On December 12, 2007, a contract for the transfer of L(L. 5,179,561 shares (20.01%; hereinafter “instant shares”) owned by D Co., Ltd. (hereinafter “D”) to K (hereinafter “K”) of USD 3.403270 per share, the total amount of USD 17,627,444, and USD 17,627,50 per share, the price of which is much lower than the market value (hereinafter “instant shares”) is not for listing the Japanese stock market, but for tax evasion. At the time of entering into the first stock transfer contract, the contract for the transfer of stocks including the shares transferred under the first stock transfer contract has become final and conclusive between K andO for the purpose of tax evasion. At the time of entering into the first stock transfer contract, the contract has become final and conclusive as the total amount of USD 100 per share to USD 37037,7038,00 per share, and the total amount of shares transferred between K andO.

The transfer margin of the instant shares due to the 1st share transfer agreement and the 2nd share transfer agreement shall be deemed to have been substantially reverted to D. The Defendant C, in order to disguised the 1st share transfer agreement into a normal transaction, prepared retrospectively the intent of purchase of shares after 3 months, and K is merely a company or an authorized company established for the purpose of tax evasion.

Comprehensively taking account of these circumstances, Defendant D is deemed to have sold the instant stocks to USD 5.73703 per share in accordance with the substance over form principle, and Defendant D should be recognized as liable to pay corporate tax corresponding thereto.

The misunderstanding of facts and misunderstanding of legal principles as to whether a contract constitutes fraud or other wrongful acts is concluded with the aim of evading domestic taxes, and the Defendants concealed the contents of the 2 stock transfer contract without disclosing them, and the option transaction which was concluded with Q (hereinafter “ Q”) prior to the 1 and 2 stock transfer contract was entered into in the accounting audit.