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

A. On September 25, 2009, the Plaintiff concluded a management transfer agreement with the non-party 8, non-party 9, and non-party 10 to acquire 4.7 billion won (15,106 won per share) of Dap Co., Ltd. (hereinafter referred to as “Dap”)’s Dap Co., Ltd. (hereinafter referred to as “Dap”)’s Dap, a KOSDAQ-listed corporation, and entered into a management acquisition agreement with the non-party 8, etc. to have the right of management as the Plaintiff (hereinafter “the first acquisition agreement”). At the time, the non-party 8 transferred 340,000 shares of 1,50,000 shares among the 1,50,000 shares and owned 1,160,000 shares and was the largest shareholder around that time.

B. After December 23, 2009 and December 1, 29, 2009, Daehan issued new shares with capital increase. Nonparty 1, Nonparty 2, and Nonparty 3 (hereinafter “the instant directors”) who were the Plaintiff’s executives acquired 357,929 shares by participating in the above new shares increase with a total of 357,929 shares. The number of shares held by each shareholder after the 1 and 2 new shares increase with a total of 357,929 shares is as listed below.

[Attachment 1]

The number of shares held in the name of Plaintiff 491,671 and the number of shares held by the Plaintiff and related parties included in the main sentence are 1,449,540 Nonparty 113,291, Nonparty 2133,291, Nonparty 391, Nonparty 59, Nonparty 5940, Nonparty 81,60,000

C. On March 24, 2010, the Plaintiff and the instant directors concluded a contract with Nonparty 4 to transfer 11.1 billion won (hereinafter “the instant secondary acquisition agreement”) of the Plaintiff and the instant directors on the aggregate of KRW 114,829, 114,829 among the shares of Dialials owned by the Plaintiff and Dials owned by Nonparty 4, and KRW 606,500,000,000 per share to Nonparty 4, and the Plaintiff’s management right also transferred to Nonparty 4 (hereinafter “the instant secondary acquisition agreement”). According to the said contract, the Plaintiff and the instant directors’ shareholding in Dials owned by the Plaintiff was changed as indicated in [Attachment 2].

[Attachment 2]

Plaintiff 491,671,671 491,6710 Nonparty 133,291 38,277,2779,014 Nonparty 2133,291 38,276 95,014 Nonparty 213,291 38,276 95,015 Nonparty 391,347 391,347 38,276 53,071 totaling 849,606,50234,100

D. On June 3, 2013, the director of the regional regional tax office of Jungbu Regional Tax Office: (a) transferred the pertinent shares to KRW 2,300 per share at the time of the instant secondary acquisition agreement; and (b) the instant directors transferred the said shares to KRW 18,391 per share; (c) the Plaintiff distributed profits equivalent to the management rights premium to the directors of the instant case who are related parties under the instant secondary acquisition agreement; and (d) the Plaintiff was deemed to have received less transaction fees for the stocks and management rights held by the Plaintiff; and (c) applied Article 52 of the Corporate Tax Act and Article 88(1) of the Enforcement Decree of the same Act by deeming that the Plaintiff was to have received less transaction fees for the stocks and management rights held by the Plaintiff, thereby notifying the Plaintiff of the change in the amount of income.

E. In addition, on June 5, 2013, the director of the Namcheon District Tax Office issued a disposition to increase the Plaintiff’s corporate tax and additional tax of KRW 690,698,240 for the business year 2010 in the calculation of the Plaintiff’s profits distributed by the Plaintiff to the directors of the instant case on the same purport as the foregoing paragraph (hereinafter “the foregoing notification of change in income amount and the disposition of imposition, such as corporate tax, are combined).

F. The Plaintiff filed a petition with the Commissioner of the National Tax Service for an objection against each of the instant dispositions by the Defendants, but was dismissed on September 28, 2013.

[Ground of recognition] Facts without dispute, Gap evidence 1, 3, 13, 15, 16-1, 2, 17, 18, Eul evidence 5, 6, and 8, and the purport of the whole pleadings

2. Whether each disposition of this case is lawful

A. The plaintiff's assertion

The Plaintiff is the largest shareholder of Da insignia, and the instant directors, as directors of Da Insignia, should naturally add management premium to the shares held by the instant directors. As such, the instant secondary acquisition agreement constitutes a contract with economic rationality.

In addition, as stipulated in Article 52(1) of the Corporate Tax Act, the provision on the denial of wrongful calculation applies to cases where a domestic corporation unjustly reduces the tax burden on the corporation's income due to "transaction with a specially related person". Since the second acquisition agreement of this case is a transaction between the plaintiff and the non-party 4, the provision on the denial of wrongful calculation cannot be applied to the above contract.

(b) Related statutes;

It is as shown in the attached Table related statutes.

C. Determination

1) Whether the management premium should be added to the shares held by the instant director as a matter of course

In light of the facts acknowledged earlier, since the largest shareholder of the Plaintiff and the director of the instant case still fell under Nonparty 8, the Plaintiff was not able to acquire management rights if he did not conclude a separate agreement to transfer his management rights as the largest shareholder. Therefore, the Plaintiff’s acquisition of management rights by offering new stocks to the Plaintiff regardless of the directors of the instant case can be deemed to fall under the acquisition of management rights by offering new stocks to the Plaintiff and Nonparty 8. In addition, the Plaintiff became the largest shareholder of the instant case with the related parties including the directors of the instant case through the offering of new stocks, but the status of the largest shareholder was not transferred to Nonparty 4 when entering into the instant secondary acquisition agreement, but the Plaintiff and the director’s holding shares were transferred to Nonparty 606,50 shares, etc. of the instant director, and only Nonparty 8 did not acquire management rights by acquiring the shares from Nonparty 4 under the instant agreement. Therefore, Nonparty 4 was not entitled to acquire management rights by acquiring the shares from Nonparty 4 through the Plaintiff’s transfer of the shares to Nonparty 84.

In this regard, the Plaintiff argued that the “power to decide on the basic policy for multiple insignias” held by the instant directors as directors and management is a kind of management right, and that the instant directors have resigned from the office of multiple insignias as the instant secondary acquisition agreement, so the number of the instant directors should be added to the management rights premium. However, the instant directors’ appointment as directors was derived from the Plaintiff’s management rights of multiple insignias that the Plaintiff acquired, and thus, the Plaintiff could have maintained their directors for a limited period only during the Plaintiff’s possession of the management rights of multiple insignias. Accordingly, the Plaintiff’s transfer of the management rights of multiple insignias to Nonparty 4 is naturally expected to resign from the office of multiple insignias. Therefore, the instant directors cannot be said to have distributed the management rights premium.

Therefore, this part of the plaintiff's assertion is without merit.

2) Since the instant secondary acquisition agreement is a transaction between the Plaintiff and the non-party 4, it cannot be applied to the said agreement due to a wrongful calculation.

Each of the instant dispositions does not regard the instant secondary acquisition agreement itself between Nonparty 4, the Plaintiff, and the instant directors as a wrongful calculation. However, each of the instant dispositions was determined based on the Plaintiff’s determination that, in the course of distributing the sales price of KRW 11.1 billion jointly received by the Plaintiff and the instant directors after the instant secondary acquisition agreement, there was a lack of economic rationality among the instant directors, who are their specially related parties, in the course of distributing the sales price of KRW 11.1 billion pursuant to the contributory portion. Therefore, the Plaintiff’

3. Conclusion

Therefore, the plaintiff's claim against the defendants is dismissed in its entirety, and it is so decided as per Disposition.

[Attachment]

Judges Kang Jong-chul (Presiding Judge)