1. The instant lawsuit shall be dismissed.

2. The costs of lawsuit shall be borne by the Plaintiff.

1. Basic facts

A. The Plaintiff is the Defendant’s 50% shareholder and the intra-company director, and the assistant intervenor is the Defendant’s 50% shareholder and the representative director.

The directors of the defendant are three persons who are the spouse of the plaintiff, the supplementary intervenor, and the supplementary intervenor.

B. On September 10, 2019, the Intervenor issued new shares of KRW 10,00 per share with the Defendant’s board of directors for the purpose of offering new shares for capital increase. The date of payment is October 15, 2019; the method of acquiring new shares is allocated in proportion to the number of shares owned by the shareholders; the shareholder’s waiver of the right to subscribe or failure to make an offer for new shares by October 14, 2019; the forfeited shares may be additionally accepted or publicly offered by the shareholders to the general public; the disposal of the short-term shares is delegated to the representative director; the new shares purchaser may not offset his/her obligation to pay for the purchase price of new shares and his/her claim against the Defendant without the company’s consent.

C. On October 14, 2019, the Plaintiff paid KRW 50,000,000 for the acquisition price of new shares to 5,000 shares allocated in proportion to the number of shares owned by the Plaintiff.

On October 16, 2019, the Defendant completed the registration by changing the total number of issued and outstanding shares from 20,000 to 30,000 common shares, and the amount of capital from 200,000,000 to 200,000 won.

[Ground of recognition] Unsatisfy, Gap evidence Nos. 1, 6, and 7, the purport of the whole pleadings

2. On September 10, 2019, the board of directors of the defendant's board of directors held on the summary of the plaintiff's assertion that the new purchaser cannot set off the obligation to pay new shares for the purchase price and the obligation against the defendant without the company's consent.

However, the supplementary intervenor paid 50,000,000 won to the supplementary intervenor's acquisition of new shares for 5,000 shares without the consent of the defendant's board of directors or the general meeting of shareholders, by offsetting the supplementary intervenor's claim against the defendant.