Esia Co., Ltd. (1) (Attorneys Jeong Byung-chul et al., Counsel for the defendant-appellant)

Seoul Regional Tax Office

September 7, 2012

Seoul Administrative Court Decision 201Guhap40387 decided April 26, 2012

[Defendant-Appellant] Esia Co., Ltd. 1) Esia (Attorney Jeong Byung-chul et al., Counsel for defendant-appellant-appellant)

1. The plaintiff's appeal is dismissed.

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

The judgment of the first instance shall be revoked. The defendant's disposition of notice of change in income amount of KRW 18,150,258,728 in attached Form 2 against the plaintiff on March 12, 2010 shall be revoked.

1. Quotation of judgment of the first instance;

The reasons for the judgment of this court are as follows: even if the plaintiff presented the following contents and the evidence of the first instance court as stated in Gap evidence, "the non-party 1, etc. at the time of the exchange contract of this case exercised de facto influence on the plaintiff's management by exercising the right of appointment and dismissal of officers or determining the business policy, etc., and the plaintiff's act of taking over the existing shares from non-party 1, etc. at the price according to the exchange rate of exchange under the exchange contract of this case lacks the economic rationality in light of sound social norms and commercial practice, it is insufficient to reverse the fact of finding that "the act of acquiring the existing shares from non-party 1, etc. is subject to the rejection of unfair calculation, as an abnormal transaction that lacks economic rationality in light of sound social norms and commercial practice." Thus, it is identical to the reasons for the judgment of the first instance court except for addition of non-

○ In Part 3 of the Decision 11 of the first instance court, the phrase “assigning” is added to the following:

“The part of the instant agreement explicitly states that “The non-party 4 and the non-party company will add a new business division to the Plaintiff by means of an all-inclusive share swap, etc. after concluding the instant agreement and transferring the management rights of the Plaintiff to the non-party company after the non-party 4 and the non-party company transferred the management rights of the Plaintiff to the non-party company.” This seems to explicitly state that the non-party company will enter into the instant exchange contract on the premise

○ The following descriptions shall be added to the 6th of the 19th page 5 and 6.

The Plaintiff acquired 2,090 won per share of 956,00 shares issued by the Plaintiff through a third party allotment method on June 5, 2006. The Plaintiff acquired 1,205 won per share of 1,80,000 shares issued by the Plaintiff on November 3, 2006, and 1,505 won per share of 1,803,225 shares issued by the Plaintiff under a third party allotment method on November 6, 2006. The Plaintiff acquired 1,50 won per share of 1,803,225 shares issued by the Plaintiff on June 31, 2006, based solely on the fact that Nonparty 80 shares issued by the Plaintiff using the third party allotment method, the Plaintiff’s acquisition value per share of 49,019 shares issued by the Plaintiff on August 31, 206, but it is difficult to view that Nonparty 2 acquired shares from each of the above parties to the Plaintiff’s purchase agreement at the time of exchange of shares.

2. Conclusion

Therefore, the judgment of the first instance court is justifiable, and the plaintiff's appeal is dismissed as it is without merit.

[Attachment]

Judges Kim Jong-chul (Presiding Judge)

Note 1) At the time of the conclusion of the instant contract and exchange contract, the trade name was M&AT Co., Ltd.

Note 2) The “Nonindicted 2” of the attached specification attached to the written complaint and the judgment of the first instance court appears to be a clerical error in the “Nonindicted 3”.