1. Revocation of the first instance judgment.

2. The plaintiff (Counterclaim defendant)'s main claim is dismissed.

3. An objection to the trial.

1. Basic facts

A. The Defendant was a KOSDAQ-listed corporation with the main purpose of the private teaching institute management business and educational business (hereinafter “E”), but the rehabilitation procedure was completed on August 23, 201, when it was decided to commence the rehabilitation procedure on March 201, 201, after the filing of the instant lawsuit, as Seoul Central District Court Decision 2011 Ma78, supra.

B. Around 2002, D, the Plaintiff, was holding office as the representative director of the Defendant from June 27, 2002 to March 25, 2008, by collecting shares issued by the Defendant under the name of father H, Plaintiff, and P (the Plaintiff’s branch) in the KOSDAQ market.

C. The Plaintiff owned shares issued by the Defendant under U (S) name, P and S (S). However, on September 6, 2006, 168,90 shares owned under U’s name, and 532,741 shares owned under P’s name, and 690,813 shares owned under S’s name were withdrawn as real shares, and issued to D around each time.

[The sum of the above shares is 1,392,454 shares (i.e., 168,90 shares 532,741 shares 690,813 shares). All of them are collectively referred to as “instant shares”). D.

Around May 9, 2007, the Defendant entered into a share purchase contract with the said shareholders to purchase KRW 1.754 billion from the said shareholders, a representative director and 12 representative shareholders of AE (hereinafter “AE”), and to purchase KRW 1.754 billion from the said shareholders. On May 9, 2007, the said AE shareholders paid KRW 1777 billion from the intermediate payment on May 23, 2007, and KRW 71.6 million from the balance on May 31, 2007.

E. D, at the time of the conclusion of the above share purchase contract, the defendant evaluated and transferred 2,609,207 shares as KRW 697.53 per share in return for the above share purchase contract with AF under the name of the defendant.