2017 Gohap 536611 Arbitral Award

1. AAAA, Inc.

2.B

3.C

4.D

ASEAN Investment Association (No. 5) 5

December 7, 2017

January 25, 2018

1. The plaintiffs' claims are dismissed.

2. The costs of lawsuit are assessed against the plaintiffs.

With respect to the case No. 16113-0024 of the Arbitration Arbitration Act between the plaintiffs and the defendant, the above heavy financial resources

In March 21, 2017, the arbitral award stated in the attached Form shall be revoked.

1. Basic facts

A. Status of the parties

Plaintiff A(hereinafter referred to as the “Plaintiff”) is a company established under the laws of California of the United States of America that is specialized in manufacturing golf showes. Plaintiff B, C, and D are shareholders holding 10% of the shares issued by the Plaintiff company, and the Defendant is a venture business investment association established under the Specialized Credit Financial Business Act.

B. Conclusion of contracts between the plaintiff and the defendants

1) On October 14, 2014, the Defendant entered into a 5 separate bond acquisition contract with the Plaintiff Company (hereinafter “instant bond acquisition contract”) and acquired the bonds in the attached Form 13 billion won. In the bonds with warrants accepted by the Defendant, the Defendant stipulates that the Plaintiff Company shall be liable for redemption of the bonds if any ground for loss of benefit arising from the deadline arises (Article 8), and the remaining Plaintiffs shall be jointly and severally and severally liable for redemption of the Plaintiff Company (Article 11).

2) On the same day, the Defendant entered into a first-class conversion preferential share subscription contract with the Plaintiff Company (hereinafter “instant share subscription contract”) and accepted KRW 7,998,925,00 as stated in the attached Table 2. The Defendant decided that the Plaintiffs are able to fully or partially repay the above priority share subscription contract if the Plaintiffs violated the instant share subscription contract, etc. (Article 9).

3) On the same day between the plaintiffs and the plaintiffs, the defendant entered into the above bond subscription contract and the stock subscription contract between shareholders to clarify the rights and obligations as shareholders and to determine matters necessary to operate the company (hereinafter referred to as "stock subscription contract between shareholders", and "each of the above contracts" is referred to as "each of the above contracts"). If the plaintiff company violated the bond subscription contract and the stock subscription contract of this case.

In the case of the plaintiff company's major shareholder, the other plaintiffs can be demanded to purchase all or part of the shares acquired (Article 7).

4) On the other hand, the original and the Defendants agreed to the dispute resolution method relating to each of the above contracts (hereinafter referred to as the “instant arbitration agreement”) by virtue of Articles 11(6) of the instant agreement, Article 11(6) of the Stock Subscription Agreement, Article 12(2) of the instant agreement.

Any dispute relating to this contract shall be resolved by the parties in good faith through negotiations between them. However, if the parties fail to resolve the dispute through a good faith negotiation, the dispute shall be resolved by arbitration, and the arbitration shall be conducted in Seoul by the Arbitral Tribunal composed of three arbitrators in accordance with the Arbitration Rules of the KCAB. Each party shall appoint a third arbitrator who shall serve as the chair of the Arbitral Tribunal. All arbitration procedures shall be conducted in English or Korean. The parties to this contract shall recognize and explicitly agree that all disputes between the parties referred to the Arbitral Tribunal are binding, exclusive, and final rulings with respect to the parties.

C. Defendant’s motion for arbitration and arbitral proceedings

1) On July 20, 2016, the Defendant filed an application for arbitration on the ground that (i) the Plaintiff’s violation of the Plaintiff Company was caused by (ii) the obligation to repay the bonds due to the occurrence of the grounds for loss of profit due to the Plaintiff’s violation, and (iii) the Plaintiff filed the application for arbitration on the ground that the obligation to repay the stocks arose due to the occurrence of the grounds for violation of the instant stock acquisition agreement; and (ii) the instant application for arbitration was filed on the ground that the agreement on appraisal rights between the shareholders arose

2) Upon filing an application for arbitration, the Defendant, at the same time, appointed professors of E University Law and UniversityF in accordance with the instant arbitration agreement as the arbitrator selected by the Defendant. The Defendant’s agent in the instant arbitral proceedings is G law firm, and the Attorney H, I, and J.

3) On August 10, 2016, the plaintiffs issued the "Notice of Objection to the Selection of Arbitrators and the Selection of Arbitration Languages" (hereinafter referred to as the "Notification of Objection") to the effect that, in the event that the said FO professors are not proficient in California law, and the arbitrators are not able to participate in the instant arbitral proceedings, or are not able to participate in the arbitral proceedings in English.

4) On August 11, 2016, the Korean Commercial Arbitration Board notified the Plaintiffs of the appointment of a person deemed appropriate for the Plaintiffs as an arbitrator pursuant to the instant arbitration agreement until there exists a separate agreement between the parties, as the arbitration language is decided by the arbitral tribunal.

5) On the other hand, on August 17, 2016, F professors submitted to the Korea Commercial Arbitration Board a statement on the fairness and independence of the following contents along with the letter of acceptance of arbitrator appointment (hereinafter “instant statement”).

c. I inform the following circumstances which may impair fairness and independence in connection with the instant case, and may give rise to justifiable doubts (hereinafter referred to as “self-written) 1) the applicant’s agent (referring to the defendant) and work in the same law firm as H and I in the past (before the transfer of professor to EM on October 2007) 2) the advisory positions of law firms K and L law firms are registered in the name by taking into account each of the following relations, not actually performing their duties:

6) The KCAB did not nominate an arbitrator within the period (30 days after receipt of the notification) stipulated in Article 12 of the International Arbitration Rules (30 days) by the Plaintiffs appointed an arbitrator, and notified the Plaintiff that he appointed F and M as an arbitrator. On November 3, 2016, NCAB (Korean and California Attorney) (Korean and California Attorney)

On November 16, 2016, upon receipt of the nomination agreement designated by the Chairman, notified the Plaintiffs of three arbitral awards.

(d) An arbitral award.

1) The Korean Commercial Arbitration Tribunal rendered an arbitral award (No. 1613-0024, hereinafter referred to as the “instant arbitral award”) in the same manner as the attached Form citing the 21 March 201, 2017 and the 1) part of the Defendant’s Request for Arbitration.

2) While the instant arbitral proceedings are in progress, the Plaintiffs were not able to submit any document or attend on the designated date, except the submission of the instant objection.

[Ground of recognition] Facts without dispute, Gap evidence 1 to 7, Eul evidence 1 to 8, the purport of the whole pleadings

2. Determination

A. The plaintiffs' assertion

The arbitral award of this case violated Article 36 (2) 1 (d) (ii) of the Arbitration Act by failing to comply with the agreement of the parties and the provisions of the Arbitration Act for the following reasons. The above arbitral award must be revoked.

1) Illegality of grounds for non-performance

The governing law of the instant dispute in each of the instant contracts shall be stipulated as California law.

The instant arbitral award does not mention the California State law in its reasoning, and even though each of the instant contracts exceeds the interest rate limited in California State law, it is not an issue, and it is unclear whether California State law was applied as the governing law. Therefore, it cannot be seen that the instant arbitral award is based on any legal judgment.

2) Violation of the constitution of the arbitral tribunal

Although the arbitral proceedings of this case are in accordance with Article 10(1) of the Arbitration Rules of the Korea Commercial Arbitration Board (the arbitrator in accordance with these Rules must always maintain fairness and independence), the arbitrator has been appointed as an arbitrator. The arbitrator in this case has served for 16 years in law firms, such as Attorney H, who is an attorney-at-law, and has served for 2 years in the case of an attorney-at-law I and two years in the case of an attorney-at-law who has served as the principal of the E University Law School. The arbitrator in this case violated the duty of disclosure and did not have any knowledge or experience on the California law, which is the governing law of each contract of this case.

(3) Violation of omission in judgment on the motion for challenge

In the instant arbitral proceedings, even though the Plaintiffs clearly stated objection to the nomination of the instant arbitrator through the instant notice of objection, and did not render a judgment on the ground that the instant arbitral award omitted judgment on the challenge, and did not render a judgment on the ground that the instant arbitral award lacks expertise in California law of the said arbitrator. Accordingly, the instant arbitral award was erroneous in the course of the arbitral proceedings without omitting it despite the application for challenge.

4) Illegality between party capacity

In the instant arbitral proceedings, the capacity of the parties should be determined in accordance with the Civil Procedure Act.

Since the defendant is deemed to be a partnership under the Civil Act, the defendant has no capacity to be a party. Nevertheless, the arbitral award in this case was merely a result of failing to comply with the Arbitration Act.

B. Determination on the non-performance of reasons

1) Relevant legal principles

If the parties fail to state the reasons for the arbitral award without any agreement between them that the arbitral award does not require the statement of reasons, the arbitral award may become grounds for setting aside, but in this case, the term "when the reasons for the arbitral award are not stated" refers to cases where it is impossible to find out which factual or legal judgment is based on the arbitral award, or it is inconsistent with the reasons, because it is impossible to find out that the arbitral award is based on any factual or legal judgment, and as long as the reasons are stated in the written arbitral award, it is reasonable to use the judgment as the basis for fair regardless of the positive law. The reasons for setting the arbitral award is sufficient to include the extent that it is possible to find how to reach the judgment without making clear and detailed decisions as to the relationship of rights and duties, which are the premise of the case, and it does not constitute cases where the judgment is unfair or incomplete unless it is clearly extraordinary and contradictory (see, e.g., Supreme Court Decision 2007Da73918, Jun. 24, 2010).

2) Determination

According to the statements in Gap evidence No. 6, the arbitral award of this case can be recognized that the following judgments were made under the title "the validity of each contract of this case" and "the validity of each contract of this case".

All of the instant contracts concluded between the Defendant and the Plaintiffs stipulate the law applicable to the contract as the State Law of California (Article 11(5) of the instant bond acquisition contract, Article 11(5) of the instant bond acquisition contract, and Article 12(1) of the instant contract between the shareholders).However, the Defendant’s application for arbitration of the instant case claims the performance of obligations under the contract between the parties. It is judged that, under the California law, there is no ground that the instant contract is null and void or that the contract provisions that form the basis for the Defendant’s claim cannot be invalidated or enforced.Therefore, all of the instant contracts concluded between the Defendant and the Plaintiffs are valid, and the Defendant and the Plaintiffs should bear their rights and obligations under each provision of the instant contract.

According to the above facts, in determining the validity of each of the contracts of this case, the arbitral award of this case is based on the governing law applied by the arbitrator and its applicable governing law, and it can be recognized that there is an indication as to how the arbitrator would make a decision as to the above arbitral award, and the indication is not sufficient to the extent that the plaintiffs wanted to do so. Furthermore, even if the contract of this case orders payment of interest not permitted under California law, the arbitral award of this case has confirmed the validity of each of the contracts of this case in the arbitral award of this case in accordance with California law, and as such, it cannot be deemed that the above arbitral award was not subject to the applicable law agreed upon between the parties. Accordingly, the plaintiffs' assertion that there was an error of non-performance of reason in the arbitral award of this case is without merit.

C. Determination on the argument on the constitution of the arbitral tribunal

1) Relevant legal principles

The term "reasons that may give rise to doubt as to the arbitrator's challenge" under Article 13 (1) of the Arbitration Act refers to a case where there is an objective circumstance where it is deemed reasonable for the party to make an arbitral award which is unfair or lacking independence in view of the relationship with the arbitrator, and such objective circumstance is deemed reasonable.

Whether an arbitrator has objective reasons should be determined by comprehensively taking into account various circumstances, such as whether the arbitrator has obtained monetary benefits as a result of the arbitral award, whether there was a previous intervention in the dispute between the parties, whether a party has been employed or currently employed, whether a party has a direct and substantial business or an individual relationship with a party, whether an arbitrator is in close relation to a party, whether an arbitrator has a relationship with a party, whether an arbitrator has been in close relation with a party during the arbitral proceedings, whether an arbitrator has been in contact with a party, or whether an arbitrator has discussed on the merits of a party.

2) Determination

In light of the above legal principles, according to Gap evidence Nos. 8, 9, and Nos. 11-1, 9, 12, and 13 as to whether the arbitrator's breach of duty of disclosure and violation of the constitution of the arbitral tribunal, the arbitrator of this case was registered as an adviser of L law firm for 2 years, and the arbitrator of this case was employed as a representative attorney of K law firm until Oct. 29, 2007 after establishing K law firm in 1992, and the above attorney H was employed for 16 years in the same law firm as the above arbitrator. The arbitrator of this case was registered as an adviser of L law firm for 2 years, and there was an attorney H and I temporarily belonging to the above law firm, from Oct. 207 to Oct. 28, 2007, the arbitrator of this case was not assigned to K law firm from 2010 to Dec. 29, 2012.

However, in full view of the following circumstances, the instant arbitrator should be excluded from the arbitral proceedings in view of the overall purport of the evidence presented above.

It is difficult to see that the arbitrator's violation of the duty of disclosure cannot be recognized, and there is no other evidence to recognize it. Therefore, the plaintiffs' assertion that the composition of the arbitration division is erroneous is without merit.

A) Since October 2007, the instant arbitrator suspended the practice of attorney-at-law and worked as a faculty member such as professor and dean at the Euniversity for not less than 10 years, and does not seem to have a direct and substantial business and personal relationship with the Defendants’ agents.

B) Through the statement on fairness and independence of the arbitrator, the adviser of K and L law firm did not actually perform his/her duties, but only registered in his/her name. However, there is no evidence to deem that the arbitrator performed his/her legal duties against the above statement.

C) Of the KCAB’s Code of Ethics (hereinafter “Code of Ethics”) lists the circumstances in which the arbitrator’s impartiality and independence may be at issue in the item “the arbitrator’s impartiality and independence” as of 2.2. However, the circumstance under which the arbitrator’s impartiality and independence as set out in the Code of Ethics may be suspected is premised on the existence of “current” or “for the last three years”. However, the appointment of the arbitrator as an arbitrator in the instant arbitral proceeding is ten years after the lapse of 10 years from the Defendant’s agent and K law firm, and the said attorney’s appointment as an arbitrator in the instant arbitral proceeding cannot be said to violate the Code of Ethics after the lapse of five years from the completion of his/her duties as a professor in the same university as the said arbitrator.

D) In accordance with the IBA Guidelines for Conflict of Interest, an arbitrator is required to disclose if there is a close-friendly relationship between the legal agents of one of the parties. If the other party does not raise any objection at the time after disclosure, the arbitrator is deemed to have accepted the arbitrator. The arbitrator of this case is friendly with the defendant's agent through the written statement of this case.

The plaintiffs disclosed their relations, and even upon being notified of the contents of the above statement from the Korean Commercial Arbitration Board until the arbitral award of this case, they did not raise any objection against the relationship between the arbitrator of this case and the defendant's agent.

E) The Plaintiffs asserted that the instant arbitrator violated the duty of disclosure, but they are obligated to notify only when the matters subject to the duty of disclosure under Article 3.2 of the Code of Ethics are set and when the instant arbitrator’s past relationship with the parties, etc. exceeds a minor level in light of the arbitrator’s professional and business nature. As to the instant case, the instant arbitrator served as the head of the E University and University from September 2010 to August 2012, and the said attorney H served as a professor at the same university and college for the same period. However, although the said attorney served as a professor at the university and college for the same period, the said attorney served as a professor at the university and college for a short period of time and more than five years after the completion of his/her service, in light of the following circumstances, it cannot be deemed that the instant arbitrator was in a vocational and business relationship with the said university and college, and thus, it cannot be viewed as a circumstance subject to the duty of disclosure to the instant arbitrator.

F) Although the expertise of the arbitrator is also problematic, it does not constitute a ground for challenge or notification. Furthermore, in the instant arbitration agreement, the applicant and the respondent agreed to the hearing of three arbitrators, and may nominate one arbitrator under the International Arbitration Rules, barring any special circumstance, such as the acceptance of the motion for challenge against the arbitrator in the instant case, the composition of the arbitral tribunal cannot be deemed unlawful, and the Plaintiffs renounced their right to nominate an arbitrator by utilizing their right to nominate, even if they were able to nominate the arbitrator.

G) In addition, the past relationship between the instant arbitrator and the Defendant’s agent is fair.

Even if the parties have not filed an application for challenge within a fixed period of time with respect to the grounds that may give rise to doubts as to the impartiality or independence of an arbitrator, etc., barring special circumstances, such as the grounds that may give rise to doubts as to the impartiality or independence of the arbitrator, etc., the arbitrator, etc. may not be deemed to fall under the grounds for revocation of the arbitral award as prescribed in Article 25 of the Arbitration Act, on the ground that there was an error in violation of the procedure set forth in Article 25 of the Arbitration Rules in relation to the arbitrator, etc.'s duty to notify under Article 13 (1) of the Arbitration Act after the issuance of the arbitral award, unless there are special circumstances, such as that the grounds that may give rise to doubts as to the arbitrator, etc.'s impartiality or independence fall under the grounds for exclusion of a judge in the past. (See Supreme Court Decision 2004Da47901, Apr. 29, 2005).

(d) Omission of judgment on the motion for challenge

1) Relevant statutes

[Attachment] Article 13 (Reasons for Challenge to Arbitrators) (1) of the Arbitration Act (Reasons for Challenge to Arbitrators) provides a different arbitrator, or a person appointed as an arbitrator shall, without delay, notify the parties of such fact. (2) An arbitrator may be challenged only if there is a reason under paragraph (1) or lack of qualifications agreed to by the parties, or if there is any reason for challenge to the arbitrator appointed by him/her or appointed by him/her after he/she has been appointed, but the parties may apply for challenge only if there is a reason for challenge to be known after he/she has been appointed. (2) In the absence of agreement under paragraph (1), a party who intends to challenge an arbitrator shall, within 15 days of the date of the appointment of the Tribunal or after becoming aware of the reason under paragraph (2) of Article 13. (3) above, make a written notice of the reason for challenge to the Tribunal or after being appointed by the other party having become aware of the reason for challenge. (3) If the party fails to resign from office or after being appointed by the other party to challenge, the arbitrator shall submit a written notice of such reason for challenge:

2) Determination

According to the statement in Gap evidence No. 6, when determining whether the plaintiffs' objection of this case submitted in the arbitral award of this case can be deemed to be an application for challenge against the arbitrator of this case, it can be acknowledged that "the notice of this case was made before the appointment of arbitrator takes effect, and its contents cannot be deemed to be an application for challenge because the impartiality and independence of the arbitrator are not the grounds for objection."

However, the reason for challenge under Article 13 of the Arbitration Act is limited to the case where there is a reason for not meeting the qualifications agreed upon by the parties, and the reason for challenge under Article 14(2) of the International Arbitration Rules. The "other reason for challenge" can be acknowledged as a reason for challenge only when it comes to fall under an illegal cause. However, the issue of the expertise of the arbitrator mentioned in the notice of objection cannot be deemed as a reason for challenge under the Arbitration Act because it does not constitute a reason for challenge under the provisions of Article 14(3)2 of the International Arbitration Rules, even before the appointment of arbitrator takes effect. Furthermore, even before the appointment of arbitrator, the plaintiffs cannot be viewed as a reason for challenge under the provisions of Article 14(3)2 of the International Arbitration Rules. However, the plaintiffs cannot be viewed as a reason for challenge under the ground for challenge, and there is no other reason for challenge to the part of the judgment of the plaintiffs as to the grounds for challenge in this case by not being able to be viewed as a reason for challenge.

E. Determination on the assertion of the party capacity

1) Facts of recognition

According to the evidence No. 10, according to the defendant's rules, the following matters can be acknowledged:

(a) Objectives: A new flag for the purpose of fostering an enterprise operating a new technology business; this Code

For the efficient operation and management of alcoholic beverage business investment associations, distribution of property, etc., the purpose of this Act is to provide for the matters delegated by the Specialized Credit Finance Business Act, the Enforcement Decree, the Enforcement Rules, and relevant Acts and subordinate statutes, and matters agreed upon between executive members and limited partners in the enforcement of such detailed operation methods (Article

B) Qualification and composition of a partner: To acquire the qualification of a partner by investing more than one unit in a cooperative (Article 12), and to have a general partner (Ariju Non-Investment Company) and a limited partner (Article 13).

C)Decision-making body: A decision-making body shall have a general meeting of its members; the general meeting shall resolve important matters concerning the joint operation of its members; the general meeting shall be convened within 90 days after the end of each business year; the general meeting shall be convened when a request is made by a union member or a managing member who holds at least 1/3 of the total amount of paid-in contributions; and the general resolution requirement by the general meeting of its members shall be the affirmative votes of the union members who hold at least 1/2 of the total amount of paid-in contributions and hold at least 1/2 of the total amount of paid-in contributions by the union members present; and the special resolution requirement shall be the affirmative votes of the union members who hold at least 2/3 of the total amount of paid-in contributions

(d) Agency and representative organ: A managing member shall, except as otherwise provided in the bylaws, manage and operate the partnership’s property, select and invest the company to be invested, distribute the partnership’s property in the name of the partnership, and shall represent the partnership with respect to all judicial or extrajudicial acts, and shall be the appointing party under Article 53 of the Civil Procedure Act if the partnership has a judicial act (Article 25).

(e) Transfer, etc. of membership: A limited partner shall, if inevitable, be Dong by all partners.

A person who takes over the status of a partner may withdraw from the partnership with the consent of all other partners, but the person who takes over the status of a partner shall comprehensively take over the rights of a person who transfers the status of a partner and the obligations and responsibilities as a partner (Articles 17 through 21).

f) Partner’s Responsibilities: Limited Partners are liable only to the extent of their paid-in contributions, unlike the managing partner, and shall not be held liable for the obligations of the Union in excess of their paid-in contributions (Article 26).

(g) Operation and management of partnership property: Partnership property shall be the partnership property of its members (Article 30); partnership property shall be managed and operated in the name of its members separately from other property; it shall be managed and operated in the name of its members; its independent accounts shall be kept on books, etc.; and partnership property shall not be provided as security or borrowed funds as security; and partnership shall not conduct guarantee activities (Article 31).

2) Determination

In light of the following, it is difficult to view the Defendant as a partnership under the Civil Act in light of the following: (a) examining the Defendant’s legal nature; (b) examining the rules on behalf of the general partner in carrying out the affairs of the partnership; (c) withdrawing from the partnership only with the consent of all the members; and (d) where a partnership does a judicial act, the general partner is designated as a party to the partnership; and (e) the partnership’s property is defined as a partnership under the Civil Act.

However, although a partnership and a legal entity under the Civil Code are not established, the association and a non-legal entity which are recognized as an association.

In general, it should be determined on the basis of the strongness of its organization. Since the association is established by a contractual relationship under which two or more persons agree to operate joint business by investing money, other property, or labor among them, it is subject to the limitation from a certain degree of organization. However, while the personal nature of its members is strongly revealed, non-corporate group has a characteristic of an independent organization as a separate entity that can be the subject of rights and obligations (see Supreme Court Decision 9Da4504 delivered on April 23, 1999). In full consideration of the above facts, the defendant has its own purpose, establishing rules having the nature of an association, and based on this, has an organization such as a general meeting of its members and a representative (executive member) who is the executive body, which is the decision-making body's general meeting and the executive body, which is the executive body, and there is no reason or reason for the organization of the plaintiffs as a representative of the association. Thus, the defendant has no other entity's own organization and there is no reason for the organization of the association.

3.In conclusion

Therefore, the plaintiffs' claims are dismissed as it is without merit. It is so decided as per Disposition.

The presiding judge shall be appointed by the judge.

Judges Lee Jae-in

Judges next to that of judges

1) The purport of the Defendant’s application: ① The Plaintiffs jointly and severally pay to the Defendant 13,195,00,000 won and 13,000,000,000 won among them, with 19% interest per annum from October 14, 2014 to the date of full payment; 19% interest per annum from April 15, 2015 to the date of full payment; ② the Plaintiffs shall receive share certificates from the Defendant; ② the Plaintiffs shall pay to each Defendant 7,98,925,00 won and interest per annum 19% interest per annum from October 14, 2014 to the date of full payment.

(ii) Article 36 (Action for Setting Aside of Arbitration Award) of the Arbitration Act.

(2) The court may set aside an arbitral award only in any of the following cases:

1. The party making the application proves that:

(d) the fact that the constitution of the arbitral tribunal or the arbitral proceedings have not complied with, or have not agreed on, any agreement between the parties that do not conflict with the mandatory provisions of this Act.

3) (i) A party, its agent, or a person who will become a major witness in the arbitral proceedings, with respect to the past or current monetary or business relationship, provided that the current relationship is not serious, regardless of its importance, and that the past relationship is a duty to notify only if it exceeds the minor level in light of the professional and business nature of the arbitrator.

Description of the Arbitral Award

Main text of the board

1. The respondent shall pay 13,00,000,000 won to the applicant jointly and severally with the delivery of the previous re-corporate bonds from the applicant and the amount calculated by the 19% interest rate per annum from October 14, 2014 to the date of full payment.

2. The respondent shall pay 7,98,925,00 won to each applicant and 19% of the welfare from October 14, 2014 to the date of complete payment, simultaneously with the delivery of share certificates listed in attached Form 2 from the applicant.

3. The applicant's remaining claims are dismissed.

4. The costs of arbitration and the costs of arbitration proceedings (Attorney Fees) shall be borne by the respondent in the amount of KRW 381,095,240.

[Attachment to the Arbitral Award]

Inc) Corporate bonds with 5 separate bonds with a face value of KRW 13,000,000 issued by Inc with the written consent of the board of directors of October 7, 2014.

Quantity of securities: 10 Ma

per securities: 1,300,000,000 won

[Attachment to the Arbitral Award]

Inc. A non-registered and non-registered share certificates of priority for conversion into Class 1 on October 7, 2014 issued under the written consent of the board of directors on October 7, 2014.

Number of shares: 24,650 Shares

1 Issuance per share: 324,500 won per share

Total amount of acceptance price: 7,98,925,000