1. Revocation of a judgment of the first instance;

2. The plaintiff's claim is dismissed.

3. All costs of the lawsuit shall be borne by the Plaintiff.

1. Details of the disposition;

A. On December 12, 2006, the Plaintiff entered into a contract for acquisition of shares and management rights to transfer 56,400 shares (the total issued shares; hereinafter “instant shares”) issued by C to 15,002,40,000 shares (the total issued shares; hereinafter “instant shares”) as shareholders of C Co., Ltd (hereinafter “C”), a company that is an unlisted company that is an unlisted company that runs an O business, to 15,000 won (the total issued shares; 26,000 won per share).

B. F, H, E, D, and J and I concluded a contract for acquisition of shares and management rights to transfer 3,251,652 shares issued by K (10% of total issued shares) between the Plaintiff and the shareholders of K (hereinafter “Plaintiff, etc.”) who are unlisted companies engaging in the P business (hereinafter “K”), to the 35,004,03,780 won (10,765 won per share) in total, among the shareholders of the Plaintiff and the shareholders of the said K (hereinafter “Plaintiff, etc.”) on December 12, 206.

(hereinafter referred to as the “instant acquisition agreement” in relation to the instant shares and the “instant acquisition acquisition agreement”).

On May 31, 2007, the Plaintiff reported and paid capital gains tax of KRW 1,464,288,800 according to the transfer value of the instant shares.

After conducting a tax investigation on B, the director of the Central Regional Tax Office of China declared that C’s stock value according to the supplementary assessment methods prescribed by the former Inheritance Tax and Gift Tax Act (amended by Act No. 8828, Dec. 31, 2007; hereinafter “Gift”) was 4,328 won per share, and K’s stock value was 1,091 won per share, and that B without any special relationship with B purchased it at a higher price without justifiable grounds, and notified each tax authority of the relevant taxation data.

E. Accordingly, in accordance with Article 35 of the Inheritance Tax and Gift Tax Act on March 21, 2012 and Article 26 of the former Enforcement Decree of the Inheritance Tax and Gift Tax Act (amended by Presidential Decree No. 20621, Feb. 22, 2008; hereinafter “Enforcement Decree of the Inheritance Tax and Gift Tax Act”), the Defendant’s gift tax and penalty tax on donation in 2006 KRW 9,529,682,70.

1,464,288,800 won already paid as in paragraph (1).