1. The defendants' appeal is dismissed.

2. The costs of appeal are assessed against the Defendants.

Purport of claim and appeal

(b).

1. Basic facts

A. The Plaintiff is a stock company established on June 29, 1998 for the purpose of casino business, tourist hotel business, etc. based on the Special Act on the Assistance to the Development of Abandoned Mine Areas (hereinafter “Abandoned Mine Area Act”).

In around 2012, the Defendants were the former officers of the Plaintiff; Defendant B was the representative director of the Plaintiff; Defendant C was the Plaintiff’s standing director; Defendant D and G were the Plaintiff’s non-standing director; Defendant E, F, H, I, and J were the Plaintiff’s outside directors.

B. On June 2, 1998, the Coal Industry Rationalization Business Bureau (the "Mining Reclamation Corporation" under the Mining Damage Prevention and Restoration Act refers to the succession of rights and duties and property; hereinafter referred to as the "Korea Mine Reclamation Corporation"), Gangwon-do Development Corporation, fleet-gun, Taeg-si, Samg-si and Young-si (hereinafter referred to as the "Joint Venture Investment Party") entered into a joint investment agreement (hereinafter referred to as the "Joint Venture Investment Agreement"), which invests in the establishment of the Plaintiff and seeks to acquire the Plaintiff's equity interest, and thereby performs the duty of investment and acquires the Plaintiff's equity interest.

The main contents of a joint venture agreement are as follows:

Article 1 (Purpose) (1) Parties shall establish a stock company under the Commercial Act to carry on the K business.

2. The parties shall jointly invest the capital necessary for a company to operate the K Project in accordance with the provisions of this Agreement.

Article 5 (Articles of Incorporation) The Company shall adopt the same articles of incorporation as attached Form 1.

In the event of any inconsistency between this contract and the articles of incorporation, this contract shall take precedence, and the Parties shall cooperate in amending the articles of incorporation so as to be consistent with this contract.

Article 6 (Payment of Capital) (1) The authorized capital at the time of incorporation shall be the first 19,440,000 shares of registered ordinary shares (19,40,000 shares) and the second 1,000,000 won of gold (194,40,000,000 shares). The paid-in capital at the time of incorporation shall be the first 4,860,000 shares of registered ordinary shares (4,860,000 shares), and the second 1,000,000 won of gold (48,60,000 shares), respectively.

(3)