The method of calculating the value per share when a third party passes a resolution to allocate capital increase;

The primary capital increase can not be the same as the secondary capital increase due to the change in the conditions of participants, the issue price, the payment date of stock price, and the restriction on resale, and the assessment period from the date of the resolution of the board of directors and the public notice concerning the primary capital increase to the date before the base date of appraisal shall be used as the assessment period.

Article 63 (1) 1 of the Inheritance Tax and Gift Tax Act

2012Revocation of revocation of disposition imposing gift tax, 4154

1. The AA 2. EB

2.Mapo Tax Office:

May 2, 2013

June 20, 2013

1. The following dispositions shall be revoked:

"A. The portion exceeding the amount stated in each "reasonable tax amount" among the imposition of each gift tax stated in the attached Form 1. Seocho notified by the head of Samsung Tax Office to the Plaintiff A on August 25, 2011, and the portion exceeding the amount stated in each "reasonable tax amount" among the imposition of each gift tax stated in the attached Form 2. Seocho Tax Office's first notified tax amount on August 26, 201, and 2. The remaining claims against the Defendants are dismissed.

3. Of the litigation costs, 70% is borne by the Plaintiffs, and the remainder is borne by the Defendants.

Cheong-gu Office

The imposition of each gift tax listed in attached Form 1, which was made on August 25, 201 to Plaintiff Samsung District Tax Office, the Head of Samsung District Tax Office, on August 25, 201, and the imposition of each gift tax listed in attached Form 2, which was made on August 26, 201 by Defendant Mapo District Tax Office to Plaintiff JungB.

1. Details of the disposition;

A.CC(hereinafter referred to as “instant corporation, regardless of whether it is before or after the change to its trade name,” which is a KOSDAQ-listed corporation, has passed a resolution to increase capital through the third party allocation method on two occasions as follows, and announced it (hereinafter referred to as “the first capital increase”).

The second capital increase is referred to as "the second capital increase", see the second two pages of the decision.

B. According to the resolution of each of the above capital increase, KE and HF paid the share capital on July 9, 2009, and the Plaintiff’s EE and HF paid the share capital on July 21, 2009; the Plaintiff’s EE and HF paid the share capital of OOO; and the Plaintiff’s EE and HB paid the share capital of 43,210 common shares; and the Plaintiff’s E&B paid the share capital of OO and acquired 30,864 common shares.

C. On July 8, 2009, Park G, etc., the largest shareholder of the instant corporation, entered into a contract for transfer of stocks and management rights to transfer 800,000 shares of the instant corporation to OOH, etc., and exchanged on August 19, 2009 through public notice on July 9, 2009. Accordingly, the instant corporation was changed to a specialized company that developed stem cell therapy.

D. As a result of the investigation of stock change with respect to the pertinent corporation, the director of the Seoul Regional Tax Office notified the Defendants of the taxation data by deeming that the Plaintiffs’ allocation of the instant shares constitutes donation of profits arising from the increase in capital under Article 39(1)1 of the former Inheritance Tax and Gift Tax Act (amended by Act No. 9269, Jan. 1, 2010; hereinafter “the Inheritance Tax and Gift Tax Act”); and accordingly, the Defendants calculated the “value per share before the second increase in capital” as the assessment value from July 10, 2009 to the date before the payment of the second increase in capital (the date before July 20, 2009 to the date before the second increase in capital (the date before the amendment by Presidential Decree No. 22042, Feb. 18, 2010; hereinafter “the Enforcement Decree of the Inheritance Tax and Gift Tax Act”) as the assessment value per share under Article 29(3)1 of the former Enforcement Decree of the Inheritance Tax and Gift Tax Act (hereinafter “O”).

E. The Plaintiffs appealed and filed an appeal with the Tax Tribunal on March 19, 2012, but received a decision of dismissal on September 7, 2012, and filed the instant lawsuit on December 7, 2012.

[Ground of recognition] Facts without dispute, Gap evidence Nos. 1 through 8, Eul evidence Nos. 1 through 3 (including branch numbers), the purport of the whole pleadings

2. Whether the instant disposition is lawful

(a) Relevant statutes;

Attached Form. The entry in the relevant statutes is as follows.

B. The plaintiffs' assertion

"The defendants calculated "the appraised value per share after capital increase has been made before the second capital increase under the proviso of Article 63 (1) 1 (a) of the Inheritance Tax and Gift Tax Act." However, the proviso of Article 63 (1) 1 (a) of the Inheritance Tax and Gift Tax Act refers to the case where the share price has been changed due to a cause such as a capital increase or a merger, etc., and thus, in the case of the corporation of this case, the share price has increased as a result of acquiring management rights by Kim HH as of July 10, 2009, until the day preceding the payment date of the second capital increase (OOOO)."

Therefore, "the average of the closing price for two months prior to the base date of appraisal due to the second capital increase should be calculated as "the appraised value per share prior to the second capital increase" and "the value per share after the second capital increase" should be calculated.

1) Article 39(1)1 (c) of the Inheritance Tax and Gift Tax Act provides that in case where a corporation issues new stocks or equity shares at a price lower than the market price in order to increase capital, a person who is not a shareholder of the relevant corporation issues new stocks by directly obtaining a allocation of new stocks from the relevant corporation shall be deemed to have received a donation. Article 29(3)1 and (4) of the Enforcement Decree of the same Act provides that the said benefits shall be calculated by multiplying the less of the market price per share price per share calculated by the formula of the notice of payment of the stock price [the appraised value per share before the increase x the total number of issued stocks before the increase x the number of issued stocks before the increase x the number of increase by the increase x the number of issued stocks) ± (the number of increase by the increase x the number of new stocks) calculated by the formula of the notice of payment of the stock price per share price per share x the

Article 63(1) of the Inheritance Tax and Gift Tax Act and Article 52-2 of the Enforcement Decree of the Inheritance Tax and Gift Tax Act shall apply mutatis mutandis to the method of calculating the capital increase or the average value per share before and after the date of the increase or decrease of the capital (see, e.g., Supreme Court Decision 2005Du2063, Jan. 25, 2007); however, the method of calculating the capital increase or the average value per share before and after the date of the increase or decrease of the capital shall be the average value of the securities market before and after the date of the increase or decrease of the capital (see, e.g., Supreme Court Decision 200Du2063, Jan. 25, 2007).

"3) As alleged by the plaintiffs, there is no impact on the completion of the primary capital increase in the market price of the instant shares, so it should not be considered in the calculation of the primary capital increase in the calculation of the secondary capital increase." In this case, the subject of the evaluation in this case is the stocks prior to the secondary capital increase. The primary capital increase and the secondary capital increase were conducted through a separate resolution of the board of directors, and the primary capital increase are not the same as the secondary capital increase. The primary capital increase is not a separate capital increase separate from the secondary capital increase.

In addition, insofar as the primary and secondary capital increase are deemed as separate capital increase as alleged by the Plaintiff, it is difficult to separate only the capital increase affected by the impact of the primary and secondary capital increase, as otherwise alleged by the Plaintiff. If a person, other than a shareholder, accepts new shares, the shareholder’s right to control the company held in proportion to the shares held by the shareholder is weak, and the net asset value of the share or stock formed by mixing new shares with new and old shares, has the effect of dilution, which is lower than the previous price, so this cannot be said to have no impact on the share price. Therefore, even if the number of shares issued or the allocated amount is small, the impact on the share price is less than that of the secondary capital increase, or the secondary capital increase has a critical impact on the share price, it cannot be said that the stock price change caused by the primary capital increase is not neglected, and it cannot be said that the previous shares are identical to the previous shares before the secondary capital increase, which are subject to assessment.

Therefore, in calculating the assessment value per share before the second capital increase, the plaintiff's assertion that the calculation should be based on the average amount during the two-month period prior to the payment date of the second capital increase is without merit.

(4) Meanwhile, the method of allocating new shares by a third party is limited to the case where it is necessary to achieve the managerial purpose of the company, such as the introduction of new technology and improvement of financial structure, etc. (see Article 418(2) of the Commercial Act). In order to calculate the value of the new shares 20 days before the 20th anniversary of the increase in capital, the average value of the shares per share before the 20th anniversary of the increase in capital, which is proportional to the shares owned by the shareholders. The 20th anniversary of the 20th anniversary of the 10th anniversary of the 20th anniversary of the 20th anniversary of the 20th anniversary of the 20th anniversary of the 20th anniversary of the 20th anniversary of the 1st anniversary of the 20th anniversary of the 20th anniversary of the 1st anniversary of the 20th anniversary of the 1st appraisal date, the 2th anniversary of the 10th appraisal date of the 2nd appraisal date.

Therefore, the plaintiff's assertion is justified within the above scope of recognition, and the remaining claims are dismissed as it is without merit. It is so decided as per Disposition.