.

2. The costs of lawsuit are assessed against the plaintiffs.

Cheong-gu Office

Each gift tax imposition disposition by the Defendants listed in the separate sheet against the Plaintiffs shall be revoked.

(a) AA Information Co., Ltd. (hereinafter referred to as "A") aims at providing marriage information on January 1, 1999;

설립된 비상장법인으로, 원고 정BB, 정CC, 정DD은 AA의 주주이자 고문으로 재직중인 정FF의 자녀이고, 원고 김SS, 김QQ은 AA의 주주인 정HH의 자녀이다.

The shareholders of AA between 2007 and 2011 are as follows.

B. The plaintiffs received a donation of cash from HaF and HaH respectively, and issued Kteck-ro Co., Ltd. (hereinafter “KK”) from AA on December 2009, as follows:

The 2010. 2010 on the ground that a total of 17,600 shares (hereinafter referred to as "the shares of this case") was acquired by purchase.

3. 30. The gift tax on cash donated as above was reported and paid.

【Acquisition Details of Stocks by Plaintiff】

C. The Director of the Regional Tax Office of 00 Tax Office shall grant the Plaintiffs tax assistance from March 27, 2015 to April 30, 2015.

5 years after the plaintiffs received the donation of the shares of this case from HaF and HaH

On December 5, 2011, KK became a KOSDAQ-listed corporation, and its share value has increased.

The content of taxation data was notified to the Defendants.

D. Accordingly, the Defendants are amended by Act No. 11130, Dec. 31, 2011.

Pursuant to Article 42(4)1 of the former Inheritance Tax and Gift Tax Act (hereinafter referred to as the "former Inheritance Tax and Gift Tax Act"), the Plaintiffs:

December 5, 2011 2,242,067,190 won (additional Tax) in total as shown in the separate sheet by making it the donation date December 5, 201 as the donation date.

(including) the gift tax was imposed (hereinafter referred to as “instant disposition”).

E. The Plaintiffs appealed and filed a request for examination with the Commissioner of the National Tax Service on July 17, 2015.

September 17, 2015.

[Ground of recognition] Unsatisfy, Gap evidence 1 to 3, 5, 6

(B) each entry of evidence Nos. 1 and 2, and the purport of the whole pleading;

- 4-

2. Whether the instant disposition is lawful

A. The plaintiffs' assertion

The instant disposition is unlawful for the following reasons.

(i) the failure to meet the requirements for property acquisition;

The Plaintiffs merely purchased the shares of this case with the money given by HaF and HaH, and did not receive a donation for the said shares, and did not meet the requirements for property acquisition under Article 42(4)1 of the former Inheritance Tax and Gift Tax Act.

(ii) satisfying the requirements for reasons for the increase of property value;

In order to apply Article 42(4)1 of the former Inheritance Tax and Gift Tax Act, it is necessary to contribute to the listing of shares and equity shares, which are grounds for the increase in property value. This means cases where a donor can contribute to the listing itself of shares, or where a donor is in a position to use or equivalent to the inside information on the listing of shares of a company. However, the FF or HH was not a person who is not a related party of K, a company issuing the shares of this case, but is not a person in a position to exercise influence over K or to use company internal information. Accordingly, the requirements for the increase in property value were not satisfied.

B. Relevant statutes

The entries in the attached Table-related statutes are as follows.

C. Determination

1) Requirements for the application of Article 42(4)1 of the former Inheritance Tax and Gift Tax Act

In order to apply Article 42 (4) 1 of the former Inheritance Tax and Gift Tax Act, a person who is deemed unable to perform the act on his/her own account in light of his/her occupation, age, income, and property status such as a minor (hereinafter referred to as "main requirement"), and a person who receives property from others and acquires (hereinafter referred to as "property

The requirements for acquisition shall be prescribed by Presidential Decree, such as execution of development projects, change of form and quality, partition of co-owned property, authorization and permission of projects, listing and merger of stocks and equity shares, etc. within five years from the date of acquisition of such

The requirement that the value of the property has increased due to the reason(s)(s)(s)(s)(s)(s)(s)(s)(s)(s)(s)(s)(s)(s)(s)(s)(s)(s)(s)(s)(s)(s)(s)(s)(s)(s)(s)(s)(s)(s)(s)

In this case, there is no dispute between the parties as to the fact that all of the plaintiffs at the time of acquiring the shares of this case constitutes "a person who is deemed unable to perform the relevant act on their own account in view of his or her occupation, age, income, and property status such as a minor, etc."

I seem to be.

2) Whether the requirements for property acquisition are satisfied

Next, we examine whether the Plaintiffs can be deemed to have donated the instant shares from HaF and HaH.

Article 2(4) of the former Inheritance Tax and Gift Tax Act provides, “Where it is deemed that an inheritance tax or gift tax has been reduced unreasonably by indirect, or by means of two or more acts or transactions through a third party, such economic substance shall be deemed a direct transaction, or an act or transaction shall be deemed a single act or transaction which is conducted in succession.” As above, Article 2(4) of the former Inheritance Tax and Gift Tax Act provides, “The purport of deeming two or more acts or transactions to be a single act or transaction which is conducted in succession is to prevent tax avoidance, not only to prevent tax avoidance but also to prevent any transaction as a whole, but also to impose an inappropriate taxation on the whole transaction by treating each transaction as a transaction integrated for tax purposes, and thus, it is reasonable to view that Article 2(3) of the former Inheritance Tax and Gift Tax Act is more concrete than that of Article 2(3) of the former Inheritance Tax and Gift Tax Act that imposes gift tax regardless of the form of transaction.” This is a provision providing for the principle of substantial taxation under Article 14(3) of the Framework Act on National Taxes.

Therefore, in order to impose tax on two or more acts or transactions on the basis of Article 2(3) of the former Inheritance Tax and Gift Tax Act by deeming them as a single gift, such acts or transactions are merely a circumventive or multi-stage act for tax avoidance, and their economic substance is deemed to be a single act or transaction with continuous economic substance. Whether such economic substance constitutes a single act or transaction with continuous economic substance should be determined by comprehensively examining the specific circumstances, such as the nature of each transaction, interval and mutual relationship between the parties, and the intent and binding contract between them.

A) Facts of recognition

(1) AA는 2007. 10. 12. 강QQ으로부터 KK 발행주식 52,656주를 1주당 27,000원에, 2007. 10. 18. 이WW로부터 위 주식 7,018주를 1주당 25,000원에 각각 매수 취득하였다.

(2) On November 30, 2009, AA sold 29,837 shares, half of the total outstanding shares of KK 59,674 shares, as above, to EJ’s children ES, MaximumV for children of EG and NN, and to the largestCC, respectively, at KRW 20,00 per share.

At this time, SS, ES, MaximumV, and MF acquired the shares in cash donated from their respective parents, and it is deemed that the gains derived from the listing of the shares within five years constitute "the gift profits pursuant to the listing of shares or equity shares under Article 41-3 of the former Inheritance Tax and Gift Tax Act."

We voluntarily reported the surplus tax.

(3) Between December 4, 2009 and December 9 of the same month, A sold half of 29,837 shares (including the shares of this case) to the Plaintiffs, etc. for KRW 26,765 per share, respectively. on December 4, 2009, the FF transferred the purchase price of this case to AA in the name of the Plaintiff KimS and KimD on December 9, 2009.

(4) Examining the current status of shareholders between K in 2007 to 2008, K had 25.93% of the Company, 21.28% of the JJ, 16.37% of the AA, 13.72% of the GG technology investment company, and 22.70% of the other shareholders.

(5) On December 18, 2009, KRJ issued bonds with warrants (Separation type) on December 18, 2009, and acquired most of them by itself, thereby reducing AA’s shares in KR. Accordingly, on October 11, 2010, NA’s representative shareholders and YangV sent the following content certification (hereinafter “instant content certification”).

Although KK issued bonds with warrant issued at the end of 2009 and at the beginning of 2010 through due process in accordance with the articles of incorporation and the resolution of the board of directors in order to secure financing and management rights for the expansion of production facilities, it may be deemed that there was no prior consultation even though there was a material defect in the procedure in the issuance of bonds with warrant, even though it did not cause damage to the equity ratio of the AA, the largest shareholder, excluding the NJ president and a person with a special relationship (dilution of the equity ratio of 7.35%, 4.5%, 2.8%, the equity value of the AA).

In addition, the third party allotment issued the preemptive right bonds, but DD Technology Investment (State) and SS Investment (State) are allocated 1.5 billion won each to the existing institutional investors, and during this process, it is judged to violate the principle of equality by excluding the shareholders of AA who are the existing personal shareholders. It is probable that AA has issued AA bonds with preemptive right of KRW 7 billion to AA Bank on December 18 and December 1998 after securing all shares by exercising AA's major shareholders (president and President President) B/B (Deb) options as of December 1, and it is also probable that B/B (Deb) options as of December 18, 200, and it is also probable that AAA Technology Investment (State) and SS (State), a shareholder of the existing creative corporation, intentionally issue 3 billion won bonds with preemptive right to bonds with preemptive right to 3 billion won to the shareholders of AAB and S (State) for the purpose of dilution.

(b) In addition, this is a true superior shareholder in the management crisis in which the representative director was the most difficult.

Not only the role but also the low price of shares to cover losses in order to expand additional shares.

The AA shareholder who has returned to it is too discriminative that they feel a sense of good faith. (Postmarity)

[Reasons for Recognition] The descriptions of Gap evidence Nos. 2, 4, 10, 114, 16, Eul evidence Nos. 4, 6, and 7, as a whole, and the whole pleadings

Purport

B) Determination

The substance over form principle as seen earlier and the purport of the entire argument will be added.

In full view of the following circumstances known to the Plaintiffs, the Plaintiffs from the FF and HaH

It is reasonable to deem that the case was donated with shares. Accordingly, the plaintiffs' assertion against this is without merit.

(c)

① The seller of the instant shares was in the position of making a de facto decision to sell the said shares as a controlling shareholder of AA, and the purchaser of the said shares was formally in the form of a certain role with respect to the purchase of the said shares. Rather, the FF and FH directly paid the purchase price of the instant shares to AA due to lack of economic ability to prepare the funds at the time of the acquisition of the instant shares.

② Although it was necessary for AA to dispose of the instant shares, which are assets irrelevant to its business affairs, in the process of preparing for listing on KOSDAQ, the Plaintiffs asserted that the said shares were sold to the Plaintiffs due to lack of market value as unlisted shares. However, there is no evidence supporting that AA commenced preparing for listing on KOSDAQ at the time of selling the instant shares to the Plaintiffs (No. 12 was drafted on October 4, 200, and only when AA prepared for listing on KOSDAQ around 2001). Furthermore, as alleged by the Plaintiffs, at the time of low market value of the instant shares, it was difficult to view that the Plaintiffs purchased the instant shares under the interest of FF and PH, which were not their own interest but are controlled by PH, based on the fact that the Plaintiffs purchased the instant shares under their own intention to purchase the shares, and that it was difficult to view that the Plaintiffs purchased the shares under the pretext of their own intention to purchase the shares under the direction to purchase the shares. As such, it is difficult to view that the Plaintiffs, as seen earlier, purchased the shares under the direction to purchase the instant shares.

③ In a case where the shares of unlisted company are listed, as seen thereafter, the value of the shares increases, and if HaF and HaH were in a position to use or anticipate the listing of the shares at the time of the Plaintiffs’ purchase of the shares, HaF and HaH directly purchased the shares of this case and then donate them to the Plaintiffs, it is reasonable to deem that HaF and HaH have selected a legal form to purchase the shares of this case after they donated cash to the Plaintiffs for the purpose of avoiding gift tax (in a case where shares are donated after the listing of shares, gift tax will be imposed naturally based on the increased market price of shares, and in a case where shares are listed within five years after the listing of shares, gift tax will be imposed pursuant to Article 42(4)1 of the former Inheritance Tax and Gift Tax Act).

As to this, if the plaintiffs anticipated that the shares of this case will be listed, there was no reason for AA to sell the remaining shares of K to its representative director and executive officers and children on November 30, 2009, which was before AA sold the shares of this case. Since the market price of the shares of this case was set on December 5, 2011, the price of the shares of this case has risen rapidly since then, the plaintiffs still held the shares of this case, the purpose of tax avoidance cannot be recognized. However, according to the content certification of this case, AA sold shares of K to its representative director and executive officers and children is merely a performance of the duty of bubbbba options between AA and K, and the purpose of tax avoidance exists at the time of the act. Therefore, it is difficult to accept the above assertion of the plaintiffs.

④ In light of the relationship between the parties to the instant purchase of shares, the reasons why the purchase price was paid, and the fact that the cash of HaF and Ha H had not been reverted to the Plaintiffs, that there was no room for the Plaintiffs to independently determine the source to use the pertinent shares, and that HaF and Ha H had been recognized as the purpose of evading gift tax on the profits listed in the instant shares, even though HaF and HaH expressed their intent to donate the instant shares to the Plaintiffs, HaF and HaH merely donated the said share purchase fund and made the Plaintiffs acquire the instant shares, and thus, HaF and Hah’s economic substance are the same as the donation of the instant shares to the Plaintiffs.

3) Whether the reasons for the increase in property value are satisfied

Furthermore, in full view of the following circumstances that can be seen as having contributed to the increase in property value due to the listing of the shares of this case by the FF and HH, and comprehensively taking account of the aforementioned facts acknowledged as seen earlier by adding Gap evidence Nos. 15, Eul evidence Nos. 9, and 10 to the overall purport of the arguments and arguments, it is reasonable to view that the FF and HH were in the position to expect that the shares will be listed within five years at the time of donation of the shares of this case to the plaintiffs. Accordingly, the plaintiffs' assertion against this is without merit.

A) At the time of the sale of the instant shares, AA, by holding 16.37% of the shares issued by K, and by holding 16.37% of the shares issued by K at the time of the sale of the instant shares, K’s representative director is the largest shareholder of K in the instant content certification. In addition, AA, instead of returning half of shares held by J and maximumS to the children of thisJ, K agreed to the maximum extent possible to protect the shares of KS. Furthermore, as a result of the claim, AA made a management decision to issue the bonds with warrants as the representative director of KS, in addition to the situation where the Plaintiffs purchased part of the preemptive rights of J, the controlling shareholder of AF, and Ha H H, a controlling shareholder of AA, and Ha H, a significant strategic and friendship relationship with KS, rather than merely an investor of KS, should be deemed as having been significantly closely related to KR, rather than merely an investor of KS.

B) From 1,791,00,000 won in 2006 to 12,129,000,000 won in 209, and the rapid increase in 78,620,000,000 won in 201. A newspaper technician who is scheduled to submit a preliminary request for examination to list the KOSDAQ market around July 7, 2010 and November 3, 2010 is a newspaper technician who is obligated to submit a preliminary request for examination to list the KOSDAQ market. In addition, even before the general request for the preliminary request for the listing review, there is a high possibility that the Plaintiffs already prepared to list the stocks of this case on the KOSDAQ market on December 2, 2009.

C) Under Article 41-3 of the former Inheritance Tax and Gift Tax Act, SS, a child of J, is deemed to be in a position to use information that was not disclosed to KR on November 30, 2009, 4 days prior to the date of the Plaintiff’s acquisition of the instant shares, and on the ground that the shares were listed within 5 years after acquiring K-issued shares by cash donated by J, which is recognized to be in a position to use information that was not disclosed to KR’s management, etc. < Amended by Act No. 9804, Nov. 30, 2009>

D) The time when thisJ started to dilution the shares ratio of AA with respect to K by securing additional preemptive right to new shares. Since the plaintiffs donated the shares of this case around December 18, 2009 after the donation of the shares of this case, such circumstance alone alone cannot be deemed to have been in a non-friendly relationship between AA and K at the time of donation, and if the shares of this case were anticipated to be listed, the assertion that K had no reason to sell the shares to the representative director and its officers and children cannot be accepted as already examined.

3. Conclusion

Therefore, the plaintiffs' claim of this case against the defendants is without merit, and it is dismissed.

We decide to do so as per Disposition.