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

A. On September 10, 2007, an Association-registered corporation (OO, November 17, 2008, and November 2, 2010, respectively changed to YA; hereinafter “non-party company”) published the Financial Supervisory Service’s website that “the number of shares issued was 40,36,972 shares; KRW 00 per share; the date of payment of shares; KRW 25, 200 on October 25, 2007; and on September 10, 2007, the date of the resolution of the board of directors; and KRW 3-party shares issued; and the Financial Supervisory Service’s amendment to the contents of the shares issued to 31,275,237 shares; and each amendment to the contents of the shares issued to 207.”

B. 27 persons, including the Plaintiffs, participated in the capital increase for new shares and acquired new shares by paying 000 won per share on November 27, 2007. Of them, Plaintiff 1,100,918 shares, and Plaintiff 1,651,37 shares, respectively.

C. The Commissioner of the National Tax Service conducted a regular audit of the Seoul Regional Tax Office, and notified the Defendants of taxation data on the following grounds: “The average trading value of the shares of the non-party company for two months before and after the payment date of the principal price is KRW 000 per share, by issuing new shares at KRW 000 per share, which is the difference between the market price and the issue price of the non-party company’s existing shareholders who have participated in the non-party company’s reason for the increase of the reasons for the issuance of the new shares [=00 won per share - KRW 00 per share)]

D. Pursuant to Articles 39(1)1(c) and 63(1)1(b) of the Inheritance Tax and Gift Tax Act (amended by Act No. 8828, Dec. 31, 2007; hereinafter referred to as the “Inheritance Tax and Gift Tax Act”), the head of the tax office of Samsung F&A filed a request for adjudication on Oct. 18, 201 by the Tax Tribunal on April 15, 201; the head of the tax office of distribution of 00 won (including additional taxes); and the head of the tax office on March 11, 2011 on March 11, 201 (hereinafter referred to as the “instant disposition”). The details of the specific calculation are as follows; the Plaintiff’s request for adjudication on Oct. 2, 2011; and the Plaintiff’s request for adjudication was made by the Tax Tribunal on Oct. 18, 201.

F. Meanwhile, on August 14, 2007, the non-party company was designated as a management issue pursuant to Article 28(1)4(a) of the KOSDAQ Market Listing Regulations (amended by Regulation No. 300 of Dec. 7, 2007; hereinafter the same) on the ground that the capital erosion rate is above 50/100 as of the end of the last half year, and was cancelled on March 7, 2008.

[Reasons for Recognition] Unsatisfy, Gap evidence 1, 2 (including additional number), Eul evidence 1 and 2, the purport of the whole pleadings

2. Whether the instant disposition is lawful

A. The plaintiffs' assertion

(1) Violation of evaluation methods

Under Article 53(2) of the Enforcement Decree of the Inheritance Tax and Gift Tax Act (amended by Presidential Decree No. 20621, Feb. 22, 2008; hereinafter the same shall apply), the market price of new shares that forms the basis for calculating the value of donations shall apply the method of assessment under Article 54 (hereinafter referred to as the "additional method of assessment") for the following reasons. Accordingly, since the assessed value of shares does not exceed the issue value, there is no benefit of donation.

(A) Article 53(2) of the Enforcement Decree of the Inheritance Tax and Gift Tax Act, to which the supplementary evaluation method applies, refers not to the case where the designation and public notice is made within three months before or after the evaluation base date, but to the case where the designation of the management issue is included within three months before or after the evaluation base date, but to the case where the management issue is included within three months before or after the evaluation base date. Since the non-party company was designated as the management issue on August 14, 2007 and cancelled on March 7, 2008, the above requirements were met as of November 27, 2007, which is the evaluation base date.

(B) Even if the above provision is interpreted to mean that the date of designation as the administrative issue should belong within three months before or after the evaluation base date, the non-party company’s decision and public notice of the payment date of share price as of October 25, 2007, which was set on October 25, 2007, shall be deemed to be October 25, 2007, the payment date of the first public notice share price. Based on this, the non-party company was designated as the administrative issue within three months before the evaluation base date, and thus, the above requirement

(2) Illegal imposition of penalty tax

Even if the duty to pay gift tax is recognized, it is impossible for the Plaintiffs to determine shareholders of the non-party company, which is the Association-registered corporation, and to report and pay gift tax by calculating the amount of gift by shareholders.

(b) Related statutes;

It is as shown in the attached Table related statutes.

C. Determination

(1) Where a person who is not a shareholder of the relevant corporation directly receives new stocks from the relevant corporation at a price lower than the market price, gift tax is levied on the relevant corporation by deeming that the difference between the market price and the acceptance price has been donated by the shareholders of the relevant corporation (Article 39(1)1 (c) of the Inheritance Tax and Gift Tax Act). In order to determine whether the issue price of stocks is lower than the market price, in principle, the average amount of the market price of stocks of listed stocks or the Association-registered corporation should be determined on a daily basis (Article 63(1)1 (a) and (b) of the Korea Stock Exchange (Korea Stock Exchange) at the closing price before and after the base date of appraisal (Article 63(1)1 (c) of the Inheritance Tax and Gift Tax Act), (3) of the Enforcement Decree of the Inheritance Tax and Gift Tax Act shall be determined on a supplementary method if the trading is suspended or if the market price is re-designated and publicly notified on an annual basis due to a violation of an obligation to disclose or an investment obligation, etc. (Article 28(2) of the Enforcement Rule).).

On the other hand, Article 28 of the KOSDAQ listing regulations provides that investors shall pay attention to investment in cases where the Association-registered corporation, etc. fails to meet the minimum liquidity, aggravation of business performance, etc., and such designation of the management issues giving investors an opportunity to normalize by giving a transitional period to the relevant company. Upon the designation of the management issues, the management issues may be published, and the credit transaction of stocks may be suspended for a certain period until the cancellation date of the management issues verified that the reasons for designation as the management issues have been eliminated, and shall not be used as substitute securities. Accordingly, upon the designation of the management issues, investors shall take advantage of their investment, inevitably cause the decline of the stock transaction, even if the transaction is maintained, or it is difficult to establish a correct market price by maintaining the normal transaction volume, so the Inheritance Tax and Gift Tax Act allows investors to immediately evaluate stocks of a corporation designated as the management issues by excluding the evaluation of the transaction price, and by supplementing the market price of the corporation’s assets or profits and losses.

The purpose of the above provision is to calculate the market price of shares by averaging the market price of shares for 2 months before and after the evaluation base date, but to determine the supplementary evaluation method if shares are designated as the administrative issue within 3 months before and after the evaluation base date, even if the designation of the administrative issue is cancelled, it seems that there is a need for time interval to a certain extent when the normal trade is made after reflecting the reasonable market price. ② Even if the designation of the administrative issue is cancelled, if the designation of the administrative issue was made before and after 3 months after the evaluation base date, if the market price of shares is calculated by averaging the transaction value within 3 months after the evaluation base date, the designation of the administrative issue is contrary to the purport of the provision of the Inheritance Tax and Gift Tax Act excluding the impact on the market price of shares and the average value of shares for the period during which the ordinary trade is maintained, and it is reasonable to interpret that the current administrative issue still has to be managed within 3 months before and after the evaluation base date, not within 3 months before and after the designation of the administrative issue, but within 3 months before or after the evaluation base date.

(2) Since the instant case was released from the designation of the management issues on August 14, 2007, the non-party company was designated as the management issues on March 7, 2008, the designation of the management issues has been maintained for more than three months before or after November 27, 2007, the payment date of stock price. Thus, the market price of new shares should be calculated by the supplementary assessment methods pursuant to Article 63(1)1 (c) of the Inheritance Tax and Gift Tax Act and Articles 53(2) and 54 of the Enforcement Decree of the same Act. Nevertheless, the instant disposition was unlawful without any need to further examine the remaining arguments of the plaintiffs.

(3) Scope of revocation

In a lawsuit seeking revocation of a tax disposition, whether a disposition exceeds a legitimate tax amount is determined depending on whether it exceeds a reasonable tax amount. The parties can submit objective tax bases and materials supporting the tax amount until the closing of argument in the fact-finding court. When computing a legitimate tax amount to be imposed lawfully based on such materials, only the portion exceeding the legitimate tax amount shall be revoked, but in such case, the entire tax disposition shall not be revoked. In such a case, the court does not impose an obligation to calculate a legitimate tax amount to be imposed by finding a reasonable and reasonable method of calculating a reasonable and reasonable tax amount actively and actively by its authority, and in such a case, the legitimate tax amount cannot be calculated (see, e.g., Supreme Court Decision 94Nu13527, Apr. 28, 1995). Thus, the entire tax disposition in this case shall be revoked (see, e.g., Supreme Court Decision 94Nu13527, Apr. 28, 195). Thus,

3. Conclusion

Therefore, since the plaintiffs' claims are reasonable, they shall be accepted respectively, and it is so decided as per Disposition.