the time, Defendant B, a major shareholder of which the Plaintiff Company owns 2 million stock at the time, introduced the Plaintiff Company’s stocks, and proceeded with the Plaintiff Company’s stock acquisition procedure with Defendant B.

D. E constituted an acceptance team with H, F, I, and J, including the principal, and D was responsible for the overall direction of the above acceptance team.

(2) On May 3, 2011, D entered into a contract with Defendant B to acquire and transfer the Plaintiff’s shares and management rights to KRW 2,00,000,000,00 of the Plaintiff’s shares owned by Defendant B, with Defendant B as K, F, and G, but D, E, and H, based on the judgment that the Plaintiff’s share price drops later, and that the Plaintiff’s assets value of the Plaintiff’s company was excessively appropriated as a result of the E-led inspection.

7. 15. Along with Defendant B, the purchaser was changed to F and J, and the total acquisition amount was lower than the initial purchase amount and entered into a contract of acquisition of stocks and management rights with a total amount of eight billion won.

B. (1) On the other hand, the Plaintiff Company was subject to a special tax investigation by the National Tax Service on July 4, 2011, and the same year.

8. On March 201, Defendant B, a major shareholder, entered into a share acquisition agreement and received down payment between Defendant B and PKR Holdings Co., Ltd. on or around March 201, but terminated the said acquisition agreement on the grounds of delay in the part payment of the PKR Holdings, but did not disclose the fact of the said share acquisition agreement, thereby resulting in the risk of designating the Plaintiff’s shares as management issues.

(2) Accordingly, D and H are related to the Plaintiff Company following the above special tax investigation on August 30, 201.