It is subject to gift tax if property is transferred to a person other than the related party without justifiable reasons in light of transaction practices.

A gift tax is levied on a person other than the specially related parties who has transferred the shares of this case at a high price with the intention to make personal profits without justifiable grounds in light of transaction practices.

Article 35 of the Inheritance Tax and Gift Tax Act: Gift of profits from low-price transfer or high-priced transfer;

2013Guhap11387 Revocation of Disposition of Imposition of Gift Tax

Acquisition of shares from existing shareholders of the FF, such as the date immediately preceding the contract, 35

4,469,876,596 as tax to be borne by the Plaintiff, etc. when entering into the instant transfer agreement;

It was used to pay each contract fee of KRW 300,000 to the land owner of the Won, HongK (part).

this appears to have been commercialized in the claim market, which is substantially for the benefit of the plaintiff et al.

JJ in respect of the gains actually acquired by the plaintiff et al. due to the acquisition agreement of this case as used by the plaintiff et al.

It cannot be viewed as only a portion of the transfer proceeds. In addition, 14 billion won out of the transfer proceeds is the participation of GG in capital increase with capital increase.

used, which further strengthens the control over GG exercised by the Plaintiff, etc. through J

The contribution contributed.

(5) The acquisition agreement of this case between the Plaintiff, etc. and GG, the J shares between the Plaintiff, etc. and the HongK and the J shares

The plaintiff et al. through a management acquisition agreement, the KK and GG stock acquisition agreement, etc. between the plaintiff et al.

In lieu of acquiring shares of FF and II between HongK, the Plaintiff et al. takes control over the GG instead of taking over shares of F and II.

There was an agreement to obtain, and as a result, GG remitted to the Plaintiff, etc.

Of KRW 50,006,433,780, approximately KRW 44 billion was finally recovered from GG, the Plaintiff, even if:

It is denied that the transfer price of F and II shares was 50,006,433,780 won in total from GG due to the transfer of F and II shares

(2) No such a series of funds shall be deemed to have been received by the Plaintiff, etc.

It is inevitable to see that the food transfer price is used for its own account.

(6) A share evaluated as a supplementary assessment method under the former Inheritance Tax and Gift Tax Act with respect to the instant shares

The value is KRW 1,091, and the plaintiff transferred it to GG in KRW 10,765 per share.

the transfer value less the market price calculated by the supplementary assessment method prescribed by the Inheritance Tax and Gift Tax Act.

Amounting to 9,674 won (=10,765 won - 1,091 won) exceeding 30/100 of the market value of 1,091 won

Since it is apparent that the value of the Plaintiff’s transfer of the instant shares to GG is significantly higher than the market value.

‘value' can be seen as ‘value.

(7) In light of the view of GG from the standpoint of acquiring the shares of the FF and II, the conclusion of the instant acquisition agreement

F. F. per share of the value of 1,091 won per share under the former Inheritance Tax and Gift Tax Act: 10,765

26,000 won per share of the shares of Section II whose value per share is 4,328 won under the former Inheritance Tax and Gift Tax Act.

by taking over the shares and management rights in FF and II. The Plaintiff acquired the shares and management rights in this case.

D. However, while GG recovered approximately KRW 50 billion paid by GG, approximately KRW 44 billion, above 440 billion.

GG issued new shares of 2.9 million J in return for the recovery of the cost of detention, as well as the fact that GG issued new shares of 2.9 million SJ

The amount of convertible bonds equivalent to KRW 12,461,40,000 was issued to the Plaintiff, etc., and K’s shares

Since 3,083,33 shares were transferred to HongK, the above 44 billion won was fully recovered.

The F is a high-tech venture in which the F studies on sexual stem cells have been conducted, but at the time, the F is yellow.

The case of the thesis operation of L is discovered and the case is thereby prosecuted for fraud, embezzlement, etc.

It was difficult to attract investment funds due to yellow dust, etc., and FF

Over 9.87(F Stocks) or 61.46(II Stocks) higher than the market value of the shares of both and II.

such transactional practice may not be deemed to have justifiable grounds.

The plaintiff is not a specially related person with the plaintiff, the plaintiff, etc., and therefore reasonable management judgment is made.

M&A through a series of contracts, including the transfer contract of this case, have been achieved by

I argue that there are justifiable reasons for transaction practice. However, as seen earlier, I asserted.

GG finds reasonable grounds to conclude the instant transfer agreement; and

D. Nevertheless, the transfer of this case between GG and an unrelated plaintiff, etc.

b) the conclusion of the contract shall take their personal interests by HongK that has controlled GG through J.

The reason seems to be that GG had led GG to conclude the instant transfer agreement.

Gohap (Sk shall deduct the funds of GG through plaintiffs, etc., and use them to use them.

not only acquired 3,083,33 shares but also 7 billion won in cash (=2.5 billion won - 16.5 billion won + J

The plaintiff et al. acquired KRW 1 billion received from the F and II, and the plaintiff et al. shall obtain the F and II investment attraction, etc.

with a view to resolving difficulties and bypassing the FF and II: GG of the above HongK

It can be seen that it actively participated in breach of trust.

(8) With respect to Kim E and D Co., Ltd., a shareholder of FF, one share due to the instant transfer agreement.

2,798,900,000 won per transfer calculated as KRW 10,765 (=10,765 won x 260,000) and

3,099,243,500 won (i.e., KRW 10,765 x 287,900) is based on the assumption that the gift tax has accrued

However, there was no objection.

D. double taxation

The action under the Income Tax Act for the donated property under Article 2 (2) of the former Inheritance Tax and Gift Tax Act

Income tax, corporate tax under the Corporate Tax Act, and local tax under the provisions of the Local Tax Act, to the donee

No gift tax shall be levied when imposed. In such cases, income tax, corporate tax and agricultural income tax shall be levied.

A. Non-taxation or reduction or exemption under the Income Tax Act, the Corporate Tax Act, the Local Tax Act or other Acts

The same shall also apply to the case of the plaintiff, and both of them are related to the acquisition agreement of this case.

The fact that the Do income tax reported and paid KRW 606,51,285 is as seen earlier.

However, Article 2(2) of the former Inheritance Tax and Gift Tax Act overlaps with gift tax where income tax is subject to taxation.

(2) If the income tax is not subject to the income tax, it is not subject to the income tax.

Even if a gift tax is imposed, no gift tax shall be imposed at all times or income erroneously imposed thereon.

No gift tax shall be imposed without cancelling the detailed and detailed disposition.

Therefore, the Defendant cannot transfer the Plaintiff’s capital gains (see, e.g., Supreme Court Decision 94Nu15189, May 23, 1995).

Only the circumstances in which the tax amount was not adjusted to zero won through a separate correction disposition for the final tax return

In addition, the defendant's disposition of this case cannot be viewed as a double taxation.

606,551,285 won which the Plaintiff reported and paid shall be deducted as tax payable.

Therefore, the Defendant imposed capital gains tax and gift tax on the same tax base twice.

Therefore, this part of the Plaintiff’s assertion is without merit.

5. Conclusion

Therefore, the plaintiff's claim of this case is dismissed as it is without merit, and it is so ordered as per Disposition.

shall be ruled.

○ ○

○ Head of tax office

March 17, 2016

May 26, 2016

1. The plaintiff's claim is dismissed.

2. The disposition of imposition of gift tax of KRW 3,586,759,170 (including additional tax) imposed on the Plaintiff on March 20, 2012 by the former Defendant, who was at the office of the Plaintiff, shall be revoked.

1. Details of the disposition;

A. On December 12, 2006, the Plaintiff, KimA, DoB, DoB, UCC, DD and KimE were shareholders of FF Co., Ltd., an unlisted company (hereinafter “FF”), who runs a sexual stem cell business, and entered into a contract with GG Co., Ltd. (hereinafter “GG”) to transfer 3,251,652 shares issued by FF (10% of the total issued shares, 664,39 shares owned by the Plaintiff; hereinafter “F shares transferred by the Plaintiff”) in total to 35,004,03,780 shares (10,765 won per share, and the Plaintiff’s transfer price among those shares is 7,152,255,235 won, and the Plaintiff’s transfer price is 7,152,235 won per share and acquisition price per share (i.e., evidence No. 12).

B. H entered into an agreement on acquisition of stocks and management rights (i.e., the acquisition of shares of FF and the acquisition of shares) to transfer 56,400 shares (60% of total issued shares) issued by H and F, including the Plaintiff, to 15,002,40,000 won (26,000 won per share) between H and G, on December 12, 2006, as shareholders (hereinafter referred to as “Plaintiff, etc.”) of unlisted company II (hereinafter referred to as “H and F,”) who is an unlisted company engaging in the education robot business. The Plaintiff reported and paid KRW 606,51,285 won based on the transfer value of the shares of this case on June 2, 2008.

D. According to the supplementary evaluation methods set forth by the former Inheritance Tax and Gift Tax Act (amended by Act No. 8828, Dec. 31, 2007; hereinafter the same "former Inheritance Tax and Gift Tax Act"), the director of the ○○○○○ Regional Tax Office, after conducting a tax investigation on GG, deemed that the FF's share value is 1,091 won per share, and the shares value in II is 4,328 won per share, and that GG without any special relationship purchased at a higher price without justifiable grounds, and notified each tax authority of the relevant taxation data.

E. Accordingly, pursuant to Article 35 of the former Inheritance Tax and Gift Tax Act 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 “former Enforcement Decree of the Inheritance Tax and Gift Tax Act”), the Defendant decided and notified the Plaintiff of the taxable value of the gift tax in 2007 as KRW 6,127,395,926 on March 20, 2012, and of KRW 3,586,759,172 (Deduction of KRW 606,51,285, as in the foregoing paragraph (c)) (hereinafter “instant disposition”).

F. The Plaintiff, who was dissatisfied with the instant disposition, filed an objection on June 18, 2012 and filed an appeal with the Tax Tribunal on October 30, 2012, but was dismissed on June 28, 2013.

[Ground of recognition] Facts without dispute, Gap evidence 1, 2, Gap evidence 11, 12, Gap evidence 34, Gap evidence 47, Eul evidence 1 and 2, the purport of the whole pleadings

2. The plaintiff's assertion

A. The plaintiff's assertion that the transfer of this case does not have any profit from donation through the contract of this case

1) The Plaintiff, etc., while making efforts to resolve the financial difficulties of the FF and II, transferred the shares and management rights issued by the FF and II to the GG in accordance with the proposal of the Hong KK, a shareholder of the JJ (hereinafter referred to as the “J”) and agreed to acquire the shares and management rights of the J, and (1) as between the Hong K on November 16, 2006, by acquiring the shares of the J, and (2) as between the FG and the Hong K on November 16, 2006, by taking over 3.5 billion won of the FF, part of the shares of the II, and (2) the above acquisition amount is transferred by GG in installments to the account of the individual transferor, and (3) the Plaintiff, etc. re-transfer the acquired amount to the JJ, and (4) the J pays the said amount as the payment for capital increase with capital increase.

(5) The Plaintiff et al. prepared a memorandum of understanding that the Plaintiff et al. would acquire J shares from Hong K in 22.5 billion won by using the acquisition price received from GG. The instant acquisition agreement was concluded pursuant to the aforesaid memorandum of understanding, and the Plaintiff’s transfer price of shares in this case, which was received by the Plaintiff, is merely the amount of appearance created formally by Hong K in the course of promoting a restructuring related to GG, and cannot be deemed as a substantial transfer price.

2) Even if the Plaintiff received KRW 7,152,255,235 as the price for the transfer of the instant shares, it is reasonable to deem that there exists a justifiable reason in light of transactional practice, since it is the amount agreed between the parties without special relationship according to the purpose of FF and II’s resolution of financial difficulties and promotion of GG-related restructuring.

3) In addition, the Plaintiff merely lent the name of the account in accordance with the above memorandum of Understanding, but did not receive KRW 7,152,255,235 from the beginning to the Plaintiff as the transfer price of the instant shares, and the Plaintiff did not actually enjoy economic benefits equivalent to the said money. Therefore, in relation to the transfer of the instant shares, it cannot be said that there was a gift tax or a gift tax taxable subject to gift tax.

4) Nevertheless, the instant disposition, which took place on a different premise, was rendered on the basis of only a part of the entire transaction, without examining the overall process or purpose of the transaction between the unrelated parties, and was unlawful.

B. The allegation that the instant disposition was unlawful as a double taxation

According to Article 2(2) of the former Inheritance Tax and Gift Tax Act, where income tax under the Income Tax Act is imposed on a donee for donated property, gift tax may not be imposed. In this case, the Plaintiff’s final return and payment of capital gains tax in relation to the transfer of shares of this case constitutes cases where income tax is imposed on a donee pursuant to the said provisions. Therefore, insofar as the Defendant did not extinguish the validity of final return by adjusting the Plaintiff’s final return of capital gains tax by a separate correction disposition as to the Plaintiff’s final return of capital gains tax

3. Related statutes;

It is as shown in the attached Form.

4. Determination

A. Relevant legal principles

Article 35 (2) of the former Inheritance Tax and Gift Tax Act provides that the transferor of the property shall be presumed to have received a donation of the amount equivalent to the difference between the price and the market price without any justifiable reason in light of the transactional practice, and the amount equivalent to the profits prescribed by the Presidential Decree shall be deemed to be the value of the property donated to the person who has acquired such profits. Article 26 (6) of the former Enforcement Decree of the Inheritance Tax and Gift Tax Act provides that "Where the value of the transferred property subtracting from the market price is 30/100 or more of the market price, the amount equivalent to the profits prescribed by the Presidential Decree shall be deemed to be the value of the property donated to the person who has acquired such profits." Article 35 (2) of the former Enforcement Decree of the Inheritance Tax and Gift Tax Act provides that "Where there is a difference between the market price and the price of the transferred property and the market price, the profits

The legislative purport of the above provisions lies in: (a) in cases where profits equivalent to the difference between the price and the market price are actually transferred without compensation through abnormal methods manipulating the transaction price for the benefit of the transaction partner, it is to cope with the variable donation act and to promote fair taxation by imposing gift tax on the profits earned by the transaction partner. However, since the mutual interests conflict between the transaction partner and the unrelated parties, it is general that the difference between the price and the market price exists; (b) it is difficult to deem that the difference was donated to the transaction partner solely on the basis that there is a difference between the price and the market price; and (c) Article 35(2) of the former Inheritance Tax and Gift Tax Act added taxation requirement

In full view of these facts, it is reasonable to view that there exists a justifiable reason to believe that the parties to a transaction who transferred or acquired property at a higher price had reasonable grounds to believe the transaction price at a reasonable price reflecting the objective exchange value, and, even in cases where there was an objective reason that cannot be deemed that the transferee acquired property at a reasonable market price without such reason was abnormal from a reasonable economic person’s perspective (see, e.g., Supreme Court Decision 2013Du5081, Aug. 23, 2013). Meanwhile, in general, in light of the fact that the tax authority bears the burden of proving the taxation requirement and the language, content, and form of Article 35(2) of the former Inheritance Tax and Gift Tax Act, in order to impose gift tax on a lawful basis, the tax authority should prove that not only the transferor transferred property at a higher price than the market price to a person other than the person with a special relationship, but also the taxpayer has no justifiable reason to prove that there was no justifiable reason in light of the following circumstances, such as the lack of justifiable reason to prove that there was a reasonable reason.

(b) Fact of recognition;

1) On November 2006, the Plaintiff and UCC, DoB, Kim Sea (owned in the name of the Ministry of Strategy and Finance), Kim E-E, and DD owned 100% of FF’s shares. H H owned 60% of the shares in II. The J held approximately 26.07% of the shares in GG, and at the same time, HongK secured management rights of GG as a single shareholder holding 10% of the JJ’s shares.

2) On November 16, 2006, UCC entered into an MOU with the shareholders of FF, including the Plaintiff, and HongK on behalf of the H, a statement of understanding that GG will take over all FF’s shares and 60% of the shares of F, and that HongK will transfer all of its shares of J to UCC, etc. (or refund of approximately KRW 6 billion in cash to DD and KimE, a stock company that did not participate in the following series of processes among FF’s shareholders) (hereinafter “instant statement of understanding”).

3) On November 16, 2006, the date of the conclusion of the instant memorandum of Understanding, the Plaintiff and UCC paid 100 million won as a check to HongK as a down payment. On November 29, 2006, the Plaintiff entered into a contract (Evidence A6) with HongK with the following terms and conditions.

Section 1 (Purpose) The purpose of this Agreement is to carry out as a mutually accepted principle of good faith between F and the largest shareholder of the F and Red K on November 16, 2006.

Article 2 (Amount) The Plaintiff shall pay the contract performance guarantee to the Hong K in order to faithfully implement the MOU as follows:

1) drawee: F major shareholder Plaintiff of FF

(ii) Receiving Party: HongK in the largest shareholder of JJ;

(c) Amount: 1.750 million won;

(4) Date of payment: November 29, 2006

5) Other: HongK provides 3.80,00 shares of GG as a security for performance guarantee as a means of lending and borrowing loan shares of 3.80,00 shares of the GG, the Plaintiff and HongK under Article 3 (Execution of Contracts) and Article 4 of the Understanding as a means of smooth implementation of the memorandum of Understanding, and the delivery of share certificates, shall be settled by including the amount set forth in the preceding Article in the intermediate payment in the transfer proceeds from the transfer proceeds, and by settling accounts in the share certificates delivered with a memorandum of Understanding giving 3.80,000 shares of GG provided by HongK, which are transferred to the Plaintiff after January 1, 2007 in the name of HongK, and then transferred to the Plaintiff all of the rights to the lending and borrowing shares of the GG to the K on November 29, 2006. In relation to the performance guarantee bond of the contract as of November 29, 2006, GG loaned the amount of KRW 175 billion to the F.5 billion (500,000,000,000).

5) Thereafter, around December 12, 2006, through the conclusion of the instant acquisition agreement, GG transferred FF shares 3,251,652 shares to GG; the Plaintiff, etc. transferred FF shares 35,004,033,780 shares to FF shares (10,765 shares per share); H transferred 60% of the shares II shares to KRW 15,002,40,000.

6) On December 13, 2006, cash flow pertaining to the first stock acquisition price of 16 billion won under the above acquisition agreement is as follows.

On December 13, 2006, ○ GG remitted total of KRW 5.2 billion to the Plaintiff’s account, KRW 6 billion, and KRW 4.8 billion to the H’s account. On December 13, 2006, the Plaintiff UCC, U.S.C., and H transferred KRW 1.5 billion to the account of HongK on December 13, 2006 (No distinction between before and after the change, 'O' was changed to NO'; hereinafter referred to as 'O') for a sum of KRW 15 billion (1.6 billion, KRW 4.2 billion, and KRW H4.4.8 billion), and agreed to lend KRW 1.5 billion to the said account for one-month loan agreement (Evidence evidence 1.1.6 billion, KRW 1.5 billion, and KRW 1.5 billion, respectively).

○ J paid 14 billion won out of the above 15 billion won to GG for subscription to new shares (2.9 billion won) with the subscription price for new shares, and the remaining 1 billion won was paid to HongK on December 15, 2006 for the representative repayment.

7) On December 21, 2006, GG remitted total of KRW 1.9 billion to the Plaintiff’s account under the pretext of the secondary acquisition price of shares, and KRW 3.4 billion to the UCC’s account. On the same day, GG deposited KRW 1.7 billion from the Plaintiff’s account and KRW 1.5 billion from the UCC’s account in each check, and paid KRW 3.2 billion in total to HongK.

8) On December 22, 2006, UCC entered into a contract on acquisition of shares and management (Evidence A) with HongK on December 22, 2006, J 100,00 shares (Issuance Shares 100%), GG shares 4,125,72 shares (Issuance Shares 39%) with 22.5 billion won. However, UCC entered into a contract on acquisition of shares and management (Evidence A) with 16.5 billion won on the same day on the condition that PCC will transfer 3,03 shares of KK Co., Ltd (hereinafter referred to as “K”), a listed company held by GG, to a person designated by HongK or HongK with 16.5 billion won. In addition, U.S. shall lend 22.5 billion won to HongK on the same day, but if HongK did not repay its management rights, it would jointly transfer 2.5 billion won shares and JCC’s shares to 10.2.

홍KK는 유CC에게 위 대여금 225억 원을 상환하지 아니하였고 이에 따라 원고, 유CC, 도BB, 김AA은 2007. 6. 15.경 각 차명으로 홍KK로부터 JJ 주식 전부를 취득하였는데, 각 차명주주의 취득지분은 구PP(원고의 처제)이 37%이고, 이QQ(도BB의 처), 함RR, 김SS이 각 21%이다.

9) Around December 22, 2006, cash flow pertaining to the third stock acquisition price of KRW 12.9 billion and the fourth stock acquisition price of KRW 14.5 billion under the instant acquisition agreement is as follows.

○ on December 22, 2006, GG transferred KRW 12,911,936,395 in total to the account in the name of H, under the pretext of the third share acquisition price, KRW 5.7 billion and KRW 7,211,936,395 in total, KRW 12,911,936,395 in the name of H. The Plaintiff deposited KRW 12,911,936,395 in total on the same day and deposited KRW 12,461,40,000 in the name of the minority shareholders of FF.

On December 22, 2006, GG transferred KRW 14,529,91,380 to the account in the name of DoB for the fourth share acquisition price, and KRW 2,798,90,000,000, and KRW 4,502,400,000 to the account in the name of H, under the name of DoB for the fourth share acquisition price.

○ On the same day, the Plaintiff paid 14.4 billion won to Hong K, after fully withdrawing KRW 14,529,911,380 on the same day.

10) On January 11, 2007, GG remitted KRW 3,164,586,005 to the account in the name of UCC as the deposit price for acquisition of stocks on January 11, 2007. The UCC withdrawn KRW 3 billion from January 164, 586,000 on the same day, and paid KRW 3 billion on January 12, 2007, which is the FF shares transfer price to DD.

11) On February 2008, theO made a full repayment of 15 billion won loan obligations against the Plaintiff, etc. by transferring a loan claim against J to J to J shareholders.

12) Meanwhile, the acquisition price per share of FF by supplementary evaluation methods at the time of the instant acquisition by transfer is KRW 1,091, and the assessment price per share by the J under supplementary evaluation methods at the time of acquisition by the Plaintiff, UCC, DoB, and KimA, around June 15, 2007, is KRW 128,472.

[Reasons for Recognition] The aforementioned evidence, Gap evidence Nos. 3 through 10, Gap evidence No. 13 through 30, Gap evidence No. 41, 42, Eul evidence No. 4 through 8, and the purport of the whole pleadings as a whole. Whether the transfer contract constitutes subject to gift tax

In light of the following circumstances, the aforementioned facts and the evidence revealed as seen earlier, comprehensively based on Gap evidence Nos. 31 through 33, Gap evidence Nos. 35 through 40, and Gap evidence Nos. 43 through 45, and the overall purport of the arguments and arguments, the plaintiff calculated the shares per share value of 1,091 based on the supplementary evaluation method set forth in the former Inheritance Tax and Gift Tax Act as 10,765 won per share, and sold the shares at an expensive value by transferring the shares to GGs who have no special relationship (i.e., 10,765 won x 664,399 won x 10,765 won x 6,127,395,926 (=10,765 won - 1,091 won) x 396,399 won per share). The plaintiff's assertion that the plaintiff's practice of gift is reasonable.

(1) The Plaintiff, etc. entered into the instant acquisition agreement with GG and transferred KRW 5,00,04,033,780 as well as KRW 15,02,40,700, total acquisition price of the FF shares to the said GG, and KRW 50,006,433,780. Of these, the price for the instant shares is KRW 7,152,255,235. (2) After entering into the instant acquisition agreement, the Plaintiff, etc. agreed to transfer the instant shares to the head of the competent tax office having jurisdiction over the instant 5,00,000,000,000,000 won and KRW 15,000,000,000,000,000,000 won and KRW 35,000,000,000,000,000,000 won and KRW 35,00,000,00,00.

(4) The Plaintiff asserted that the acquisition price for the transfer of F and II shares is 100% of the J’s shares and management right. However, the Plaintiff’s acquisition price for the transfer of F and II shares is 50,006,433,780 won and that for the transfer of F and II shares, the Plaintiff’s acquisition price for the transfer of the shares is 7,152,25,235 won. In other words, the Plaintiff’s acquisition price for the transfer of the shares is 12,847,200,000 won (i.e., acquisition price for each share x 128,472 won x 100,000 won x 128,472 won x 100,461,400,000 won, and the acquisition price for the transfer of shares to the Plaintiff’s 300,500,000 won through the acquisition of shares under the KJ’s shares acquisition price for the transfer of the shares.

Furthermore, the Plaintiff et al. paid approximately KRW 3.1 billion out of the above KRW 50,006,433,780 to DF’s shareholders, and most of the GG’s convertible bonds ( KRW 12,461,40,000) that were partially acquired from the above transfer proceeds to FF investors, such as Kim E-E, as agreed refund amounting to KRW 4.18 billion, the Plaintiff et al.