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

Cheong-gu Office

The Defendant revoked each disposition of KRW 000, KRW 000, KRW 000, and KRW 000, each of which is imposed by the Plaintiff on August 7, 2012 (the Plaintiff sought revocation of the disposition of imposition as of September 2012, but the date of notification of each of the above dispositions is August 7, 2012, and thus the purport of the claim is examined as above).

A. On May 3, 2007, 2007, BB changed from CC, a corporation listed in the securities market, to DoDD on June 2007, and agreed to acquire management rights of the said company from the FF of the existing major shareholder FF of 201, which was changed to Do DDD on September 3, 2007. On the same day, the instant company agreed to take over management rights of the said company from DogGF, a corporation listed in the securities market, to take over 24% of the shares of DoGG, a corporation of Russia, in order to enter into the development industry, including genetic exploration and extraction, and made a resolution by the board of directors on capital increase in Korea for the purpose of raising the funds.

B. Meanwhile, in order to offer securities worth not less than 2 billion won under the former Securities and Exchange Act (amended by Act No. 8635 of Aug. 3, 2007), an issuer shall submit to the Financial Supervisory Commission a registration statement on the securities in question pursuant to Article 8 of the Securities and Exchange Act and Article 2 of the Enforcement Rule of the same Act (amended by Ordinance of the Prime Minister No. 885 of Aug. 4, 2008). The instant company was ordered by the Financial Supervisory Commission to submit a corrective registration statement twice on May 3, 2007, but it was ordered by the Financial Supervisory Commission to submit a corrective registration statement on August 1, 2007, and eventually withdrawn the submission of the securities registration statement on August 1, 2007. The instant company was finally increased on August 16, 2007 without filing the securities registration statement with the following contents (hereinafter “instant capital increase”).

Class and number of new shares: 000 registered common shares

0 Purpose of financing: Project funds to promote new projects;

○ Issue price of new shares: 000 won per share (500 won per share)

○ Total amount of new shares issued : 0000 won

○ Payment date of subscription money: August 16, 2007

○ Persons subject to new assignment: BB et al. 51

(1) A plan to protect the Korea Securities Depository for one year from August 27, 2007 in full.

C. The Plaintiff participated in the capital increase with new shares, and acquired 000 shares of the instant company as KRW 000 per share.

D. From April 30, 2012 to June 8, 2012, the Director of the Daegu Regional Tax Office issued a notice of taxation data stating that the time of appraisal of the instant shares was KRW 1,467 per share price of new shares with the time of appraisal of shares payment, and that when the Plaintiff increases for value, it was 646 won per share from the existing shareholders of the instant company (HH 15.00%, FF 14.05%, 5.95% of minor shareholders, 1,467 won-821 won) of the instant company.

E. On August 7, 2012, the Defendant issued each disposition of imposition of gift tax of KRW 000 (FF donated), KRW 000 (HH donated), and KRW 000 (HH donated) upon the donation from August 16, 2007 to the Plaintiff on August 7, 2012 (hereinafter collectively referred to as “each disposition of this case”).

F. The Plaintiff filed an appeal with the Tax Tribunal on October 31, 2012, but was dismissed on December 27, 2012.

Facts without any dispute, Gap's 1 through 8, Eul's 1 and 2 (including each number), the purport of the whole pleadings, and the purport of the whole pleadings.

2. Whether the instant disposition is lawful

A. The plaintiff's assertion

(1) In light of the fact that the number of solicitations to subscribe to the allocation of new shares of this case exceeds 50 persons, there was solicitations, such as investment presentation sessions, and that such solicitations were also conducted even if the obligation to report on the offering of securities was not fulfilled, it shall be deemed that the offering of new shares constitutes an offering. Accordingly, the offering of new shares constitutes the offering of new shares by a third party under Article 2(3) of the former Securities and Exchange Act.

(2) The instant capital increase increase for new shares ought to be deemed as the “market price of KRW 821 per share,” which is determined in accordance with the Regulations on Issuance and Public Disclosure of Securities, as the normal and reasonable transaction between the non-specially related persons.

(3) Since the Plaintiff’s new shares allocated with the instant capital increase for one year, the assessment value per share prior to the capital increase should not be based on the date of payment of the stock price, but on the date of cancellation of the safe deposit order, which is possible to dispose of the issued shares. Since the Plaintiff did not have any substantial profit at the time of disposal of the shares due to the decline in the stock price of the company immediately preceding the intended period of protection, the imposition of gift tax is in violation of the principle of substantial taxation.

(4) The imposition of gift tax only to the Plaintiff without imposing gift tax on other underwriters goes against the principle of equality.

(b) Related statutes;

It is as shown in the attached Form.

C. Determination

(1) Whether the case constitutes grounds for exclusion from gift tax

(A) Article 39(1)1 of the Inheritance Tax and Gift Tax Act provides that no gift tax shall be levied on forfeited stocks that a stock-listed corporation or Association-registered corporation under the Securities and Exchange Act allocates forfeited stocks to a public offering method under Article 2(3) of the same Act. This is an exception to the issuance of new stocks, where a corporation allocates new stocks through a public offering procedure under the Securities and Exchange Act and other relevant Acts and subordinate statutes, and trades between many and unspecified persons in the Korea Exchange or Association brokerage market, it is determined in the process of fair competitive trading, and

Article 2 (3) of the Securities and Exchange Act provides that "public offering of new securities" in this Act provides that "public offering of new securities shall be made under the conditions as prescribed by the Presidential Decree," and Article 2-4 (1) of the Enforcement Decree of the Securities and Exchange Act provides that "not less than 50 persons who are solicited to acquire new securities shall be required to make public offering of new securities in accordance with the provision of Article 2 (3) of the Securities and Exchange Act" and Article 2 (4) of the same Act provides that "no more than 50 persons who are solicited to make public offering of new securities shall be transferred to not less than 50 persons within one year from the date of issuance of the securities, if the securities concerned are transferable to not less than 50 persons within one year from the date of public offering of new securities, and an issuer shall not make a public offering of new securities unless the issuer makes a public offering of new or new securities whose total amount of sale price of securities falls under the standard prescribed by the Financial Supervisory Commission."

(B) As the company in this case withdraws the securities declaration, the company in this case seems to abolish the method of securities offering under Article 2 (3) of the Securities and Exchange Act; rather, the company has taken protective measures according to private placement method; there is no sanctions imposed by the Financial Supervisory Commission to the effect that it failed to comply with the obligation to report on the subscription of new shares; ② it is possible for the company to submit the securities registration statement and invite subscription through the public offering procedure to accept it; ② The subscription of this case cannot be deemed as the offering of new shares under Article 2 (3) of the Securities and Exchange Act; ③ if there is no solicitation of 50 or more persons without the securities registration statement as alleged by the plaintiff, if it is excluded from the gift tax assessment, the company's offering of new shares is excluded from the gift tax. In full view of the circumstances such as the fact that the company's solicitation of 50 or more persons without the securities registration statement would result in the unfair result that its major shareholders or managers are unable to impose tax on them. Thus, the Plaintiff's assertion that the offering of new shares constitutes the so-called offering method of securities offering under Article 2 (3).

(2) Whether the issue price of new shares satisfies the market price

Even if the issue value of new shares allocated to the Plaintiff at the time of issuing new shares is determined in accordance with the delegation under Article 192(1)1 of the Securities and Exchange Act and Article 84-25(1)1 of the Enforcement Decree of the same Act as to the issue value of the listed corporation pursuant to Article 57(3) of the Regulations on the Issuance, Public Disclosure, etc. of Securities and Exchange, the above provision places certain restrictions on the issue value of new shares in order to secure fairness in issuing new shares and investmentCC, and its legislative purpose is different from that of Article 39(1)1(a) of the Inheritance Tax and Gift Tax Act. Thus, the above issue value cannot be seen as "market price under Article 39(1)1(a) of the Inheritance Tax and Gift Tax Act (see Supreme Court Decision 2013Du21670, Mar. 13, 2014). According to the evidence and the purport of the whole pleadings, the Defendant’s calculation of the market value of the shares in this case as the market value of the shares in question is not erroneous.

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

(3) As to the assertion regarding the period of duty of safekeeping

Even if the Plaintiff did not have any substantial profit at the time of disposal of the shares due to the decline in the duration of the obligation to accept the shares for one year and the immediately preceding company’s share price, the provisions of the law and the following circumstances acknowledged as above: ① calculation of profits under the provisions of Article 29(4) of the Enforcement Decree of the Inheritance Tax and Gift Tax Act shall be based on the payment date of the shares; ② Article 423 of the Commercial Act provides that an underwriter of new shares shall have the rights and duties as a shareholder from the day following the due date when he pays or pays shares in kind. The Plaintiff becomes a shareholder of the instant company prior to the due date of payment of the shares, and the right to receive dividends and the right to receive residual assets at the time of liquidation also acquired shares. ③ Even if the Plaintiff’s rights were protected by an agreement between the Plaintiff and the instant company, the effect of acquiring new shares is only the existing shares, ④ the price of new shares at the time of disposal, and thus, it cannot be said that the Plaintiff did not have any more protected interest than the market price of the shares.

(4) Whether the principle of equality is violated

As above, as long as the Plaintiff’s payment of gift tax is established, whether to impose gift tax on other underwriters cannot affect the legitimacy of the disposition of this case. Thus, the Plaintiff’s assertion on this part is without merit.

3. Conclusion

Therefore, the plaintiff's claim is dismissed as it is without merit. It is so decided as per Disposition.