2. The costs of appeal shall be borne by the Defendant.

The defendant's refusal to rectify corporate tax for the business year of 2005 against the plaintiff on September 29, 2008 shall be revoked.

2. Purport of appeal

The judgment of the first instance is revoked. The plaintiff's claim is dismissed.

A. On August 23, 2010, the Plaintiff (hereinafter “Plaintiff”) purchased 15,374,749 shares at the time of DC Cement Co., Ltd. (hereinafter “D Cement”) from BBB to BB BB loan Co., Ltd. on December 30, 199 (hereinafter “DC”) 15,370,749 shares at the same time as DCC Co., Ltd. (hereinafter “DC”) at 200,000 won per share value of 5,00,000 won for 20,000 won for 30,000,000 won for 20,000 won for 20,000 won for 30,000,000 won for 20,000 won for 30,000,000 won for 5,00,000 won for 20,000 won for 30,000,000 won for 2.

D. On August 30, 2006, the Plaintiff appealed and filed a lawsuit against the Defendant seeking the revocation of the above disposition of income as Seoul Administrative Court 2006Guhap31457 on August 30, 2006, and withdrawn the lawsuit on November 14, 2006 (the Plaintiff, at the time, withdrawn the lawsuit in controversy as to whether the above disposition of income is subject to an appeal litigation).

E. Meanwhile, according to the purport of the Defendant’s disposition as seen earlier, the Plaintiff reported the tax base and tax amount of corporate tax by including the price for the business year in which the stocks, including the instant stocks, were disposed of as indicated below (the corporate tax for the business year 2004 was reported in the calculation of earnings according to the results of the tax investigation as seen earlier). On January 10, 2008, the Plaintiff filed a claim for correction of corporate tax for the business year 2005 (hereinafter referred to as “instant claim for correction”) by asserting that the transaction of the instant stocks did not fall under the requirements for calculation of wrongful calculation in relation to KRW 30,832,409,09,000, which was reported to the Defendant in the calculation of earnings for the business year 2005.

F. On September 29, 2008, the defendant issued a notice of rejection of a request for corporate tax correction (hereinafter referred to as "disposition of this case") on the ground that the original contents of the report are legitimate as to the plaintiff.

[Basis] Facts without dispute, Gap's evidence 1, 2, Gap's evidence 3-1 to 24, Gap's evidence 4-1, 2, Gap's evidence 5, Eul's evidence 1 to 3, and the purport of the whole pleadings

2. Determination as to the defense prior to the merits

The court's explanation on this part is the same as the corresponding part of the judgment of the court of first instance. Thus, the court's explanation on this part is justified under Article 8 (2) of the Administrative Litigation Act and Article 420 of the Civil Procedure Act.

3. Judgment on the merits

A. The plaintiff's assertion

"The purchase of the shares of this case by the plaintiff is made as part of efforts to improve the future value of the DG life insurance company (hereinafter referred to as "GG life insurance company"), the effort to improve the financial structure of DG cement, maintain the governance structure of DG group as to DDR, and promote the plaintiff's future profit-making, and the purchase price is based on the appraised value per share of the DG life insurance company (hereinafter referred to as "DG life insurance company"), which will be merged with the foreign investment company, and the purchase price is also based on the purchase price as well as the appraised value per share of the company for the creation of future profit-making. In full view of the following DG life insurance shares issued and listed, the purchase price shall not be deemed to constitute an abnormal act lacking economic rationality, and thus, the defendant's disposition of this case

It is as shown in the attached Form.

(c) Fact of recognition;

1) Circumstances on the merger of GG bio-resources

A) On June 30, 1999, the D Group (designated as a subscriber) and the “redelivery Flail, a foreign company, submitted investment proposals and intent to make investments to acquire GG bio-resources by organizing a consortium on June 30, 199.

B) On December 9, 1999, the Financial Supervisory Commission (former Financial Services Commission), GG bio-resources, DD bio-resources, and RF concluded a memorandum of Understanding (MU) on the restructuring, acquisition and operation of shares of GG bio-resources, with the minimum acquisition amount of GG bio-resources as KRW 53 billion.

C) DG bio-resources and RF invested 50% in 50% to acquire all shares of the GG bio-resources owned by the government. The RF, a fund in the same affiliation, has the 'Asia Redelivery Finance (hereinafter referred to as the "ADR") acquire 4700,000 shares of DG bio-resources, and had them merge into 1:1 after acquiring DG bio-resources.

D) On March 29, 2000, the Korea Deposit Insurance Corporation, the Financial Supervisory Commission, the Reorganization Bank, the GG bio-resources, the BBB, and the RF entered into a contract on the acquisition of the GG bio-resources. On April 3, 2000, the DG bio-resources and the RF acquired all of the GG bio-resources owned by the Reorganization Corporation. On April 9, 2000, the RF participated independently in the subscription for new shares of DG bio-resources and acquired 4.7 million new shares of DG bio-resources.

E) DG bio-resources and GG bio-resources entered into a merger agreement on April 12, 200, and the merger ratio (1:1) was approved by the Financial Supervisory Service on June 26, 200 with the reduction of capital, and completed the merger registration on July 1, 200 after the reduction of capital.

2) The Plaintiff’s circumstance of purchase of the instant shares

A) As the D cement, which is a holding company of the DD Group, becomes at the insolvency crisis due to the aggravation of assets and earnings due to the IMO’s foreign exchange crisis, the Dement entered into an agreement for the improvement of financial structure with the ZF (former YF), which is the principal creditor bank, on June 8, 199. The self-rescue plan reduced the debt ratio by selling real estate and securities in the second half of 1999, by raising 190 billion won as the sale of real estate and securities, and by raising 40 billion won as the increase in capital and foreign capital inducement, and decided to conduct affiliated restructuring centered on main business such as cement and cement, and sold the shares in this case as part of the plan.

B) Meanwhile, the Plaintiff was running factoring finance as its main business, but at the time of the IMF foreign exchange crisis, the factoring finance market had undergone a serious erosion, strengthening investment in securities as a part of business diversification in order to improve the profit structure. Accordingly, the Plaintiff’s investment securities owned by the Plaintiff amounted to KRW 1,67.2 billion in the year 2000, KRW 214.6 billion in the year 2001, and KRW 262 billion in the year 202.

C) The Plaintiff and Dement respectively requested W Accounting Firm and UU Accounting Firm to assess the value of DDR shares. As a result, as of September 30, 1999, WW Accounting Firm calculated the value per share of DDR shares as KRW 4,491, and UU Accounting Firm as of KRW 5,495, and the Plaintiff purchased the instant shares from Dement on December 30, 199, and the Plaintiff purchased KRW 5,000 per share.

3) Capital and revenue status of DDR before and after the purchase of the instant shares

A) For the smooth implementation of business and the enhancement of external credibility, DNA bio-resources were issued five times from October 6, 199 to August 5, 2003, immediately before the Plaintiff purchased the instant shares (specific details are as follows, and subsequent capital increase due to a merger with GG bio-resources are excluded from the capital increase due to capital increase).

B) Although DNA bio-resources were in a state of complete capital erosion due to continued deficits during the business year from the business year 1992 to the business year 1999, except for the business year 194, operating income has been significantly increased since the business year 2000, which received the above capital increase (specific details are as follows) and listed on the securities market on October 8, 2009.

(iv)Disposal of DDR stocks of the Plaintiff and the ARF;

A) On February 23, 200, the Plaintiff sold 5,000,000 shares of DNA bio-resources to 5,000 won per share in the social group held by DDR, and sold or invested in kind the shares of DNA bio-resources to 5,000 won per share or 17,000 won per share until October 6, 2009 (specific details are as follows).

나) ARF는 2006. 5. 4. 보유 중인 DD생명 주식 총 6,475,219주를 주식회사 QQQQQQ투자목적회사 등에 모두 매각하였다.

[Reasons for Recognition] Facts without dispute, Gap evidence 6 to 16, Gap evidence 18 to 40 (including each number), the purport of the whole pleadings

D. Determination

Article 52 of the Corporate Tax Act provides that a corporation’s rejection of unfair calculation under Article 52 of the Corporate Tax Act does not mean a reasonable method by a person with a special relationship, but rather by abuse of the various forms of transactions listed in each subparagraph of Article 88(1) of the Enforcement Decree of the Corporate Tax Act, and the taxation authority is deemed to have denied it and to have income recognized as objective and reasonable by the method prescribed in the Acts and subordinate statutes. In the case of an economic person’s view, it is limited to a case where it is deemed that the economic rationality was neglected by calculating an unnatural and unreasonable act. In this case, the determination of whether the economic rationality exists shall not be deemed just because only the price relation of the transaction is removed, but rather, whether the transaction lacks economic rationality in light of sound social norms and commercial practices (see, e.g., Supreme Court Decision 202Du2829, Jan. 14, 2010).

In light of the above legal principles, it is difficult for the Plaintiff to take over the GG bio-resources jointly with the Korea Financial Services Commission, i.e., 00 won to take over the GG bio-resources, ii) the major shareholder of Dement was faced with a serious financial crisis due to the IMF crisis at the time, and (iii) the Plaintiff increased its investment ratio as part of its business diversification to improve its profit structure, iv) it is difficult to view that the 2D non-listed shares were purchased from 00 G non-listed shares to 00 G non-listed shares after the sale of D non-listed shares, and that the 10D shares were purchased from 00 G non-listed shares to 30 G non-listed shares, and that the 2D shares were purchased from 00 G non-listed shares to 30G 90 billion won after the purchase of D non-listed shares.

Therefore, the Defendant’s disposition rejecting the instant claim for correction is unlawful.

4. Conclusion

Therefore, the plaintiff's claim is justified, and the judgment of the court of first instance is just, and the defendant's appeal is dismissed as it is without merit. It is so decided as per Disposition.