Plaintiff 1 and two others (Attorney Yang Sang-hoon, Counsel for the plaintiff-appellant)

Head of Namyang District Tax Office and two others

April 14, 2010

1. All of the plaintiffs' claims are dismissed.

2. The costs of lawsuit are assessed against the plaintiffs.

① On October 1, 2008, the head of Namyang District Tax Office imposed gift tax of KRW 104,480,590, KRW 14,208, KRW 300, KRW 1020, KRW 3,154, and KRW 120, respectively, on Plaintiff 1 on October 1, 2004; and

1. Details of the disposition;

(a) Purchasing the shares of March 9, 2004;

1) On March 9, 2004, the Plaintiffs acquired 5,600 shares from Nonparty 1 and 2 to KRW 50,000 each share of the total number of 10,000 shares of the Centre Co., Ltd. (hereinafter “Nonindicted Company”). Plaintiff 1 purchased 2,100 shares from Nonparty 1, and Plaintiff 2 purchased 2,500 shares from Nonparty 1 in KRW 125,00,000,000 from Nonparty 1, and Plaintiff 3 purchased 1,00 shares from Nonparty 2 in KRW 50,00,00 each (hereinafter “instant share purchase”).

2) On April 2008, the director of the Central and Medium Regional Tax Office conducted an investigation of changes in stocks with respect to the non-party company, and applied Article 60 of the Inheritance Tax and Gift Tax Act (hereinafter “The Inheritance Tax and Gift Tax Act”) to the supplementary evaluation method, assessed the market price per share by 376,464 won, and notified the Plaintiffs of the difference as taxation data at the tax office having jurisdiction over the Plaintiffs, by regarding the acquisition of property at a price lower than the market price as stipulated in Article 35 of the Inheritance and Gift Tax Act.

3) Accordingly, on September 23, 2008, the director of the tax office of North Korea: (a) deemed that Plaintiff 2 donated KRW 516,615,00 from Nonparty 1 to Nonparty 1; and (b) on October 1, 2008, the director of the tax office of South-North Korea imposed KRW 104,480,59,590, respectively, on the ground that Plaintiff 1 donated KRW 385,956,600 from Nonparty 1.

B. Subscription to new shares and acquisition of forfeited shares on April 7, 2004

1) On April 7, 2004, Nonparty Company offered 50,000 won per share to KRW 130,000 per share. The Plaintiffs accepted all new shares allocated by participating in the above subscription for new shares, and furthermore, other shareholders additionally accepted forfeited shares according to their respective shareholding ratios as follows (hereinafter “instant subscription for new shares or acquisition of forfeited shares”).

본문내 포함된 표 주주명 배정 주식수 인수 주식수 실권주 재배정실권주 최종 인수한 주식수 원고 1 2,730 2,730 ？ 1,414 4,144 원고 2 3,250 3,250 ？ 1,683 4,933 원고 3 1,300 1,300 ？ 673 1,973 소외 5 2,925 997 1,928 ？ 997 소외 6 2,145 731 1,414 ？ 731 소외 3 650 222 428 ？ 222 합계 13,000 9,230 3,770 3,770 13,000

2) After the capital increase by the non-party company in this case, the director of the Central District Tax Office assessed the forfeited stocks to KRW 177,133 according to the supplementary assessment method, and notified the Defendants of the taxation data by deeming that the Plaintiffs, who renounced the forfeited stocks, were donated from other shareholders as follows:

본문내 포함된 표 수증자 증여자 (실권주주) 증자후 1주당 평가액 신주 1주당 인수가 재배정 받은 실권주수 증여재산가액 계 ？ ？ ？ 3,770 479,291,410 원고 2 소외 5 177,133 50,000 861 109,422,867 소외 6 177,133 50,000 631 80,251,003 소외 3 177,133 50,000 191 24,290,968 소계 ？ ？ 1,683 213,964,838 원고 1 소외 5 177,133 50,000 723 91,933,413 소외 6 177,133 50,000 530 67,424,194 소외 3 177,133 50,000 161 20,408,455 소계 ？ ？ 1,414 179,766,062 원고 3 소외 5 177,133 50,000 344 43,756,144 소외 6 177,133 50,000 253 32,090,865 소외 3 177,133 50,000 76 9,713,501 소계 ？ ？ 673 85,560,510

3) Pursuant to Article 39(1)1 of the Inheritance and Gift Tax Act, the head of the defendant North Incheon District Tax Office deemed that the plaintiff 2 received KRW 80,251,03 from the non-party 5 to the non-party 6, and KRW 24,290,968 from the non-party 3 as the donation of KRW 18,367,60 as the gift tax on September 23, 2008, KRW 12,402, KRW 790, KRW 3,754,160 (total KRW 34,524,550), KRW 30, KRW 265, KRW 97, KRW 405, KRW 97, KRW 408, KRW 250, KRW 407, KRW 505, KRW 205, KRW 97, KRW 407, KRW 5205, KRW 208, KRW 4015, KRW 208, KRW 24085.

C. The plaintiffs' objection procedure

On January 6, 2009, the Plaintiffs filed an appeal with the Tax Tribunal regarding the aforementioned disposition by the Defendants, but all of the appeals were dismissed on May 28, 2009.

[Recognition of Fact] Unsatisfy, Gap evidence 1 to 6

2. Whether the instant disposition is lawful

A. The plaintiffs' assertion

1) The Plaintiffs purchased the instant shares from unrelated parties under tax law or acquired the forfeited shares. The transaction price of KRW 50,00 per share shall be deemed the market price of the instant shares at the time of the purchase of the instant shares and the acquisition of the forfeited shares, and even if not, there were other cases transacted with KRW 10,000 per share on April 30, 200, which was within the period of three months before and after the appraisal base date, it is unreasonable to apply the supplementary assessment method immediately by deeming that the Defendants, without considering such cases, constituted “cases where it is difficult to calculate the market price” under Article 60 of the Inheritance and Gift Act.

2) Even if the supplementary evaluation method is applied, the non-party company constitutes a corporation less than three years after the purchase of the instant stocks and the acquisition of the forfeited stocks of this case, and thus, it shall be assessed based on the net asset value pursuant to Article 54(4) of the Enforcement Decree of the Inheritance and Gift Act (amended by Presidential Decree No. 18627, Dec. 31, 2004; hereinafter “amended Enforcement Decree”) as of December 31, 2004. In this case, the stock value of the non-party company is merely 84,857 won around March 2004; however, the Defendants calculated the net profit and loss and net asset value in accordance with the Enforcement Decree of the Inheritance and Gift Act (amended by Presidential Decree No. 18627, Dec. 31, 2004; and thus, it is improper to assess the value of the instant stocks without basis.

3) The plaintiff 1 and 3 acquired the shares of the non-party company at KRW 50,00 per share in November 2004, and disposed of the shares of the non-party company to KRW 261,236 per share in KRW 205,740 per share in December 2005, respectively, and the plaintiff 3 reported and paid each transfer income tax on the difference in transfer income at around 2006. The defendant Namyang District Tax Office and the head of the Dongdaemun District Tax Office calculated the shares of this case at KRW 376,464 per share and KRW 17,133 per share in KRW 50,00 per share as gift in excess of the actual acquisition value. The imposition of the transfer income tax and the gift tax of the above defendants paid by the above plaintiffs constitutes a logical inconsistency in the imposition of the gift tax, and thus, the imposition of the gift tax of this case is unfair.

B. Relevant statutes

Attached Form is as shown in the attached Form.

(c) Fact of recognition;

1) On April 29, 2002, the non-party company commenced its business with the total number of 10,000 shares issued on April 29, 200, the face value of 5,000 won per share, and 50 million won capital. On March 9, 2004, the major shareholder was changed from Non-party 1 to Non-party 2, and on March 30, 2004, Plaintiff 2 was appointed as the representative director of the non-party company.

2) The financial status, including sales, after the incorporation of the non-party company, is as follows.

Of the tables contained in the main text, 2004, 1,433 6,180,046 8,046 11,280 18,934 206 sales in 2006 1,290 4,82828 6,829 10,198 21,006 operating income 401,060 380 -745 -745 -13,362 384 -1681,69 -169 -15,86 50 50 970 3,105 3,105,105 3489 -1,065 -10315,9749,747,757 -267,727,766

3) After the change of the major shareholder on March 9, 2004 by the major shareholder, the non-party company issued capital increase with 50,000 shares on April 7, 2004 against the major shareholder and a specific shareholder on April 7, 2004; the 116,731 shares on April 9, 2004; the non-party company offered capital increase without compensation against the third party on April 21, 2004; the 50,200 shares on April 29, 200; the 12,000 shares on April 29, 200; and the 22,000 shares on September 8, 2004, respectively. Accordingly, the shareholder structure of the non-party company, each share relationship, and the changes in the number of shares are as follows.

본문내 포함된 표 주주명 03.12.31 04.3.9 04.4.7 (유상) 04.4.9 (무상) 04.4.21 (유상) 04.4.29 (유상) 04.9.8 (유상) 주식수 지분 주식수 지분 주식수 지분 주식수 지분 주식수 지분 주식수 지분 주식수 지분 소외 1 4,600 46.0 ？ ？ ？ ？ ？ ？ ？ ？ ？ ？ ？ ？ 소외 7 2,250 22.5 ？ ？ ？ ？ ？ ？ ？ ？ ？ ？ ？ ？ 소외 6 1,650 16.5 1,650 16.5 2,381 10.4 14,465 10.4 14,465 9.0 14,465 8.4 14,465 7.5 소외 2 1,000 10.0 ？ ？ ？ ？ ？ ？ ？ ？ ？ ？ ？ ？ 소외 3 500 5.0 500 5.0 722 3.1 4,386 3.1 4,386 2.7 4,386 2.5 ？ ？ 소외 4 ？ ？ ？ ？ ？ ？ ？ ？ ？ ？ ？ ？ 4,386 2.3 원고 2 ？ ？ 2,500 25.0 7,433 32.4 45,157 32.4 45,157 28.2 45,157 26.3 45,157 23.3 원고 1 ？ ？ 2,100 21.0 6,244 27.1 37,934 27.1 37,934 23.7 37,934 22.1 37,934 19.5 원고 3 ？ ？ 1,000 10.0 2,973 12.9 18,062 12.9 18,062 11.3 18,062 10.5 18,062 9.3 소외 5 ？ ？ 2,250 22.5 3,247 14.1 19,727 14.1 19,727 12.3 19,727 11.5 19,727 10.2 소외 8 외9 ？ ？ ？ ？ ？ ？ ？ ？ 20,200 12.7 20,200 11.7 20,200 10.4 소외 9 외2 ？ ？ ？ ？ ？ ？ ？ ？ ？ ？ 12,000 7.0 12,000 6.2 소외 10 외8 ？ ？ ？ ？ ？ ？ ？ ？ ？ ？ ？ ？ 22,000 11.3 계 10,000 100.0 10,000 100.0 23,000 100.0 139,731 100.0 159,931 100.0 171,931 100.0 193,931 100.0

4) Meanwhile, on April 30, 2004, Nonparty 3 sold 4,386 shares to Nonparty 4 for KRW 10,000 per share to Nonparty 4.

5) On March 9, 200, Plaintiff 1 acquired 2,100 capital gains per share of 50,00 capital gains on April 7, 2004, 4,144 capital gains on April 7, 200 per share of 312,200,00 capital gains on December 8, 2005, and disposed of 1,631,162,00 capital gains on December 6, 200 (at 261,236 won per share) by disposing of 1,310,00 capital gains on June 6, 206, Plaintiff 1 reported and paid 70 capital gains on June 7, 206, Plaintiff 206 capital gains on June 6, 205 (at 261, 206 capital gains on June 7, 206, Plaintiff 206 capital gains on June 6, 2006, Plaintiff 16 capital gains on 705 capital gains on shares of this case.

[Recognition] Facts without dispute, Gap 11, 12 evidence, Eul 1 to 10 evidence, Eul 15 to 17 evidence

(d) Markets:

1) As to the market price of the instant shares

First, we examine whether 50,000 won per share at the time of the purchase of the instant shares and the acquisition of forfeited shares are reasonable transaction prices.

As seen earlier, even if the purchase of the instant shares and the acquisition of forfeited shares are traded among unrelated parties, it is difficult to view the purchase of the instant shares and the acquisition of forfeited shares in a series of processes related to the change of management rights, such as the change of representative on March 30, 2004. Therefore, it is difficult to deem that the purchase of the instant shares and the acquisition of forfeited shares were ordinary stock transactions among many and unspecified persons. The purchase of the instant shares and the acquisition of forfeited shares were immediately traded immediately after the public announcement of business performance in 2003, such as the sales amount of the Nonparty company 6.1 billion won and operating income amounting to 1 billion won, but only 376,464.3% of the appraised value per share calculated by supplementary evaluation method, and it is difficult to view that the acquisition price of the instant shares and forfeited shares increase to 10,000 through 40,000 won per share by 10,000 won per 60,000 won per share, even if there were no changes in value of the instant shares.

Next, it is considered whether the value of 10,000 won per share of April 30, 2004 between Nonparty 3 and Nonparty 4 is an example of business transaction reflecting the appropriate market price.

As seen earlier, on April 29, 2004, prior to the day of the transaction between Nonparty 3 and Nonparty 4, the general third party acquired KRW 50,000 per share of KRW 50,000 per share, which is five times the above transaction price, and acquired KRW 50,000 per share on September 8, 2004, and Nonparty 3 and Nonparty 4 both are employees of the non-party company or directors of the non-party company and are interested parties of the non-party company, it is difficult to view the trading price of KRW 10,00 per share between the non-party 3 and the non-party 4 as the ordinary market price of the non-party company’s shares formed around April 30, 204. In light of this example, it is difficult to accept the Plaintiffs’ assertion that the purchase price of the shares in this case and the acquisition price of forfeited shares in this case is an appropriate market price.

2) As to the supplementary assessment methods

On the other hand, the revised enforcement decree of the plaintiffs' assertion provides that "this Decree shall enter into force from January 1, 2005, and it shall apply from the beginning of inheritance or donation after this Decree enters into force," and the above argument by the plaintiffs' assertion of retroactive application is difficult to accept.

In addition, the purport of the amendment of the Enforcement Decree is that if net profit and loss occurs in the beginning of the business before the commencement of normal business activities and the value of net profit and loss is calculated as "0" normally, it shall be deemed that the business value is less than three years after the commencement of the business in order to supplement it, or that the corporation, etc., which is the deficit for the last three years, should be assessed as net asset value only for the net asset value, should be added to the corporation. In light of the purport of the amendment of the Enforcement Decree, the legislative intent does not have more objective than three years after the commencement of the business, so the plaintiffs' above assertion is without merit.

Furthermore, if the assessment based on the net asset value of the non-party company is reasonable in accordance with the revised enforcement decree, as alleged by the plaintiffs, the value per share of the non-party company on March 9, 2004 is 84,857 won, and based on this, the change in the number of shares after the person who has paid a premium and the market value per share are determined as follows. It is difficult to view that the difference between the above amount and the actual third party is too large to reflect the objective exchange value of the non-party company's shares, which is 84,857 won assessed based on the net asset value.

Therefore, the plaintiffs' assertion does not seem to have any mother or reason.

본문내 포함된 표 변동일자 변동내용 증자 주식수 1주당 인수가 증자 가액 총 주식수 시가 총액 1주당 시가 2004.3.9 대주주변동 ？ ？ ？ 10,000 848,570,000 84,857 2004.4.7 유상증자 후 13,000 50,000 650,000,000 23,000 1,498,570,000 65,155 2004.4.9 무상증자 후 116,731 ？ ？ 139,731 1,498,570,000 10,725 2004.4.21 유상증자 후 20,200 50,000 1,010,000,000 159,931 2,508,570,000 15,685 2004.4.29 유상증자 후 12,000 50,000 600,000,000 171,931 3,108,570,000 18,080 2004.9.8 유상증자 후 22,000 50,000 1,100,000,000 193,931 4,208,570,000 21,701

3) As to the double taxation claim by Plaintiff 1 and 3

In light of the fact that Article 97(1)1 of the Income Tax Act, Article 163(10) of the Enforcement Decree of the Income Tax Act provides that where gift tax is imposed pursuant to the provisions of Articles 33 through 42 of the Inheritance Tax Act, the relevant donated property or the amount of increase or decrease thereof shall be added to or deducted from the acquisition value for calculating the transfer income tax, as in the instant case, if it appears that the standard for calculating the gift tax and the transfer income tax is inconsistent with the standard for calculating the price of the gift tax by imposing the gift tax according to the actual purchase price under Articles 33 through 42 of the Inheritance Tax Act after paying the transfer income tax on the basis of the actual transaction price, as in the instant case, after paying the transfer income tax on the basis of the actual transaction price, it cannot be said that the imposition of the gift tax in this case is unfair, and ultimately, this part of the said plaintiffs' assertion is without merit (On the other hand, most of the gift tax in this case is seen to be more consistent with the transfer income tax amount and to prevent their relations among them.

3. Conclusion

Therefore, the plaintiffs' claim of this case is dismissed as it is without merit, and it is so decided as per Disposition.

[Attachment Form 5]

Judge Ori (Presiding Judge) Kim Young-sik