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

Preliminary: Revocation of the first instance judgment. The Defendant’s imposition of KRW 1,586,715,90 on October 11, 201 against the Plaintiff of KRW 3,505,205,200 on the disposition of income in the calculation of earnings and deductible expenses of KRW 942,260,720 on the disposition of income in the calculation of earnings and deductible expenses of KRW 1,586,715,90 on the business year 2009.

A. Plaintiff’s acquisition and transfer of shares

1) The Plaintiff is a corporation that, around January 1, 2005, entered into a contract for parking lot management agency business with DaD (hereinafter “DD”) that operates 0-0 OOdong, Seoul OOO-gu and CC hotel, and operates the parking lot business.

2) On December 13, 2006, the Plaintiff acquired 51,200 won per share shares of EE Unemployment Co., Ltd. (hereinafter referred to as “EE Unemployment”) owned by DD from DD with a special relationship on December 13, 200 (hereinafter referred to as “instant shares”).

3) Meanwhile, the Plaintiff transferred 314,720 shares of EE Unemployment including the instant shares owned by the Plaintiff to the FF Industry Co., Ltd. (hereinafter “FF Industry”) on August 10, 2009, at KRW 41,152 per share (hereinafter “instant shares transfer”).

B. The defendant's taxation disposition

1) From December 7, 2010 to January 17, 2011, the director of the regional tax office conducted an integrated investigation of corporate tax for the business year from 2006 to 2009 of the Plaintiff. Considering that the Plaintiff acquired the instant shares from DD at a high price, the director of the regional tax office notified the Defendant of the amount of 3,505,201,000 won (51,200 won per share) x (51,200 won - 37,275 won) the difference between the supplementary appraised value (37,275 won per share) under the Inheritance Tax and Gift Tax Act and the Plaintiff’s acquisition value (51,200 won per share) under the provisions on wrongful calculation of the Corporate Tax Act in the business year 2006, deeming that the Plaintiff acquired the instant shares from DD at a high price, and notified the Plaintiff of the amount of 9,000,000 won, including the Plaintiff’s provision of Do parking service by proxy.

2) On April 1, 2011, the Defendant issued a correction and notification of corporate tax of KRW 22,757,090 for the business year 2006 (hereinafter “assessment disposition of corporate tax for the business year 2006”), along with the disposition imposing value-added tax from 2006 to 2009.

3) In addition, with respect to the transfer of 314,720 shares of EE Unemployment including the instant shares to the F Industry, the director of the regional tax office of OO has notified the Defendant, who is the competent district tax office of the Plaintiff, of the data for taxation, including other parts, on the ground that the Plaintiff’s transfer of 3,505,201,00 won per share of the instant shares was subject to tax adjustment in the calculation of earnings of KRW 3,505,200, and the Plaintiff’s transfer value of 41,152 won per share is lower than 47,398 won per share assessed under the Inheritance Tax and Gift Tax Act and constitutes a low price transfer.

4) On October 11, 2011, the Defendant issued a correction and notification of KRW 1,586,715,900 of the corporate tax for the business year 2009 on the basis of the above notification given to the Plaintiff (hereinafter “assessment disposition of corporate tax for the business year 2009”).

C. The plaintiff's objection and tax appeal

1) As to the disposition of imposition such as corporate tax for the business year 2006

A) On July 15, 2011, the Plaintiff filed an objection with the OO regional tax office against the Defendant’s imposition disposition of corporate tax for the business year of 2006 and the imposition disposition of value-added tax for the business year of 2006 to 2009, i.e., from 2006 to 2009, the corporate tax and value-added tax should be revoked in entirety, and the Plaintiff’s acquisition of the instant shares from DD on December 13, 2006 does not constitute a high-priced acquisition subject to wrongful calculation.

B) On September 29, 201, the director of the regional tax office rendered a decision to the effect that the Plaintiff’s assertion on the imposition of value-added tax from 2006 to 2009 was groundless, since it was not the Plaintiff’s omission of sales. The Plaintiff’s assertion on the imposition of corporate tax from 2006 to 2006 is without merit. The Plaintiff’s acquisition of stocks of this case constitutes high-priced acquisition and thus, the Plaintiff’

C) On January 4, 2012, the Plaintiff filed an appeal with the Tax Tribunal regarding the disposition of imposing corporate tax on the Defendant for the business year of 2006. On February 14, 2013, the Plaintiff at the Council of Tax Judges, which was in the process of the relevant judgment on February 14, 2011, stated that the Defendant added the purport of the claim for the reduction of certain amount of tax to the Plaintiff on October 20, 209, the tax Tribunal dismissed the Plaintiff’s appeal on the following grounds: < Amended by Act No. 11373, Mar. 7, 2013>

○ The Defendant calculated the Plaintiff’s gross income and deductible expenses for each business year, calculated the amount of income, and accordingly, determined the tax base as a result of the calculation of corporate tax in excess of gross income or deductible expenses, and thus, the disposition of income is not immediately effective. Therefore, the taxation authority’s above decision cannot be deemed a disposition that is subject to appeal immediately, since the Defendant’s disposition of income through the calculation of gross income and outflow from the market price of the instant stock does not constitute a disposition that is subject to review because it is merely a prior procedure of the tax authority to determine the difference between the market price of the instant stock and the calculation of gross income and outflow from the gross income. Therefore, the Defendant’s disposition of income through the calculation of gross income and outflow from the private company

○ Meanwhile, at the Council of Tax Judges on February 14, 2013, the Plaintiff’s agent stated that the Plaintiff’s agent added the purport of the claim seeking the reduction of some amount of corporate tax of KRW 1,586,715,900 against the Plaintiff on October 20, 201. However, on December 29, 201, the Plaintiff already filed an appeal and notified the Tax Tribunal of the decision of tax adjudication (the first instance court’s ruling of tax adjudication, May 51, 201, November 21, 2012) regarding the disposition of imposing corporate tax of KRW 1,586,715,90, which the Plaintiff rendered on October 20, 201, and thus, the Plaintiff’s agent is deemed an unlawful claim.

2) As to the imposition of corporate tax for the business year 2009

On the other hand, on December 29, 201, the Plaintiff filed an appeal with the Tax Tribunal by asserting that the transfer value of the instant shares should be excluded from gross income in calculating the transfer value of the instant shares in accordance with the Inheritance Tax and Gift Tax Act with respect to the Defendant’s disposition of imposition of corporate tax for the business year 2009 of the Defendant’s KRW 539,026,30 in relation to the transfer of the instant shares, and KRW 12,876,420 in relation to the transaction of the instant shares. The Tax Tribunal decided to accept the Plaintiff’s claim on November 21, 2012.

D. The plaintiff's lawsuit of this case

On May 30, 2013, the Plaintiff filed a lawsuit in this case with the purport that "the part of corporate tax 942,260,720,720 won related to the inclusion in the gross income and the inclusion in deductible expenses of KRW 3,505,200 at the time of the decision of corporate tax for the business year 2006 should be revoked as unlawful, or that "the amount of corporate tax 942,260,720 won related to the inclusion in the gross income and the inclusion in deductible expenses of KRW 3,506 at the time of the decision of corporate tax for the business year 2009, which was imposed by the Defendant against the Plaintiff on October 11, 2011, among the imposition of KRW 1,586,715,90 of corporate tax for the business year 206 at the time of the decision of corporate tax for the business year 206 shall be revoked as it is unlawful."

[Ground of recognition] Evidence Nos. 1 through 7, Evidence No. 22, Evidence Nos. 1 and 2, and the purport of the whole pleadings

2. Whether the lawsuit of this case is lawful

A. Whether the main claim part of the lawsuit of this case is legitimate

1) On April 1, 201, the Plaintiff sought the revocation of each disposition of income in excess of KRW 3,505,201,000 as at the time of the decision of corporate tax for the business year 2006, which was made by the Defendant against the Plaintiff on April 1, 201, as the primary claim of this case, the Defendant’s claim for revocation is unlawful since the disposition of income that the Plaintiff seeks is not subject to administrative litigation. Therefore, the Defendant’s defense of safety

2) The subject matter of a tax lawsuit is the existence of a justifiable tax amount. Therefore, it is natural to dispute the change in the amount of income of a corporation due to the denial of wrongful calculation. However, even if the tax authority denied the calculation of the act for the pertinent business year by wrongful calculation, if the effects of the denial are not affected by the difference in the amount of income for the pertinent business year, it cannot be asserted in the pertinent business year, and there is no choice but to dispute the effect of the denial in the business year (see Supreme Court Decision 96Nu1433, Nov. 28, 1997). It is not an administrative disposition that is subject to appeal litigation to calculate the amount of income and the amount of income for each business year of a corporation and determine the tax base accordingly. Thus, if the tax authority erred in the determination, it can be asserted in the procedure of dispute over the validity of the taxation disposition taken therefrom (see Supreme Court Decision 2001Du2652, Nov. 26, 2002).

3) In light of the above legal principles, the defendant deemed the plaintiff's acquisition of the shares of this case as high-priced acquisition and disposed of 3,505,201,00 won, which is the difference between the plaintiff's acquisition value and the supplementary appraised value under the Inheritance Tax and Gift Tax Act, in accordance with the provisions of the Evaluation of Wrongful Acts and subordinate statutes under the Corporate Tax Act when the corporate tax was determined for the business year 2006, and at the same time it was disposed of as △△ Reserve. The plaintiff transferred the shares of this case to the FF industry in 2009 as a procedure of confirming the existing inclusion in deductible expenses of 3,505,201,00 won in gross income. Thus, the defendant's disposition of this case did not affect the plaintiff's calculation of income amount of the 2006,000,0000 won in gross income, and it cannot be asserted that the plaintiff's disposition of this case is an unlawful disposition of 205,006,000 won in deductible expenses.

B. Whether the conjunctive claim part among the instant lawsuit is legitimate

1) The plaintiff and defendant's assertion

On October 11, 201, the Plaintiff sought for the cancellation of corporate tax of KRW 942,260,720 related to each disposition of income in the calculation of earnings and losses in deductible expenses of KRW 3,505,201 when the Defendant decided corporate tax for the business year 2006 among the disposition of KRW 1,586,715,90 of corporate tax for the business year 2009 against the Plaintiff on October 11, 201.

2) Relevant legal principles

In the previous trial procedure of a tax lawsuit, separate trial procedure should be conducted with regard to separate separate dispositions. Not only in the case where a different tax assessment is different from the taxpayer, but also in the case of tax imposition of the same tax item different from that of a different taxable year, even if the taxpayer is identical with the taxpayer, a separate trial procedure should be conducted, and a separate trial procedure should be conducted with regard to a certain tax assessment, and no lawsuit may be filed immediately with regard to other tax assessment (see, e.g., Supreme Court Decisions 2005Nu4106, Dec. 7, 2006; 97Nu1563, Dec. 22, 1998; 89Nu1414, Apr. 13, 1990; 209Nu29819, Apr. 197, 209). However, in determining whether an administrative litigation was conducted, the Plaintiff’s assertion that the previous trial procedure should not be modified in accordance with Article 298 of the Civil Procedure Act should not be submitted.

3) Determination as to whether the time period for filing the conjunctive claim part of the instant lawsuit complies with

According to the above facts, on December 29, 201, the Plaintiff filed an administrative appeal against the Defendant’s imposition of corporate tax for the business year 2009 against the Plaintiff, and received the decision around November 21, 2012, and thereafter filed the instant lawsuit on May 30, 2013, which was after the lapse of 90 days from the filing period. Accordingly, the instant lawsuit is unlawful as it was filed after the lapse of the filing period.

4) Whether the administrative appeal case pertaining to the disposition of imposition of corporate tax for the business year 2006 constitutes the procedure of the previous trial of the lawsuit in this case

A) As to the addition of claims

In an administrative appeal case against the Defendant’s disposition of imposing corporate tax for the business year 2006, the Plaintiff stated that the Plaintiff would add the purport of the claim seeking the revocation of corporate tax for the portion related to the acquisition of stocks of this case among the disposition of imposing corporate tax for the business year 2009. However, according to the above facts of recognition, the Defendant issued a disposition of imposing corporate tax for the business year 2009 on the Plaintiff on October 11, 201 and the Plaintiff became aware of it around that time. Thus, the Plaintiff did not file an administrative appeal regarding the disposition of imposing corporate tax for the business year 2009 within the administrative appeal period from the date when the Plaintiff became aware of the disposition of imposing corporate tax for the business year 2009, which was not identical to the claim period after the lapse of the administrative appeal period. It cannot be deemed that the Plaintiff added the purport of the claim to dispute the disposition of imposing corporate tax for the business year 2009 in the administrative appeal procedure.

B) As to the point of disputing the disposition of income

(1) The Plaintiff asserted to the effect that the part of the conjunctive claim in the instant lawsuit is legitimate, since the Plaintiff’s disposition of taxation based on the above disposition of disposition of disposition of disposition of disposition of disposition of disposition of disposition of disposition of disposition of corporate tax for the business year 2006 was not subject to the prior trial procedure, even if there was a tax disposition of disposition of disposition of disposition of disposition of disposition of disposition of disposition of disposition of disposition of disposition of income for the business year 2006, which was filed by the Defendant against the Plaintiff on April 1, 201.

(2) The purport of the provision that requires an administrative appeal, such as a request for review, prior to filing a lawsuit seeking revocation of a tax disposition, is to allow a disposition authority to voluntarily make inventory and correction, and to allow a superior administrative authority to take an opportunity for correction based on the supervisory authority, and reduce the court’s burden by arranging the dispute in advance. Thus, whether a taxpayer lawfully met the requirements for administrative appeals should be determined by fully considering the purport of establishing the preceding system, and if it is anticipated that a tax liability should be established and confirmed and that a disposition for administrative appeals should be imposed inevitably subsequent to the establishment and determination of an administrative action, even if the taxpayer is dissatisfied with the administrative action and undergo a substantial examination and determination of the propriety thereof, barring any special circumstance, it should be deemed that the taxpayer would have sought revocation of the disposition for taxation subsequent to the final judgment (see, e.g., Supreme Court en banc Decision 2009Nu192999, supra., Supreme Court en banc Decision 209Da192969, supra.

(3) According to the above facts, in the administrative appeals procedure filed by the plaintiff in relation to the disposition of imposition of corporate tax for the business year 2006, the plaintiff asserted that the defendant's respective disposition of income in the calculation of income or non-deductible of income in the calculation of income or non-deductible of income in the business year 2006 is dissatisfied with the defendant's 2006 business year. However, in the above administrative appeals procedure, the plaintiff's rejection of the plaintiff's appeal was difficult on the ground that the plaintiff's disposition of income in the above administrative appeals procedure is not the prior procedure of the disposition of taxation and does not cause any tax liability to the plaintiff. Thus, the decision of rejection in the above administrative appeals procedure is deemed legitimate, and the above disposition of income in the administrative appeals procedure filed by the plaintiff in relation to the disposition of imposition of corporate tax for the business year 2006 is insufficient to view that the above administrative appeals procedure function as the preceding trial of the tax dispute case where the plaintiff provided an opportunity to correct the dispute to the administrative agency and arranged the contents of the dispute. Accordingly,

5) Sub-decisions

Therefore, the conjunctive claim part of the instant lawsuit is deemed to be unlawful in any way.

3. Family judgment

A. As to the previous trial procedure on the conjunctive claim part of the instant lawsuit

1) However, according to the above facts, the Plaintiff asserted on July 15, 201 that the acquisition of the instant shares by the Defendant’s disposition of imposition of corporate tax for the business year 2006 by the Plaintiff does not constitute high-priced acquisition, and that the Plaintiff filed an objection with the OO regional tax office to the effect that the acquisition of the instant shares by transfer does not constitute a high-priced acquisition, and that the objection on this part was dismissed, the Plaintiff filed an appeal with the Tax Tribunal regarding the disposition of imposition of corporate tax for the business year 2006 by the Defendant on January 4, 2012, and the Plaintiff filed an appeal with the Tax Tribunal on the disposition of imposition of corporate tax for the business year 2006, which was in progress on February 14, 2013, which was around February 14, 2011, included the Plaintiff’s appeal to the Plaintiff on October 20, 209, which included the Plaintiff’s claim for revocation of the disposition of taxation in light of the purport of the Plaintiff’s appeal.

2) If seen so, the part of the conjunctive claim in the instant lawsuit constitutes a case where an action can be brought without going through the procedure of a prior trial on the disposition of imposition. However, as examined below, the Plaintiff’s claim on this part is without merit.

B. Judgment on the merits of the conjunctive claim in the instant lawsuit

1) The plaintiff's assertion

The Plaintiff and DD invested a lot of effort and time to calculate the fair value of the instant shares. The Plaintiff and DD invested a lot of time in order to reflect the economic substance value of the instant shares as evaluated by the accounting firm, and determined the transaction price close to the market price by appropriately taking into account the real estate price in order to reflect the economic substance value of the instant shares, and there was no intent to evade or reduce taxes due to artificial high-evaluation. Therefore, even though the acquisition of the instant shares was not subject to unfair calculation, each of the instant shares that the Defendant deemed the acquisition of the instant shares to be subject to unfair calculation, and as at the time of the decision of the corporate tax for the business year 2006, deemed the acquisition of the instant shares to be subject to unfair calculation, and as at the time of the decision of the corporate tax for the business year 2006, each of the instant shares that the Defendant included in the gross income and included in the deductible expenses of KRW 3,505,205,715,900 should be revoked as unlawful.

2) Relevant statutes

Attached Form 4 shall be as listed in attached Table 4.

(iii) the facts of recognition

A) On March 1, 1996, the Plaintiff was a corporation established to run a parking lot operation business under 0-0 of the Seoul OOOdong 0-0, Seoul OOOO-gu, and held 50.6% of the Plaintiff’s shares by GGG and 49.4% of the Plaintiff’s shares by HH, and GG and HH are married couple.

B) DD is a corporation established to run hotel business at the same place as the Plaintiff on December 16, 1999, and 63.57% of its shares is III, 13.01% of its shares are owned by the Plaintiff, and 4.81% of its shares are owned by GG.

C) On December 13, 2006, the Plaintiff acquired 251,720 shares of EE Unemployment owned by DD from DD with a special relationship as above to KRW 12,88,064,00 per share ( KRW 51,200 per share).

D) The Plaintiff assessed the net asset value per share at the time of acquiring the instant shares, based on the amount assessed as equivalent to 111% of the book value of the building and the total real estate value per share, assessed as equivalent to 132.7% of the officially announced value of the land, and assessed as equivalent to 141% of the officially announced value.

E) On the other hand, on November 25, 2006, DD received an evaluation opinion from J Accounting Corporation that the assessed value per share of the largest shareholder of EE unemployment is KRW 51,168. The above evaluation opinion contains the following descriptions:

○ Purpose of a request for price assessment: for negotiation between parties to a transfer or acquisition of shares

The purpose of price assessment: The market price was assessed by reflecting the potential market price according to the purpose of the appraisal request, but it is merely merely a reference data for price negotiations between the parties to the transfer and acquisition of shares, and it is not a material assessed for the purpose of return and payment of national taxes, etc.

○ Contents of reflecting the market price of real estate

- Method of applying the market price of real estate located in OO-dong 0-0: It is necessary to understand between the parties to the transaction as to the fact that the sale will be made in the future price (85 billion won) under a clear assumption that the sale would be made in the future, and that the real value per share may also be changed if the actual sale price is changed later.

- The market price of real estate located in the O-dong 0-0,00, 0-0, and 0-0 in order to reflect the accurate market price of each real estate, an appraisal agency's evaluation should be prior to the appraisal. However, since the purpose of appraisal is to achieve a consensus on the difference between the officially announced land price and the actual market price, an unnecessary appraisal commission's expenditure is reduced if there is a consensus between the parties to the transaction on the difference between the officially announced land price and the actual market price. As such, since a building does not have a big difference between the book value and the actual market price, it is common to apply the book value. However, since there is no difference between the officially announced land price and the actual market price, it cannot be known that there is no data disclosed in the fact that there is no difference between the parties to the transaction, the actual market price ratio compared to the officially announced land price in the Seoul Special Metropolitan City area announced in the Ministry of Construction and Transportation, 80.02% of the actual market price in the land announced in the Ministry of Construction and Transportation, 2006.

○ The method of calculating the standard market price of unlisted stocks under the Inheritance Tax and Gift Tax Act shall apply to the portion except the issue of applying the market price of real estate at the price assessment

F) On August 10, 2009, the Plaintiff transferred 314,720 shares of EE Unemployment, including the instant shares owned by the Plaintiff, to the FF industry with a special relationship, 12,951,357,440 won per share (41,152 won per share).

[Ground of recognition] Evidence Nos. 1 through 7, Evidence Nos. 9 through 15, Evidence Nos. 18, 19, and 20, and the purport of the whole pleadings

4) Determination

A) In applying Article 52(2) of the former Corporate Tax Act (amended by Act No. 10423, Dec. 30, 2010); Article 52(1) of the former Corporate Tax Act provides that “The market price shall be based on sound social norms and commercial practices and the prices (including rates, interest rates, rents, exchange rates, and other equivalent rates; hereafter referred to as “market price” in this Article) applied or to be applied in normal transactions between persons other than persons with a special relationship.” Article 89 of the former Enforcement Decree of the Corporate Tax Act (amended by Presidential Decree No. 19891, Feb. 28, 2007) provides that “The market price shall be based on the market price determined in an objective and reasonable manner which includes the appraisal value at least 90 if there is a general appraisal value which is traded continuously with many and unspecified persons other than a person with a special relationship, and where the market price is unclear, (1) if the appraisal value under the Public Notice of Values and Appraisal Act is appraised by an appraisal institution, the average value of 20.

B) As we examined the instant case in light of the above facts, 1) the Plaintiff transferred the instant shares to the FF industry with a special relation after taking over the instant shares from DD with a special relation; 2) the price applied or deemed applicable to the instant shares that the Plaintiff acquired from DD with respect to the instant shares, other than the price determined voluntarily by the Plaintiff and DD with respect to the instant shares that the Plaintiff acquired from DD, or the price applied or deemed applicable to a normal transaction between persons who are not a special relation, or the price generally traded between a third party who is not a special relation, other than a person with a special relation.

③ In light of the fact that the appraisal of the EE unemployment, prepared by the J Accounting Corporation upon the request of D, is not for the payment of national taxes, etc., but only for the negotiation between the parties to the transfer or acquisition of the shares, the sales expected price of the EE unemployment was recognized as the market price, and the appraisal agency did not go through the evaluation to reflect or confirm the accurate market price of the real estate owned by the EE unemployment. The time of the transfer or acquisition of the shares of this case is merely the calculation of the actual market price of the shares of this case at a time different from the time of the acquisition of the shares of this case, the market price of the shares of this case cannot be deemed as accurately reflecting the market price of the shares of this case. ④ No other evidence exists to deem that the transfer or acquisition price of the shares of this case is appropriate, it cannot be deemed that the amount claimed by the Plaintiff is based on the objective exchange value of the shares of this case or the appraisal price of a reliable appraisal agency under Article 89(2)2 of the former Enforcement Decree of the Corporate Tax Act. Therefore, the Defendant’s calculation based on the appraisal price of the shares of this case is lawful.

5) Sub-decisions

As seen above, the plaintiff's conjunctive claim of this case should be dismissed without any justifiable reason. However, in this case where only the plaintiff appealed against the judgment that the court of first instance rejected it, the court cannot render a judgment unfavorable to the plaintiff. Thus, it is reasonable to dismiss the above conjunctive claim as well as the first instance court.

4. Conclusion

Therefore, the judgment of the court of first instance which rejected the lawsuit of this case is justifiable, and thus, the plaintiff's appeal is dismissed. It is so decided as per Disposition.