1. The defendant shall take the procedure for the transfer of 200,008 common shares issued by C Co., Ltd. from the plaintiff.

1. The Plaintiff, on November 20, 2009, sold registered common shares 200,008 (hereinafter “instant shares”) issued by Co., Ltd. (hereinafter “Co.”) to the Defendant for purchase price of KRW 500,000,000 (hereinafter “instant shares”) and the Defendant entered into a share purchase agreement to pay KRW 500,000,000 to the Defendant by June 30, 2010 (hereinafter “instant purchase agreement”) does not conflict between the parties.

Therefore, barring special circumstances, the Defendant is obliged to take the procedure for the transfer of the instant shares from the Plaintiff and pay the Plaintiff KRW 500 million to the said Plaintiff at the same time.

2. Judgment on the Defendant’s assertion to cancel the agreement

A. The gist of the Defendant’s assertion was that the Plaintiff urged the performance of the contract for six years after the conclusion of the instant sales contract, and that the Plaintiff exercised its rights as a shareholder of the non-party company from April 201 to July 2014, the instant contract was implicitly rescinded.

B. The rescission of a judgment contract may be made not only explicitly but also by implied agreement between the parties. However, for recognition of an implied rescission of agreement, the mere fact that both parties have failed to perform their remaining obligations over a long period of time upon the conclusion of the contract and the implementation of the part thereof is insufficient. It should reach the extent that both parties have no intent to realize the contract, or that both parties have an intent to waive the contract.

In such a case, whether both parties have no intent to realize the contract or to waive the contract should be determined by comprehensively taking into account the various circumstances after the conclusion of the contract.

(see, e.g., Supreme Court Decision 2010Da77385, Feb. 10, 2011). In light of the foregoing legal doctrine, in full view of each of the entries in evidence Nos. 2-1 through 17, and the overall purport of the pleadings, the non-party company is a non-party company.