early 2015J 3459 ( October 19, 2015)

In light of the fact that it is difficult to view that it reflects objective exchange values, a disposition imposed by applying the provision on the donation of profits accrued from capital increase is not erroneous.

In light of the fact that a transaction party to a transaction case is verified by executive officers, employees, etc. of a corporation, the value of which is equal to the face value, and it is difficult to view that it reflects the objective exchange value, etc., no disposition by applying the provision on donation of profits

Article 39 of the Inheritance and Gift Tax Act / Article 60 of the Inheritance and Gift Tax Act / Article 29 of the Enforcement Decree of the Inheritance and Gift Tax Act

2015Guhap70394 Revocation of Disposition of Imposition of Gift Tax

IsaA

2,900 12,900 7,100 902,843,100

YellowB 4,800 4,800 -4,800 -610,372,800

SCC 1,500 1,500 -1,500 -190,741,500

D KimD 800 800 -800 -101,728,800

Total 10,000 20,000

In order to pay 100,000,000 won for new shares.

D. The Defendant: (a) shares of the instant company at the time of the Plaintiff’s capital increase, as shown in Table 1 below.

2,900 shares (29%) were owned by only 2,90 shares (29%) but have been allocated 10,00 shares of this case.

Under the premise that 7,100 shares have been allocated in excess, the former Inheritance Tax and Gift Tax Act (Law No. 1 January 1, 2013)

The plaintiff under Article 39 (1) of the former Inheritance Tax and Gift Tax Act (amended by Act No. 11609, hereinafter referred to as the "former Inheritance Tax and Gift Tax Act").

Recognizing that the profits have been donated to other shareholders by increasing the capital of a low-price price and so on, the Gu

Enforcement Decree of the Inheritance Tax and Gift Tax Act (Amended by Presidential Decree No. 24358, Feb. 15, 2013); this Act:

Article 29 of the former Enforcement Decree of the Inheritance Tax and Gift Tax Act; Articles 60(1) and 63(1) of the former Inheritance Tax and Gift Tax Act

The aggregate amount calculated as follows under subparagraph 1 and Article 54 of the Enforcement Decree of the Inheritance Tax and Gift Tax Act:

902,843,100 Won as gift interest, the Plaintiff shall be entitled to receive gift tax on April 15, 2015, d, d, and d, d, d, and d, d,00 Won as gift tax.

(C) impose and impose each of the e, e, e, e, and e (including additional duties, and KimD donations) including tax, e, e, and e.

(A) the additional tax on negligent tax returns aa,aa,aba(a), and payment due on April 17, 2015, KRW 123,11,840, gift tax on April 17, 2015

The actual additional tax was imposed and notified of cc, c, c, cc, and cc(YB Donations) in total of b, bb, bb, and c(hereinafter the same).

In order, ‘the first disposition or 3 disposition of this case' shall be deemed to be the first disposition or 3 disposition of this case.

Table 1

Table 2

- 4-

○ The appraised Value per share prior to the capital increase 1)

(net value of profit and loss ¡¿ (3) + (net asset value per share 】 (2) (348,890 won x 3) = + (137,471 won x 2)

3 + 2 3 + 2

0

2) Profits from the increase of ○ Capital = (value per stock after increase - the value per new stock ? the value per stock) ¡¿ the number of shares allocated.

��증자 후 1주당 가액:

[The appraised value per share before capital increase 】 (the total number of outstanding stocks issued before capital increase 】 The number of stocks increased by capital increase 】 the number of stocks increased by capital increase)]

The number of stocks increased by capital increase + the number of stocks increased by capital increase.

0

(10,000 x 10,000)

�,�(증자 후 1주당 가액 - 신주 1주당 인수가액) × 배정받은 주수

0

E. The Plaintiff, who was dissatisfied with each of the dispositions of this case, filed an appeal on June 24, 2015, but filed a tax appeal.

The Board dismissed the Plaintiff’s claim on October 19, 2015.

[Ground of recognition] Facts without dispute, Gap evidence 1 to 6, Gap evidence 2, Eul evidence 1 and 5

Statement, the purport of the whole pleading

2. Whether the instant disposition is lawful

A. The plaintiff's assertion

1) At the time of the capital increase, the Plaintiff owned 5,900 shares out of 10,000 shares issued by the instant company

new shares of 7,000 shares by the Plaintiff through the capital increase in the instant case, YellowB, and SCC respectively.

The number of shares allocated to the Plaintiff in excess of 1,500 shares is only 1,100 shares.

1) See Article 54(1) and (2) and Article 56(1)1 of the former Enforcement Decree of the Inheritance Tax and Gift Tax Act

2) See Article 29(3) of the former Enforcement Decree of the Inheritance Tax and Gift Tax Act.

- 5-

The instant 1 and 3 dispositions made on different premise are unlawful.

2) On November 28, 2012, before the instant capital increase has been made, the Association of the Republic of Korea by the Gu EE to the YellowB

8,000 shares of corporation, 800,000 won, 5 December 2012, 200 the instant Congress against YellowB and SCC

15,000,000 shares of 1,500 shares of the corporation (the plaintiff shall be entitled to 1,500 shares)

This was the result of the Plaintiff’s capital increase from May 17, 2016, as shown in the above 1).

It is inconsistent with the assertion that the city YellowB and SCC received 1,500 shares of new shares directly.

the plaintiff did not explicitly withdraw this part of the claim. However, the plaintiff did not withdraw this part of the claim.

that the defendant's assertion is judged to be maintained, and that the defendant's case of such sale is not considered to be a 's case'.

It is illegal to calculate the evaluation value per share by the supplementary evaluation method.

3) The instant company: (a) from 2009 to 2012, for loans for financial rights and orders for government-funded construction;

Since it is necessary to increase credit rating, false non-dispositionable profits surplus (fff,fff,fff, 209, 2010)

Gggg,ggg,ggg, and year 201 h,hhh,hh, andhh) made it available on the standard balance sheet, so far as they are

(1) In calculating 'value per share before capital increase' according to supplementary evaluation methods, such false statement shall be made;

The amount of injury calculated based on the amount of injury is illegal.

(b) Related statutes;

It is as shown in the attached Table related statutes.

C. Determination

1) Specific number of shares allocated in excess by the Plaintiff

A) In the cause of the claim of the complaint of this case, the Plaintiff’s share expenses at the time of the capital increase by the Plaintiff

After indicating that 7,100 new shares were allocated in 10,000 won per share in excess of 29%, 'Plaintiff's

On December 5, 2012, 15,000,000 each of the shares of the Company of this case to YellowB and SCC respectively.

- - Other

Since there are cases of transfer to the Board, the above transaction amount should be considered as the market price.

C. On April 20, 2016, the Defendant stated the instant complaint at the first date for pleading, and the same pleading.

on the date the plaintiff is a shareholder (29%) of the company of this case, and his share ratio at the time of the capital increase.

A statement of a written response containing the statement that the new shares of 7,100 per share have been allocated in KRW 10,000 per share.

In this case, the plaintiff owned 2,90 shares of the company of this case at the time of the capital increase.

was allotted a total of 10,00 shares at the time of the capital increase in this case, and 7,100 shares have been allocated more than 7,10 shares.

The plaintiff's confession in court was established.

Since then, in the preparatory brief dated May 17, 2016, the plaintiff filed a lawsuit claiming 5,900 shares at the time of the capital increase in this case.

7,000 new shares and 3,000 shares of 7,000 shares

As gender has been allocated, the number of stocks in excess of the Plaintiff as a result shall not exceed 1,100 shares.

C. “At the date of the second pleading on May 18, 2016, the previous reconsideration is asserted to the effect that it was made, and was made at the date of the second pleading.

Although the confession on the market was implicitly revoked, the defendant's "the plaintiff on the same date" is the principal of the company of this case.

Food 5,900 shares are owned by YellowB and SCC on December 5, 2012, the transfer of the capital in this case.

New shares due to the increase of the capital of this case in status of holding only 2,900 shares after transferring each one thousand five hundred shares.

Preparation of May 18, 2016 to the effect that "as allocated 7,100 shares in excess of 7,100 shares."

The plaintiff did not consent to the revocation of confession by making a written statement.

On the other hand, on the third day for pleading on June 15, 2016, the Plaintiff is unable to comply with the preparatory documents and Mana on May 17, 2016 at the third day for pleading.

the number of shares held by the plaintiff before its capital increase is 5,900 and the number of shares allocated in excess;

In the case, “this case” is stated in the preparatory brief dated June 13, 2016, which includes only 1,100 weeks.

The shares of the instant company owned by the Plaintiff as of December 11, 2012, which was at the time of capital increase, are 2,900 shares of the instant company.

Based on this, the plaintiff does not dispute that 7,100 additional shares are allocated to the plaintiff.

- - Other

In addition, on June 30, 2016, the preparatory documents stating that "the withdrawal of the above additional statement shall be made" shall be made.

The submission was made on July 20, 2016, and was stated on the fourth date for pleading.

B) The confession during litigation is alleged by the other party on the date of pleading or the date of preparatory pleading.

as a statement of the fact unfavorable to himself, and once a confession in court has been established, it shall be deemed to have been established.

Unless legally revoked, the court shall be bound by the court, so the court shall

No fact which has been led to a confession or contrary to the fact that there has been no dispute shall be acknowledged by evidence.

The confession is due to mistake in addition to the fact that the confession is contrary to the truth.

(1) In addition, the burden of proof must be proved (see Supreme Court Decision 2009Da84288, Feb. 11, 2010).

C) Each entry of Gap evidence Nos. 3-2, 3-3, and 4 and the purport of the whole pleadings

In combination, the Plaintiff owned 5,900 shares of the instant company on December 5, 2012, and sulfurB;

15,000,000 each of the shares of the instant company owned by the Plaintiff between Western and the Plaintiff

on December 14, 2012, pursuant to the agreement to transfer to the Board, sulfurB, and SCC, pursuant to the agreement to transfer to the Plaintiff.

Recognizing the fact that each 15 million won has been paid with the purchase price of shares, the YellowB, and the letter

Note 1,500 shares each from the Plaintiff on December 14, 2012, for which the share acquisition price was paid as above.

acquisition by transfer of shares, and data to otherwise see the time of acquisition

Therefore, the Plaintiff owned 5,900 shares of the instant company at the time of the capital increase.

Therefore, the plaintiff owned 2,90 shares at the time of the capital increase in the case.

the statement to the court below is that the above 3,000 ownership had already been yellowB and SCC at the time of the capital increase in this case.

As the premise that the transfer was made, it goes against the truth, and the plaintiff is against the time of change in ownership of the above shares.

3.3 misunderstandings and makes the above statements, and the confessions in this part shall not be deemed to have been made by the court.

It seems that the law has been legally cancelled.

- 8-

Meanwhile, on December 11, 2012, the Plaintiff acquired the instant shares in KRW 100,000,000 to the instant company.

subscription, and on December 14, 2012, the subscription price for new shares in the corporate account of the instant company

The fact that the full amount of KRW 100,000,00 is deposited shall be as recognized in the preceding 1.1, and evidence No. 5, and Eul

In addition to the purport of the entire pleading in each statement of No. 2, the statement of changes in stocks of the company of this case

section 10,000 of the Plaintiff’s total amount of 10,000 shares at the time of the capital increase

It can be recognized that "the plaintiff was allocated 10,000 new shares at the time of the capital increase in this case"

Since intentional confession cannot be deemed to be contrary to the truth, the revocation of confession in this part of this case shall be revoked.

such effect shall not be recognized.

D) Accordingly, at the time of the capital increase, the Plaintiff owned 5,900 shares of the instant company (3)

by allocation of 10,00 shares of new shares in Thai, the total of 4,100 shares

It seems that 3,300 weeks + above 800 weeks corresponding to the ratio of shares in KimD have been allocated.

The plaintiff's assertion in part is justified only within the above scope and the remainder is without merit.

2) Whether it is illegal to calculate the assessment value per share before the capital increase by the supplementary assessment method

Article 60 of the former Inheritance Tax and Gift Tax Act provides that the value of an asset on which a gift tax is levied shall be the date of donation.

on the basis of the market price (the main sentence of paragraph (1)), and in such cases, free transactions between many and unspecified persons.

the market value (the first part of paragraph 2), the market value, if any, shall be deemed to be ordinarily constituted;

Article 61 shall be established in consideration of the type, scale, transaction status, etc. of the relevant property.

shall be deemed to be based on the value assessed by the supplementary assessment methods referred to in Articles 65.

(c) Paragraph (3). In the case of unlisted stocks with low market feasibility, where there is a fact of trading such stocks;

The value of shares shall be assessed by considering the transaction value as the market price, and the old Inheritance Tax and Gift Tax Act

3) Of the remaining 4,100 shares, 3,300 shares were owned by YellowB, and 800 shares by KimD.

- 9-

shall not be assessed by any supplementary assessment method set forth in the

an objective exchange price formed through a normal transaction, and such a transaction case

In order to be recognized as the market price, the transaction concerned shall be made in general and normal ways.

of the date of donation to the extent that the objective exchange value as of the date of donation is reasonably reflected;

must be determined (see, e.g., Supreme Court Decision 2010Du26988, Apr. 26, 2012).

In this case, the Health Board, on December 2012, the YellowB was an employee of the company of this case, and the SCC was a member of the company of this case.

The directors of the company of this case were directors of the company of this case, and the GuE is the representative of the Daelim Electric Power, the customer of the company of this

The fact that he was the spouse of sexual intercourse is not a dispute between the parties, and the case cited by the plaintiff is not a dispute.

All parties are free to trade between or between, at least, many and unspecified persons;

The transaction is not considered a transaction made in a general and ordinary manner.

It appears that the objective exchange values of the shares of the Company at the time of such

It is difficult to calculate the market price, and there is no other way to calculate the market price. Thus, the company of this case

The value of shares before the increase of the capital shall be the value of such shares pursuant to the supplementary assessment methods prescribed by the former Inheritance Tax and Gift Tax

The plaintiff's assertion disputing this issue is without merit.

3) Whether the calculation of the “evaluation value per share before the capital increase” on the basis of the book value is unlawful

Article 63 (1) 1 (c) of the former Inheritance Tax and Gift Tax Act (amended by Act No. 63 (1) 1 (c)

shares and equity shares not listed in the Exchange shall be the assets, profits, etc. of the corporation.

(1) The Inheritance Tax and Gift Tax Act is amended by the method prescribed by the Presidential Decree.

Article 54 (1) of the Enforcement Decree provides that the value of unlisted stocks shall be increased by net profits and losses for the last three years per "the value of unlisted stocks".

The value per share shall be assessed by the method of calculating the equal amount by dividing it by a specified interest rate (net profit and loss exchange rate).

The net profit and loss value of the corporation and the net asset value of the corporation, calculated by dividing it by the total number of outstanding shares;

- 10 -

The tax amount shall be assessed as an aggravated value at the rate of 3 and 2, and the former Inheritance Tax and Gift Tax Act shall be enforced.

Articles 55 and 56 of the Decree are "net asset value" and "the weighted average amount of net profit and loss in the last three years" per share.

According to the detailed method of calculation, "net asset value" is a standard of assessment.

The value of assets of the corporation as of the date of appraisal under Articles 60 through 66 of the Act; and

'The weighted average amount of net profits and losses for the last three years' per share shall be subject to evaluation standards.

Any net profit or loss in each business year from the year immediately preceding the date of donation, shall be increased by a specific formula.

Each provision provides that the net asset value shall be equal value. On the other hand, the burden of proof on the net asset value shall be borne in principle.

of the corporation as of the date of transfer, or the net asset value of the corporation as of the date of the transfer.

exceptional circumstances, such as the statement of financial position and the statement of financial position of the corporation, are, or

It is against a taxpayer who is dissatisfied with this (see Supreme Court Decision 2002Du12458 delivered on May 13, 2003).

In the instant case, comprehensively taking account of the descriptions of Nos. 3 and 6 and the purport of the entire pleadings

Gohap Pursuant to Articles 54 through 56 of the former Enforcement Decree of the Inheritance Tax and Gift Tax Act, the standard income statement of the company of this case

209, 2010, 2010, for the last three years before the evaluation base date ( December 11, 2012), calculated on the basis of the record date;

Net profit and loss per share by weighted average of net profit and loss in 2011 348,890 won [t (201 business year)]

The net profit and loss per share 49,174 x 3) + (21,96 x 2) the net profit and loss per share in the business year 2010 x 2) +

(1) The net profit and loss per share in the business year 2009 x 1) x 1/6 x 10 (net profit and loss exchange rate) and (10).

The net assets of the instant company, calculated on the basis of the standard balance sheet as of December 31, 201, shall be net assets of the instant company.

Value 137,471 won [The total value of assets 2,968,641,356 won - Total amount of assets - The total amount of assets 2,968,641,356 won]

1,593,927,815 ± Ratio of 3 to 2 respective shares issued (10,000 shares), respectively.

"가중평균한 가액 264,322원[(348,890원 × 3) + (137,471원 × 2) � ÷ (3 + 2), 원 미만",버림]을 '증자 전 1주당 평가가액'으로 산정한 사실을 인정할 수 있고, 갑 제11호증의

- 11 -

Each statement of 1 to 3 alone is alleged by the Plaintiff, as alleged by the Plaintiff, the instant Congress from 2009 to 2011.

recognition of the fact that the surplus of un disposed profits appropriated in the standard balance sheet is a processed asset;

There is no other evidence to prove it. The plaintiff's assertion on this part is without merit.

(iv)the amount of legitimate tax;

In a lawsuit seeking the revocation of a taxation disposition, the tax authority imposed and notified that the subject matter is subject to adjudication.

whether the tax base and tax amount are objectively existing, and the section recognized by the disposition of imposition

Where the tax base and tax amount are excessive compared to the legitimate tax base and tax amount, the disposition of imposition thereof shall be determined.

Since it is illegal only to the extent exceeding the tax base and tax amount received, the part must be revoked.

(See Supreme Court Decision 88Nu6504 delivered on March 28, 1989).

In the instant case, as seen in the foregoing Section 1, excess allotment at the time the Plaintiff increased its capital.

The number of shares received shall be 4,100 shares (3,300 shares corresponding to the ratio of shares in YellowB + the ratio of shares in KimD

corresponding 800 shares. Accordingly, the reasonable amount of tax against the plaintiff is calculated separately.

§ 2. 73,926,260 for gift tax on the profits of donation from YellowB, such as the statement in the formula of calculation,

Additional tax against bad faith shall be 14,785,252 won, additional tax for bad faith shall be 16,189,850 won, and KimD

The gift tax on the gift profits shall be 10,345,760 won, the additional tax on negligent tax returns shall be 2,069,152 won, and it shall be honestly paid.

Additional tax shall be KRW 2,265,721. Accordingly, the disposition of this case 2 (a disposition on GeD donations) shall be less than KRW 2,265,721.

(C) The first disposition of this case (as to the donations ofCC) shall be revoked in full as unlawful.

(B) The disposition of this case (as to the donations of YellowB) shall be 123,11,840 won or more of the gift tax.

7,785,252 of the portion exceeding 73,926,260 won and the additional tax on negligent tax returns aa,aa,a

portion to which the penalty is imposed, in excess of 16,189,850 won from among b, b, bb, and bbb

Therefore, the cancellation must be made.

- 12-

3. Conclusion

The plaintiff's claim is justified within the scope of the above recognition, and the remainder is without merit.

D. It is so decided as per Disposition by the assent of all participating Justices.

o Head of the tax office

July 20, 2016

September 21, 2016

1. The Defendant’s imposition of gift tax of KRW 123,11,840 on April 17, 2015 exceeds KRW 73,926,26,260 of the imposition of gift tax of KRW 123,926,26 of the imposition of KRW 14,785,252 of the imposition of KRW 14,785,15 of the additional tax on negligent tax returns, the imposition of KRW 16,189,85 of the imposition of KRW 14,785,252 of the additional tax on negligent tax returns, and the imposition of KRW 16,189,85 of the imposition of KRW 16,18,840 of the additional tax on the Plaintiff shall be revoked.

2. The plaintiff's remaining claims are dismissed.

3. One-half of the costs of lawsuit shall be borne by the Plaintiff, and the remainder by the Defendant, respectively.

Each disposition of imposition of gift tax of KRW 123,11,840 on April 17, 2015 against the plaintiff, the defendant of the Cheong-gu office imposed a penalty tax of KRW 123,11,840 on the plaintiff, a penalty tax of KRW 123, aa,aa,aa, additional tax of KRW b,bbb,bb,bbbbbbbbb, and KRW cc, c,ccc, in total, of KRW c, c, c, dd, d, d (including additional tax, d, d, d, d, d, d (including d, d, eCC donation) on the gift tax of KRW e, e, e, e, and e (including e, fD donation) on April 15, 201.

1. Details of the disposition;

A. “AAAAA” (hereinafter “instant company”) is a company engaged in the manufacture of electrical and electronic equipment (electric converters), and sales services business. B. The Plaintiff owned 5,900 shares (59%) out of the total number of shares issued by the instant company as of December 1, 2012 as the representative director of the instant company. On December 11, 2012, the instant company held a board of directors on a board of directors on December 11, 201, and passed a resolution to issue and issue 10,00 shares of ordinary shares (the issue price: 10,000 won; hereinafter “the instant shares”) (hereinafter “the instant capital increase”). On the same day, the Plaintiff passed a resolution to acquire the instant shares in the instant company in KRW 100,000,000,000, and thereafter, made an offer to acquire them in the instant company’s account.

- 3-

Income from donation of the number of stocks in excess of the number of stocks after the increase;

1

Related Acts and subordinate statutes

【Inheritance Tax and Gift Tax Act (Amended by Act No. 11609, Jan. 1, 2013)

Article 39 (Donation of Profits Following Capital Increase)

(1) For a corporation to increase its capital (including the amount of investment; hereafter the same shall apply in this Article and Article 39-2).

Pursuant to the issuance of new stocks or shares (hereafter in this Article, referred to as the "new stocks") falling under any of the following subparagraphs:

an equivalent amount of such benefit shall be the person who acquired such benefit, if any.

The value of donated property shall be deemed donated.

1. The price of new stocks is lower than the market price (referring to the price assessed under Articles 60 and 63; hereafter the same shall apply in this paragraph);

any of the following profits, if issued at the price:

(a) A shareholder of the relevant corporation (including an investor; hereafter the same shall apply in this Article) may receive new stocks allocated;

Where all or part of the rights are waived, the forfeited stocks (in this paragraph) shall be forfeited.

[1] Allocation (Article 9 of the Financial Investment Services and Capital Markets Act)

The public offering of new or outstanding securities under paragraph (7) shall be excluded; hereafter the same shall apply in this paragraph)

In case where the person who received the allocation of forfeited stocks obtains the allocation of forfeited stocks;

(c) A person who is not a shareholder of the relevant corporation directly distributes new stocks from the relevant corporation (financial investment in the relevant corporation);

Where a person directly accepts and acquires new stocks from an underwriter under Article 9 (12) of the Act on the Self-Employed Business;

(b) The number of stocks held by the relevant corporation shall be included; hereafter the same shall apply in this paragraph) or the stockholder of the relevant corporation shall be equal in proportion to

Benefits acquired by directly obtaining the allocation of new stocks in excess of the number entitled to receive the allocation under such conditions;

(3) In applying paragraphs (1) and (2), the scope of minority shareholders, the method of calculating profits, and other necessary matters, shall be substituted for them.

The Order of Tong shall be prescribed by the Order of Tong.

Article 60 (Principles, etc. of Appraisal)

(1) The value of property on which inheritance tax or gift tax is levied under this Act shall be that on the commencement date of inheritance or donation date (hereinafter referred to as

The market price as of the current market price shall apply. In such cases, Article 63 (1) 1 (a) and (b) shall apply.

The value appraised by the method of evaluation prescribed in Article 63 (2) (excluding cases falling under Article 63 (2)) shall be deemed market value.

(2) The market price referred to in paragraph (1) is ordinarily caused if a free transaction is made between many and unspecified persons.

(1) The value of the property shall be determined by Presidential Decree, such as the expropriation price, public sale price, and appraisal price;

the market price as such shall include those which are deemed the market price.

- 14 -

(3) Where it is difficult to compute the market price in applying paragraph (1), the types, scale and transaction status of the relevant property.

In consideration of the methods prescribed in Articles 61 through 65, the appraised value shall be deemed the market value.

Article 63 (Evaluation of Securities, etc.)

(1) Securities, etc. shall be appraised by any of the following methods:

1. Appraisal of stocks and investment shares:

(a) Transactions on the securities market under Article 9 (13) 1 of the Financial Investment Services and Capital Markets Act;

shares and equity shares of a stock-listed corporation shall be published every two months before or after the evaluation base date;

The average value of the final market price (not based on whether there has been any transaction performance) of the Korea Exchange: Provided, That the average amount shall be calculated;

In the case of capital increase or merger, the average amount is due to the occurrence of reasons such as capital increase or merger for two months before or after the evaluation base date.

If it is inappropriate to do so, it shall be prescribed by Presidential Decree among the two-month periods before and after the evaluation base date.

shall be the average amount of the periods calculated as such.

(b) A corporation listed on the KOSDAQ market under Article 9 (13) 2 of the Financial Investment Services and Capital Markets Act;

item (a) shall apply mutatis mutandis to the stocks and equity shares prescribed by Presidential Decree among the stocks and equity shares.

(c) The year for stocks and equity shares other than those under item (b), which are not listed on the Korea Exchange;

A project operator shall appraise the corporation according to methods prescribed by Presidential Decree in consideration of its assets, profits, etc.

(1) Enforcement Decree of the former Inheritance Tax and Gift Tax Act (amended by Presidential Decree No. 24358, Feb. 15, 2013)

Article 29 (Calculation Method, etc. of Profits Accruing from Capital Increase)

(1) The specially related persons prescribed by Presidential Decree means new stocks or forfeited stocks.

In a relationship falling under any of the subparagraphs of Article 12-2 (1) with a person who has not taken over or has not taken over.

person means a person.

(3) The profit as prescribed in Article 39 (1) of the Act shall be the profit calculated according to the following classification:

If the value per share before and after the capital increase is equal to or below all, it shall be deemed that there is no profit.

1. Profits under Article 39 (1) 1 (a) and (c) of the Act: Calculation under item (a);

forfeited stocks or new stocks under item (c) excluding the value under item (b) from one value;

An amount calculated by multiplying the number of States by the number of States

(a) The value per stock calculated by the following formula: Provided, That in case of a stock listed corporation, etc., one stock after its capital increase:

If the appraised value is less than the value per share calculated by the following formula, the value concerned:

- 15 -

[The appraised value per stock before capital increase 】 The total number of outstanding stocks issued before capital increase 】 (the acceptance price per new stocks 】 The number of capital increase 】 The number of capital increase 】

(A) number of shares increased) ¡À (total number of shares issued before capital increase + number of shares increased by capital increase).

(b) The acceptance price per new stocks;

(c) Number of forfeited stocks or number of new stocks allocated (in excess of the number of new stocks allocated under equal conditions); and

in the case of a person, the number of new shares in excess

Article 54 (Appraisal of Unlisted Stocks)

(1) Stocks and investment shares that are not listed on the Korea Exchange under Article 63 (1) 1 (c) of the Act (hereafter in this Article,

The net profit or loss (hereinafter referred to as "net profit or loss") shall be the value appraised in accordance with the following formula:

The value per share and the net asset value per share shall be the weighted average value in the ratio of 3 to 2: Provided, That the value shall be the weighted average value;

Real estate and multi-owned corporation (referring to a corporation falling under Article 158 (1) 1 (a) of the Enforcement Decree of the Income Tax Act)

The ratio of net profit and loss value per share to net asset value shall be 2 and 3, respectively.

Value per share = The weighted average amount of net profits and losses for the latest three years per share ¡À three-years maturitys in which the financial institution guarantees.

The interest rate determined and publicly announced by the Minister of Strategy and Finance in consideration of the rate of circulation of bonds (hereinafter referred to as "net

The cost rate shall be the first one.

(2) The net asset value per share under paragraph (1) shall be the value appraised by the following formula:

The value per share = the net asset value of the corporation ± the net asset value of the corporation ± (hereinafter referred to as the “net asset value”).

(5) In applying paragraph (2), the total number of issued stocks shall be based on the total number of issued stocks as of the evaluation base

(c)

Article 55 (Method of Calculating Value of Net Assets)

(1) The net asset value under Article 54 (2) of the Act shall be the value of assets of the relevant corporation as of the evaluation base date.

The value evaluated in accordance with the provisions of Articles 66 minus liabilities, and the net asset value shall be 0

The assets of the relevant corporation shall be zero won or less. In this case, Articles 60 (3) and 66 of the Act shall apply to the assets of the relevant corporation.

The value evaluated by the provision means the value of book value (the value obtained by subtracting the depreciation costs from the acquisition value).

If less than the book value (hereinafter the same shall apply in this paragraph), it shall be the book value, and justifiable reasons less than the book value are

(2) If any, this provision shall not apply.

(2) In applying the provisions of paragraph (1), intangible fixed assets, reserve funds and allowances prescribed by Ordinance of the Ministry of Strategy and Finance.

The amount related to the assessment of other assets and liabilities shall be deducted or added respectively from the value of assets and liabilities.

section 3.

- 16 -

(3) In applying the provisions of paragraph (1), the appraised value of goodwill pursuant to the provisions of Article 59 (2) shall be the relevant corporation.

The value of assets shall be added up: Provided, That in the case of assessment under Article 54 (4), this shall not apply.

this provision.

§ 56. Calculation method of net profit and loss per share for the latest three years

(1) The weighted average amount of net profits and losses per share for the latest three years under Article 54 (1) shall be the value under subparagraph 1.

The amount of net profit and loss of the relevant corporation for the last three years has increased normally due to a temporary contingency;

In cases prescribed by Ordinance of the Ministry of Strategy and Finance as unreasonable from the value under subparagraph 1, subparagraph 2 shall apply.

The value shall be zero won if the value is not more than zero won. In such cases, if the value is not more than zero won, it shall be zero won.

1. The weighted average amount of net profits and losses per share of the value calculated by the following formula during the latest three years:

(The net profit or loss per share in the business year before the evaluation base date x 3) + (2 years before the evaluation base date)

net profits and losses per share in the business year under which they become the business year x (2) + (net profits and losses per share in the business year before the base date of appraisal)

액×1) �×1/6