A. On June 30, 2008, the Plaintiff merged B (hereinafter “B”) with a listed corporation engaging in the intermediation of travel at home and abroad, the provision of international conference services, and the production of drama and video content.

B. Meanwhile, B was an unlisted corporation operating a travel agency business, etc., merged C, an unlisted corporation (hereinafter “C”), which was engaged in a general travel business in Korea and abroad on October 25, 2007, and completed the merger registration on the same day.

(hereinafter referred to as “instant merger”). C.

B determined the merger ratio by calculating the stock value per share of B and C according to the Cash Flowings Act (hereinafter “DCF Act”) to calculate the stock value by discounting the cash flow expected at a certain discount rate at the time of the instant merger. Accordingly, C issued a total of 0.015465 shares per common share of C as of the date of the instant merger.

B The book value of net assets succeeded from C through the instant merger was KRW 48 billion, and the fair value was KRW 1.526 billion, and the value of the new shares issued by C in exchange for the merger was KRW 9.5 billion. However, B succeeded to the net asset value of KRW 1.526 billion and the issue value of new shares for the merger was accounted for as follows: (a) while succeeding to the fair value of the net asset of KRW 3,500,000,000, which is the difference between KRW 1.526 billion and the issue value of new shares for the merger, KRW 7.74 billion, which is the difference between the net asset value of KRW 1.5 billion and the issue value of new shares for the merger, was accounted for in the account book (hereinafter “instant

(unit: 3,636 liabilities, 3,609 sales rights, 7,974 equity capital 480/480 of deferred corporate tax, 9,452 in excess of 3,636 shares

E. B The instant goodwill is deemed not to fall under depreciable assets under Article 24(4) of the former Enforcement Decree of the Corporate Tax Act (amended by Presidential Decree No. 22184, Jun. 8, 2010; hereinafter “former Enforcement Decree of the Corporate Tax Act”), and the amount appropriated as goodwill is the same as the inclusion in the calculation of earnings.