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

Cheong-gu Office

The same shall apply to the order.

가. 1999년 현재 한국증권거래소에 상장된 법인인 주식회사 ◯◯◯(이하 '◯◯◯'이라 한다)의 1997. 3. 26. 이 사회를 개최하여 상법 제516조의 2 제2항 제4호에 따라 신주인수권만을 양도할 수 있는 권면당 10억원으로 된 총 30장의 신주인수권부사채 300억원을 발행하기로 결의하고, 같은 날 상법 제516조의 5 제1항에 의하여 채권(債券)과 함께 신주인수권증권 30장을 발행하였다.

B. On March 26, 1997, △△△△△△ Investment Co., Ltd. (hereinafter “△△△△△△”) acquired the above bonds with warrants equivalent to 30 billion won (a private bond each of 30 pages), and △△△△ transferred the above bonds with warrants to △△△△△ (hereinafter “△△△△△”).

C. On July 5, 199 and July 13, 1999, the Plaintiff transferred to 4,278,674,400 won a total sum of KRW 4,278,674,40 as follows among the 30 pages of each of the warrant certificates issued in each of the warrant certificates issued in each of the above warrant certificates issued in each of the warrant certificates issued in each of the above warrant certificates (hereinafter “instant warrant certificates”).

Classification

Buyer

Date of Transaction

Purchasing (amount, face value, and cost)

Transfer amount (won)

Bank of Korea Investment Securities Corporation

July 5, 1999

10 CHAPTER (10 billion won)

1,867,912,800

Bank of Korea Investment Securities Corporation

July 13, 1999

10 CHAPTER (10 billion won)

2,410,761,600

guidance.

20 Chapter (20 billion won)

4,278,674,400

라. 위 각 양도 당시 원고는 국세기본법 시행령 제20조 소정의 특수관계에 있는 자로서 ◯◯◯이 발행한 주식의 100분의 5 이상을 소유하고 있었고, 이 사건 신주인수권증권과 관련된 \U000f0077\U000f0077\U000f0077\U000f0077의 주식의 비율은 100분의 1 이상이었다.

E. After that, the defendant deemed that the "stocks listed on the Korea Stock Exchange" under Article 94 subparagraph 3 of the former Income Tax Act (amended by Act No. 6292 of Dec. 29, 2000) and Article 157 (4) of the former Enforcement Decree of Income Tax Act (amended by Presidential Decree No. 16664 of Dec. 31, 199) are included in the preemptive right, and on March 10, 2005, the defendant decided and notified the plaintiff of KRW 564,207,880 as transfer income tax of 199.

F. Since then, the plaintiff submitted necessary expenses data, and the defendant calculated the tax base and capital gains tax after deducting the above necessary expenses on May 20, 2005, and corrected the amount of capital gains tax by reduction of KRW 554,797,950 (hereinafter referred to as "disposition of capital gains tax imposed upon reduction or correction of the amount of capital gains tax, which remains after reduction or correction of the original disposition).

[Reasons for Recognition: Facts without dispute, Gap evidence 1-2, Gap evidence 2, Gap evidence 4, Gap evidence 5, Gap6 and 7-1, 2, Eul evidence 1-2, 5, Eul evidence 3 and 4-2, respectively, and the purport of the whole pleadings

2. Whether the instant disposition is lawful

A. The plaintiff's assertion

Article 94 subparagraph 3 of the former Income Tax Act, which was enforced at the time of each transfer of the warrant certificates, and Article 157 (4) of the former Enforcement Decree of the Income Tax Act, did not include preemptive rights in the subject matter of capital gains. In full view of the fact that the Income Tax Act adopts the so-called principle of taxation on transfer income, the interpretation of the tax law should be interpreted in accordance with the law, barring any special circumstance, and it is not allowed to expand or analogically interpret without reasonable grounds, barring any special circumstance, as long as the income from the transfer of the warrant certificates, which was enforced at the time of each transfer of the warrant certificates, is not included in the subject matter of taxation, capital gains tax shall not be imposed on the income from the transfer of the warrant certificates, which is separate from the stocks, is unlawful.

B. Relevant statutes

It is as shown in the attached Form.

C. Determination

In light of the principle of no taxation without law, the requirements for taxation, non-taxation, or tax reduction or exemption, and the interpretation of tax laws shall be interpreted in accordance with the text of the law, barring any special circumstance, and it shall not be allowed to confirm or analogically interpret without reasonable grounds (see, e.g., Supreme Court Decision 92Nu18603, Feb. 22, 1994). Income tax on a resident is imposed on all income prescribed by this Act (see, e.g., Supreme Court Decision 92Nu18603, Feb. 22, 1994). The Income Tax Act confirms the principle of no taxation without law by stipulating that the scope of income subject to taxation shall be determined by the law, and at the same time, sets the income as the income as the income subject to taxation by classifying it as the type of income

However, as seen in the above related Acts and subordinate statutes, Article 94 subparagraph 3 of the former Income Tax Act and Article 157 (4) of the former Enforcement Decree of the Income Tax Act, which was enforced at the time of each transfer of the warrant certificates of this case, stipulate only the income accruing from the transfer of stocks, etc. meeting certain requirements among the stocks or equity shares listed on the Korea Stock Exchange (hereinafter "stocks, etc."), and do not have any provision on the preemptive right to new stocks, etc., the Enforcement Decree of the Income Tax Act was amended by Presidential Decree No. 16664 on December 31, 199, which included income from the transfer of stocks, etc. listed on the Korea Stock Exchange, which is subject to capital gains tax under Article 157 (4). It is examined whether each transfer of the warrant certificates of this case can be seen as including the preemptive right to new stocks, etc. under Article 94 (3) of the former Income Tax Act, which was enforced at the time of each transfer of the warrant of this case.

Article 416 of the Commercial Act provides that "where a company issues new stocks after its establishment, unless otherwise provided for in the articles of incorporation, the following matters shall be determined by the board of directors; subparagraph 5 provides that "matters concerning transfer of preemptive rights held by shareholders"; subparagraph 6 provides that "the preemptive rights certificates shall be issued only when shareholders' request is made;" Article 418 (1) provides that "shareholders shall have the right to be allocated according to the number of shares held by them;" Article 420-2 (1) provides that "where the company has prescribed in subparagraph 5 of Article 416, the company shall issue preemptive rights to new stocks"; Article 419 (1) provides that "the date set for the issuance of preemptive rights to new stocks" and "the date set for the issuance of preemptive rights to new stocks" in Article 420-3 (1) shall be limited to the issuance of such new stocks; Article 420-4 (1) provides that "the stock exchange shall issue preemptive rights to new stocks" and that the company may issue new stocks with respect to the total amount of such new stocks".

As seen above, as a matter of principle, the preemptive right of shareholders in the ordinary procedure of issuance of new shares refers to the right to receive a preferential allotment of new shares in proportion to the number of shares held by the shareholders, which can be transferred independently from the shareholders' rights. The preemptive right to new shares is a right separate from the shareholders' rights. The preemptive right to new shares is not a right granted based on shareholders' rights since a company issued new shares and granted a right to acquire shares. A person holding the above preemptive right to new shares is qualified as a shareholder only after payment of the subscription price or issue price of new shares. The holding of the preemptive right can not exercise any right as a shareholder against the company. Accordingly, unlike the strict provision that the transfer of shares before the issuance of the share certificates is invalid, the Stock Exchange Business Regulations has provided that the transfer of new shares can be freely decided through the articles of incorporation or the resolution of board of directors. In full view of the fact that the nature of the preemptive right differs from the shares and the stock market is divided into the stock market, the stock market, the stock market, and the stock market, etc., on the other hand, the preemptive right to acquire new shares is merely an economic right as a shareholder.

Therefore, even though the "stocks, etc." under Article 94 subparagraph 3 of the former Income Tax Act and Article 157 (4) of the former Enforcement Decree of the Income Tax Act, which were enforced at the time of each transfer of the preemptive right of this case, cannot be deemed as including preemptive right, each of the dispositions of this case by the defendant who reported otherwise, is unlawful without any need to further examine the remaining issues.

3. Conclusion

Therefore, the plaintiff's claim of this case shall be accepted on the grounds of its reasoning, and it is so decided as per Disposition.

Relevant statutes

[Income Tax Act (amended by Act No. 6292 of Dec. 29, 2000)]

Article 94 (Scope of Transfer Income) Any transfer income shall be the following incomes generated in the corresponding year:

3. Income accruing from the transfer of stocks or contribution shares listed on the Korea Stock Exchange, as prescribed by the Presidential Decree;

4. Income accruing from the transfer of stocks or investment shares not listed on the Korea Stock Exchange, as prescribed by the Presidential Decree;

【Enforcement Decree of the Income Tax Act (amended by Presidential Decree No. 16664 of December 31, 199)】

(4) The term “stocks or investment shares listed on the Korea Stock Exchange as prescribed by the Presidential Decree” in subparagraph 3 of Article 94 of the Act means the stocks, etc. in case where one stockholder or one investor (hereafter in this Chapter referred to as “one stockholder”) possessing not less than 5/100 of the total sum of stocks or investment shares (hereafter in this Chapter referred to as “stocks, etc.”) of a corporation which has issued the stocks listed on the securities market (hereafter in this Chapter referred to as the “securities market”) pursuant to Article 2 (12) of the Securities and Exchange Act and his relative under Article 20 of the Enforcement Decree of the Framework Act on National Taxes (hereafter in this Chapter referred to as the “other stockholders”) transfers not less than 1/100 of the total sum of stocks, etc. of the relevant corporation. In this case, the stocks, etc. falling under Article 158 (1) 1, 4 or 5 shall be excluded.

(5) The term "stocks or investment shares not listed on the Korea Stock Exchange, which are prescribed by Presidential Decree" in subparagraph 4 of Article 94 of the Act means the stocks (including preemptive rights) not falling under Article 158 (1) 1, 4 or 5 and not listed on the securities market, which fall under any of the following subparagraphs:

1. The transfer of stocks of a corporation other than the stock-listed corporation: Provided, That those falling under any one of the following items shall be excluded:

2. Where one stockholder and other stockholders possessing the stocks, etc. equivalent to 5/100 or more of the total sum of the stocks, etc. of a corporation, who fall under any of the items of subparagraph 1, transfer 1/100 or more of the total sum of the stocks, etc. of the relevant corporation:

[Enforcement Decree of the Income Tax Act (amended by Presidential Decree No. 16664 of December 31, 199)]

(4) The term “those determined by the Presidential Decree” in subparagraph 3 of Article 94 of the Act means the stocks, etc. transferred by a person falling under any of the following subparagraphs (hereafter in this Chapter referred to as “large stockholders, etc.”) from among the stocks or equity shares (including the preemptive right to new stocks; hereafter in this Chapter referred to as “stocks, etc.”) of a corporation which has issued the stocks listed on the securities market (hereafter in this Chapter referred to as the “securities market”) under Article 2 (12) of the Securities and Exchange Act: Provided, That the stocks, etc. falling under Article 158 (1) 1, 4 or 5 shall

1. In case where one stockholder or one investor possessing the stocks, etc. of a stock listed corporation (hereafter in this Chapter, referred to as “one stockholder”) and his relative or a person under special relation with him (hereafter in this Chapter, referred to as the “other stockholders”) possess not less than 3/100 of the total sum of stocks, etc. of the relevant corporation as of the end of fiscal year immediately preceding that whereto belongs the transfer date of stocks, etc.: one relevant stockholder and other stockholders. In this case, while it has been short of 3/10 as of the end of immediately preceding fiscal year, but come to possess not less than 3/100 by acquiring the stocks, etc. thereafter, one stockholder and other stockholders after the date of such acquisition shall be included; and

2. One stockholder concerned and other stockholders in case where the total market price of the stocks, etc. of the relevant corporation possessed by one stockholder and other stockholders as of the end of immediately preceding business year immediately preceding that whereto the transfer date of stocks, etc. belongs is 10 billion won or more.

(5) The term “stocks or investment shares not listed on the Korea Stock Exchange as prescribed by the Presidential Decree” in subparagraph 4 of Article 94 of the Act means those falling under any of the following subparagraphs from among those not listed on the securities market, which do not fall under Article 158 (1) 1, 4 or 5:

1. The transfer of stocks, etc. of a corporation other than the stock-listed corporation: Provided, That those falling under any one of the following items shall be excluded:

2. Stocks which fall under any item of subparagraph 1 and are transferred by large stockholders, etc. of a corporation other than the stock listed corporation;

Addenda (Presidential Decree No. 16664, Dec. 31, 199)

Article 1 (Enforcement Date) This Decree shall enter into force on January 1, 2000.

Article 7 (Application of Transfer Income) (1) The amended provisions on the transfer income of this Decree shall apply to the first transfer after the enforcement of this Decree.

Where a company which decides matters to be issued pursuant to Article 416 issues shares after its incorporation, the board of directors shall determine the following matters unless otherwise provided in the articles of incorporation: Provided, That this shall not apply where there are other provisions in this Act or the articles of

1. Class and number of new shares;

2. The issue price and payment date of new shares;

3. Method of underwriting new shares;

4. Name of the persons who are to make a contribution in kind and the class, quantity, value of such property and the class and number of shares to be given therefor;

5. Matters related to transferability of the shareholder's preemptive right to new shares;

6. Issuance of preemptive rights certificates only upon request by shareholders, and the period for request thereof;

Article 420-2 (Issuance of Certificates of Preemptive Rights)

(1) In determining matters set forth in subparagraph 5 of Article 416, the company shall, if prescribed in subparagraph 6 of the same Article, issue preemptive rights certificates at least two weeks prior to the date set under Article 419 (1), if so determined, and if not determined, it shall issue them.

(2) Certificates of preemptive rights shall contain the following matters and serial numbers, and the directors shall affix their names and seals or signatures:

1. Manifestation of certificates of preemptive rights;

2. Matters set forth in Article 420;

3. Class and number of shares subject to the preemptive rights; and

4. Statement that if no subscription for shares is made by a specified date, such rights shall be forfeited.

Article 420 (Transfer of Preemptive Rights)

(1) Preemptive rights shall be transferred only by the delivery of certificates thereof.

§ 516-2.(1) The company may issue bonds with warrants.

(2) In the case of paragraph (1), the following matters shall be decided by the board of directors unless otherwise stipulated in the articles of incorporation:

1. Total amount of bonds with warrants;

2. Details of the warrants vested to such bonds;

3. Period within which the warrants are to be exercised;

4. A statement on the transferability of only the warrants;

5. When there is a request from the person who intends to exercise the preemptive right to new shares, the issue value thereof in lieu of the redemption of such bonds with warrants shall be deemed to have been paid in accordance with Article 516-8

7. Details on the preemptive rights to subscribe for bonds with warrants and the amount of bonds subject to such rights; and

8. Details on issuance of bonds with warrants to persons other than shareholders and the amount of such bonds with warrants to be issued.

Article 516 (Issuance of Certificates of Warrants)

(1) If a company has determined the matters set forth in Article 516-2 (2) 4, it shall issue warrant certificates together with claims.

(2) Certificates of preemptive rights shall contain the following matters and serial numbers, and the directors shall write their names and affix their seals or signatures:

1. Indication of warrant certificates;

2. Company name;

3. Matters set forth in Article 516-2 (2) 2, 3 and 5;

4. Matters set forth in subparagraph 3 of Article 516-4;

5. Provisions that transfer of stocks requires the approval of the board of directors, if so determined;

Article 516 (Transfer of Preemptive Rights)

(1) If a warrant certificate has been issued, transfer of the warrant right shall be made only by the issuance of such warrant certificate.