Han-gu District Co., Ltd. (Law Firm Rate, Attorneys Gangnam-gu et al., Counsel for defendant-appellant)

Head of the District Tax Office

June 15, 2007

1. All of the plaintiff's claims are dismissed.

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

The Defendant’s disposition imposing corporate tax of KRW 2,943,010,234 and securities transaction tax of KRW 31,236,360 against the Plaintiff on November 10, 2004 shall be revoked in entirety.

1. Details of the disposition;

A. On July 26, 200, the Plaintiff received 128,402,163,332 won in cash in return for transferring shares issued by HanM.com Co., Ltd. (hereinafter “instant shares”) to KT (hereinafter “K”) and issued the share certificates of 81,334 shares issued by KK Telecom Co., Ltd. (hereinafter “instant Ecom shares”).

B. When the Plaintiff reported the corporate tax for the business year of 2000 and the securities transaction tax on the instant shares, the Plaintiff was 403,44,389,332 won [cash 128,402,163,332 won in cash + 275,042,226,00 won in the acquisition price of the instant Scomcom stocks [39,000 won in each stock exchange x 81,334 note].

C. In the course of investigating the Plaintiff, the director of the Seoul Regional Tax Office: (a) deemed the transaction price per share of the instant Stecom stocks to be KRW 390,00; (b) notified the Defendant of the assessment data to rectify the tax base and amount of corporate tax and securities transaction tax by calculating the transfer price of the instant stocks as KRW 444,822,423,332 [cash 128,402,163,332 + the acquisition price of the instant Stecom stocks 316,420,260,000 (price 390,000 per share x 811,34 shares]; (c)

D. On November 10, 2004, the defendant decided and notified about 39,258 won [34,82,423,332 won ±1,30,759 shares (the number of shares in this case)] of corporate tax for the business year 2000 on the premise that the value per share of the shares in this case was about 39,258 won (the total transfer value) ± 11,330,420 won (the number of shares in this case; hereinafter the same shall apply) and securities transaction tax for the business year 200 and KRW 1,524,19,50 on July 200 (hereinafter the above corporate tax and securities transaction tax were referred to as "the first disposition").

E. The Plaintiff dissatisfied with the first disposition and filed an appeal with the National Tax Tribunal on January 31, 2005. On November 2, 2006, the National Tax Tribunal made a decision to correct the tax base and tax amount by 409,123,727,332 won [The Korea National Tax Tribunal (cash 128,402,163,332 won + the acquisition price of the instant ETR stocks 280,721,564,000 won per share 346,00 won x 811,334 note].

F. On December 14, 2006, the Defendant corrected the amount of KRW 18,591,382,772 for corporate tax among the first disposition, and KRW 196,342,82 for securities transaction tax (hereinafter “each disposition of this case”) by reduction of KRW 196,342,828 for the first disposition (hereinafter “each disposition of this case”).

[Reasons for Recognition] Facts without dispute, Gap 3 and 4 evidence 1, 2, 1 and 2 respectively, and the purport of the whole pleadings and arguments

2. Whether each of the dispositions of this case is legitimate

A. The plaintiff's assertion

The base point of time for calculating the transfer value of the instant shares shall be “the date of settlement of price.” The date of settlement of the transfer price of the instant shares is July 26, 2000, which is the price for the purchase of the instant shares. The transfer price of the instant shares shall be determined by the market price at the time of the acquisition of the instant shares and cash that the Plaintiff acquired by transferring the instant shares from the Kti and the instant KS Telecom shares. There is no dispute between the parties in this regard. Therefore, even though the transfer price of the instant shares was the market price of the instant KS shares received by the Plaintiff on July 26, 200, the Defendant calculated the transfer price of the instant shares based on the market price of the instant KS stocks on July 25, 200, and made a disposition of imposition of each of the instant shares under the premise that the transfer price should be reduced, and thus, the disposition of imposition of each of the instant shares should be revoked.

(b) Related statutes;

It is as shown in the attached Table related statutes.

(c) Fact of recognition;

(1) The Plaintiff and 8 domestic and foreign corporations, including the Plaintiff, and the individual non-party 1 (hereinafter “transferor”) held approximately 47.85% (74,93,052 shares; hereinafter “transferor’s shares”) out of the outstanding shares of Korea-M.com Co., Ltd. (hereinafter “Korea-M.com”), and exercised management rights for Korea-M.com, and concluded negotiations on the transfer of shares owned by the transferor to Korea-M.M. from March 200, and on June 6, 200, the negotiation on the transaction terms was concluded on June 15, 200, and on July 25, 200, the subsidiary agreement was concluded respectively.

(2) 양도인들과 케이티 사이에 2000. 6. 6. 합의된 내용은, 한솔엠닷컴 주식의 양도대가로 현금 30%와 에스케이텔레콤 주식 70%를 지급받는 조건을 선택한 매도자{원고, 한솔건설 주식회사, 소외 1, 주식회사 경보(2001. 7. 30. 한솔개발 주식회사에 흡수합병됨), AIG그룹}는 한솔엠닷컴 주식을 1주당 40,000원에 매도하고, 에스케이텔레콤 주식의 가격을 390,000원으로 하여 주식교환비율을 1 : 9.75로 하며, 한솔엠닷컴 주식의 양도대가로 현금 20%와 약속어음 80%를 지급받는 조건을 선택한 매도자(BCI 그룹)는 한솔엠닷컴 주식을 1주당 37,000원에 매도하는 것이다. 양도인들을 대표한 소외 1과 케이티를 대표한 케이티의 부사장 소외 2가 합의서에 서명하였다. 그 후 2000. 6. 8. 소외 1과 원고를 포함한 한솔그룹측이 AIG 그룹과 BCI 그룹으로부터 경영권에 대한 보상명목으로 300억 원에 해당하는 에스케이텔레콤 주식 76,923주를 넘겨받기로 하였다(30,000,000,000원÷76,923주≒390,000원).

(3) The contents of the share purchase contract concluded on June 15, 200 between the transferor and the case were to pay to the transferor a total of KRW 748,728,282,200 (25%) total of KRW 972,876,608,801 (35%) total of the shares of the transferor, the total of KRW 972,876,608,801 (35%) and the shares of the Sccom Telecom Co., Ltd. (hereinafter “Scom”), and to acquire shares owned by the transferor. In the case of the Plaintiff, the Plaintiff transferred the shares of this case and received cash of KRW 135,969,464,239 and KRW 856,608 (40) in return for the transfer of shares owned by the transferor.

(4) The contents of the subsidiary agreement of July 25, 200 include the ratio of the transfer price of the shares owned by the transferor to the KSV stocks (40%) and the ratio of cash, etc. (60%) as is. Of cash, the ratio of the amount to be paid with a promissory note, and the number of the number of stocks to be paid to the shareholders under the domestic law, is partly adjusted. Examining the details of partial adjustment, the total amount of damages would be 280,875,517,412 as a result of negotiations on the claim for damages of the case arising from the actual result of the company's loss, such as the number of subscribers of Han JMM 018, the total damages would be 13,49,99,99,99 among them, 13,500,75,217,414 won would be deducted from the transfer price of the shares owned by the transferor, and the remaining 31,50,300,710,7000 shares would be deducted from the total damages to 400.7.7.10.0

(5) The transferor received the transfer price of the shares owned by the transferor on July 26, 200 according to the contract dated 25, 2000 (However, Nonparty 1’s payment date as of October 5, 200) and the transfer price by transferor of shares owned by the transferor, the number of shares transferred, won, US dollars, promissory notes, and Stecom number are as listed below.

본문내 포함된 표 양도자 양도주식수 대금지급방식 원화 달러화 약속어음(원) 에스케이텔레콤 주식수 AIG-AOF Ltd. 7,952,804 41,184,531,397 29,035,919 115,824,861,620 217,220 AIG-AIF Ltd. 6,882,481 35,641,966,450 25,128,139 100,236,647,279 187,985 AIG-AIF Ⅱ Ltd. 7,076,337 36,645,838,386 25,835,913 103,059,971,527 193,280 소 계 21,911,622 113,472,336,233 79,999,971 319,121480,425 598,485 BCI Far-East Telecom Ltd. 28,707,767 144,524,133,550 20,491,404 478,682,525,751 897,731 BCIK 4,159,686 25,683,322,418 99,508,625 ？ ？ 소 계 32,867,453 170,207,455,968 120,000,029 478,682,525,751 897,731 한솔제지 주식회사 11,330,759 128,402,163,332 ？ ？ 811,334 소외 1 5,883,218 66,669,526,019 ？ ？ 421,265 한솔건설 주식회사 1,500,000 16,998,400,325 ？ ？ 107,406 주식회사 경보 1,500,000 16,998,400,325 ？ ？ 107,406 소 계 20,213,977 229,068,490,001 ？ ？ 1,447,411 합 계 74,993,052 512,748,282,202 200,000,000 797,804,006,176 2,943,627

(6) The trading price per stock in the KOSDAQ market of the instant stocks was KRW 16,800 on July 25, 2000 and KRW 17,700 on July 26, 200. The trading price per stock in the instant Ecom Stock Exchange was KRW 394,00 on June 5, 200, KRW 357,000 on June 15, 200, and KRW 346,000 on July 25, 200, and KRW 339,00 on July 26, 200.

(7) According to the letter of answer (No. 3-1) prepared by the Seoul Regional Tax Office after investigating Nonparty 2 as the vice president at the time of the investigation of the tax offense against Nonparty 1 on January 6, 2004, Nonparty 2 stated to the effect that “If the agreed value is known, the appropriateness of the purchase price may be borne, and if the agreed value may be deemed to have an impact on the market, the agreed value shall not be announced.” The actual transaction price by the transferor of shares of the Han JM 2 prepared by the investigating official (No. 5-1), “No. 2, Jun. 8, 2000 (No. 5-2),” “No. 3, Jun. 15, 2000 (No. 4, 2005-1),” Non-Party 2 stated to the effect that the transaction price of shares was identical to that of the trading partner, and no. 3,50-5,000 shares price per share (No. 5-2, 2005,5375).7.

(8) According to the letter of answer (No. 4-1) prepared by the Seoul Regional Tax Office in the course of investigating Nonparty 1 with respect to the transfer of shares owned by the transferor, Nonparty 1 stated that he participated only once in the final negotiation meeting held by the transferor on June 6, 200 to June 8, 200, and that he participated in the negotiations at the last stage of the negotiations on the grounds that he had been directly present at the final negotiation meeting, and on June 6, 200, the Seoul Regional Tax Office stated that he participated in the negotiations at the latest stage of the negotiations on the grounds that he had been allowed to participate in the final negotiation, and on June 6, 200, he stated that he was 40,000 won per share and 50,000 won per share of 390,000 won per share, 200,0000 won per share of 50,0000 shares issued by the transferor and 50,000 shares per share (No. 65, 2605,065).

【Ground of recognition】 In the absence of dispute, Gap 1, 2, Gap 4-1, 2, 3, and 4-1, 2-5-1 through 4, 6-1 and 6-2, and the purport of the whole pleadings

D. Determination

(1) Determination as to the time of transfer of the instant shares

(A) According to Article 68(1)3 of the former Enforcement Decree of the Corporate Tax Act (amended by Presidential Decree No. 19891 of Feb. 8, 2007), in the case of “transfer of assets other than goods, etc.,” the “the date on which the price is settled” shall be deemed as the date of transfer in principle and shall be deemed as the date of determining the business year of accrual of earnings and losses from the transfer of stocks. In light of the above, the time of stock transfer shall be deemed as the date of liquidation in principle.

(B) Examining the instant case, as seen in the above facts, the Plaintiff received 128,402,163,32 won in cash from the KT to the price for the transfer of the instant shares from the KT on July 26, 2000, and received the share certificates regarding the instant Ecom stocks. Therefore, the time for the transfer of the instant shares should be deemed to be the date of July 26, 2000, not the date of July 25, 2000, but the time of the transfer of the instant shares. Therefore, the Plaintiff’s assertion that the time of the transfer of the instant shares is July 26, 2000 is reasonable.

(2) Determination on the transfer amount of the instant shares

(A) According to Article 11 subparagraph 2 of the former Enforcement Decree of the Corporate Tax Act (amended by Presidential Decree No. 17033, Dec. 29, 2000), the amount of transfer of assets (including treasury stocks) constitutes gross income, and there is no specific provision on the method of calculating the amount of transfer under the Corporate Tax Act. However, in light of Article 96 (1) of the Income Tax Act, the transfer value of assets included in gross income under the Corporate Tax Act provides that the transfer value of assets is the actual transaction value between the transferor and transferee at the time of transfer of the assets at the time of transfer, in principle, the transfer value of assets included in gross income under the Corporate Tax Act shall be deemed the actual transaction value. It shall be deemed that the transfer price at the time of transfer of the assets should be deemed the market value at the time of transfer of the assets only in the case where there is no actual transaction value. In calculating the transfer value of the stocks at issue, not based on

(B) Examining the instant case in light of social norms and empirical rules, it is difficult to view that the actual transaction price of the instant shares was not determined when transferring large amounts of shares, including management rights, to KRW 50 million, including Han J.com. Moreover, it would be more consistent with social norms and empirical rules to deem that the instant shares were traded in terms of the transfer price of the instant shares, and that the actual transaction price was determined by deeming that the instant shares were calculated per one share; and Nonparty 2 stated that “If the agreed price was known, the appropriateness of the purchase price may take place if there was no separate agreement other than the purchase contract of June 15, 200, and it would not be deemed that the agreed price was agreed not to announce the agreed price based on the premise that there was no actual transaction price of the instant shares at the time of the transfer of the instant shares.”

In light of the above facts, 1, 2, 3, 00 won per stock of 0 2,00 won per stock of 0 2,00 won per stock, 3,00 won per stock of 0 2,00 won per stock of 3,00 won per stock of 30,000 won, 1,000 won per stock of 2,00 won per stock of 3,00 won per stock of 3,00 won per stock of 6,00 won per stock of 3,00 won per stock of 6,00 won per stock of 3,00 won per stock of 7,00 won per stock of 6,00 won per stock of 3,00 won per stock of 6,00 won per stock of 3,00 won per stock of 6,00 won per stock of 3,00 won per stock of 6,000 won per stock of 7,000 won per stock of 3,000 won per stock of 9.

Therefore, the transfer value of the shares of this case is 44,822,423,32 won in cash [128,402,163,332 won in cash + 316,420,260,000 won in the value of the shares of this case (390,000 won in each share x 81,334 shares). Thus, the Defendant’s primary disposition that is based on the premise that the transfer value of the shares of this case is 44,822,423,32 won is legitimate. Rather, on December 14, 2004, the Defendant’s primary disposition of reduction or correction was erroneous according to the decision of the National Tax Tribunal.

3. Conclusion

Therefore, the defendant's each disposition of this case is legitimate, and all of the plaintiff's claims seeking revocation are without merit, and it is dismissed as per Disposition.

[Attachment]

Judges Central Public-Private Partnership (Presiding Judge) Dozers