It is difficult to deem that the instant shares were transferred at a price significantly higher than the market price due to transactional practices without justifiable grounds.

In light of the fact that there is no special relationship with the non-party corporation, and that there is no other circumstance for the non-party corporation or its shareholders to divide profits to the plaintiffs by acquiring the plaintiffs' shares through the transfer contract of this case, it is difficult to deem that the plaintiffs transferred the shares of this case at a price significantly higher than the market price without justifiable grounds in light of transaction practice.

Article 35 of the Inheritance Tax and Gift Tax Act

2013Guhap10018 Revocation of Disposition of Imposition of Gift Tax

1. The Gima 2.GaB

Daejeon Head of the District Tax Office

October 30, 2013

November 20, 2013

1. On December 1, 2011, the Defendant’s imposition of the gift tax corresponding to the portion of the year 2009 against Plaintiff KimA, and the amount of the gift tax corresponding to the year 2009 against Plaintiff KimB shall be revoked in entirety.

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

Cheong-gu Office

The same shall apply to the order.

1. Details of the disposition;

A. The plaintiffs, among the 63,298,189 shares issued by CCC Co., Ltd. (hereinafter referred to as "CCC"), they hold 10,105,650 shares (the shares of this case 15.97%; hereinafter referred to as "the shares of this case") totaling 10,105,650 shares (the shares of this case) of 2,258,298,29 shares issued by the plaintiffs Kim Jong-A-B-B-B-listed corporation (hereinafter referred to as "CC"), and they entered into a contract for transfer of shares and transfer of management rights with the shares of CCC in total together with the shares of this case (hereinafter referred to as "DD") (hereinafter referred to as "transfer contract of this case").

B. On the other hand, on the same day, the plaintiffs agreed to the part of the CCC assets, shares of affiliated companies, etc. (hereinafter referred to as "Separation assets") from DD in total by the plaintiffs or the persons designated by the plaintiffs as OO members, as fraud (hereinafter referred to as "the annexed agreements in this case").

C. From July 5, 2011 to August 23, 2011, the commissioner of the Daejeon Regional Tax Office determined that the transfer of the instant shares constitutes an elevated transfer of shares between non-specially related persons, and notified the Defendant of the fact that the transfer of the instant shares constitutes an amount equivalent to the difference between the transfer value and the market value pursuant to Article 35(2) of the Inheritance Tax and Gift Tax Act (amended by Act No. 9916, Jan. 1, 201; hereinafter “Inheritance Tax and Gift Tax Act”).

D. Accordingly, on December 1, 2011, the Defendant imposed an OO on Plaintiff KimA for the gift tax attributed to the year 2009 and the Plaintiff ParkB, respectively (hereinafter collectively referred to as “instant disposition”).

E. The Plaintiffs appealed and filed an appeal with the Tax Tribunal on March 2, 2012, but was dismissed on August 13, 2013.

[Ground of recognition] Facts without dispute, Gap evidence 2-1, Eul evidence 4-1, Eul evidence 1-3, Eul evidence 23, the purport of whole pleadings

2. Whether the instant disposition is lawful

A. Summary of the plaintiffs' assertion

The plaintiffs, as a major shareholder with the management right of CCC, transfer the management right of the listed company to DDR along with the stocks of this case, which constitutes a case where there are justifiable grounds for transaction at a price higher than the market price that is traded in the open market due to transaction practice, and thus, the prior disposition of this case is unlawful from the perspective of the opposing opinion.

B. Relevant statutes

The entries in the attached Table-related statutes are as follows.

C. Determination

1) Facts of recognition

A) CCC was established on January 19, 1990 and listed on the KOSDAQ market on May 7, 2009. At the time, Plaintiff KimA, a representative director, concluded a contract to sell the management rights of the shares of this case and CCC owned by the Plaintiffs as a means to resolve the financial difficulties of CCC at the end of 2008, and to transfer the management rights of the shares of this case and CCC to OOE (hereinafter “E”) on January 15, 2009. However, the above transfer contract was terminated for reasons such as delay in the payment of part payments of EE.

B) After that, the Plaintiffs promoted the sale of the CCC again, and entered into a provisional contract on April 3, 2009 with DDR, a CCC-listed corporation seeking to expand the business sector, and entered into the instant transfer contract on April 7, 2009. DDR requested the FF accounting corporation to assess the management right and the adequate transfer price of the instant stocks before entering into the instant transfer contract. As a result, DDR requested an assessment of the management right of CCC and the appropriate transfer price of the instant stocks to the FF accounting corporation. As a result, the price per share of the instant shares was determined by the CCC-listed (OOOOwon £« 454% in consideration of the management right premium + the sales amount per share of the instant shares was assessed as an appropriate amount, and determined as the transfer price of the instant transfer contract.

C) After the instant transfer contract, CCC and DD share price sharply increased.

D) On the other hand, the subsidiary agreement of this case contains the following: (a) the plaintiffs directly or through a designated person; (b) the part part of the intermediate payment stipulated in the transfer contract of this case was separated from the OOOO; (c) the bonds with warrants issued by the GG Pharmaceutical Co., Ltd. (hereinafter referred to as the "GG Pharmaceutical Co., Ltd.") upon receipt of the part of the intermediate payment under the transfer contract of this case was included in the contents that the GG Pharmaceutical Co., Ltd. will acquire the bonds with warrants issued by DD; and (d) the plaintiffs leased the OOO officers received from DD on April 29, 2009 from HD and the OOOO officers received on May 7, 2009 (hereinafter referred to as the "HHH human Ship Co., Ltd.") on each of the above dates on each of the above dates on each of the above dates on which the GG Pharmaceutical Co., Ltd. issued the bonds with warrants, and the GG Pharmaceutical Co., Ltd. issued the bonds with warrants.

E) From November 24, 2009 to December 21, 2009, the GG pharmaceutical acquired the separate assets of the CCC as stipulated in the instant subsidiary agreement. The Plaintiffs recovered the funds of the OOOOOOO directors lent to HH human Investment from March 2010 to the bonds with warrants held by HH human management.

F) On the other hand, around May 25, 2009, after the instant transfer contract, the representative director of CCC was changed to this II, which was the representative director of DDR, and DDR was delistinged on March 11, 2010, and CCC on April 15, 2010.

G) This Section was prosecuted for occupational embezzlement of approximately KRW OOOO and approximately KRW OOOOOOOO of the CCC’s corporate funds, and was sentenced to imprisonment with prison labor for a violation of the Act on the Aggravated Punishment, etc. of Specific Economic Crimes (Embezzlement) in Daejeon High Court Decision 201No287 on November 25, 2011, and the said judgment became final and conclusive around that time.

[Ground of recognition] Facts without dispute, Gap evidence Nos. 2, 5, 6, 10, Eul evidence Nos. 3 through 6, 14 (including each number), the purport of the whole pleadings

2) Determination

A) Article 35(2) of the Inheritance Tax and Gift Tax Act provides that where a property is acquired or transferred by transfer between persons who are not in a special relationship, without justifiable grounds, if the property is transferred at a price significantly higher than the market price due to transactional practice, the amount equivalent to the difference between the price and the market price shall be presumed to have been donated. Article 26(6) of the Enforcement Decree of the same Act provides that “The price which is remarkably higher” refers to the price where the market price is deducted from the price of the transferred property by 30/10 or more of the market

B) In order for taxation to be lawful under Article 35(2) of the Inheritance Tax and Gift Tax Act, not only the transferor transferred property at a significantly higher price than the market price to an unrelated party, but also the taxation authority must prove that there is no justifiable reason for transaction practice (see Supreme Court Decision 2011Du22075, Dec. 22, 2011). The legislative purport of Article 35(2) of the Inheritance Tax and Gift Tax Act is to cope with an irregular donation and promote fair taxation by imposing gift tax on the profits acquired by the counter-party to the transaction in cases where profits equivalent to the difference between the price and the market price are de facto gratuitously transferred through abnormal methods that manipulate the market price for the benefit of the counter-party to the transaction, and it is reasonable to view that the difference was donated to the counter-party solely on the basis that there is a difference between the price and the market price among the unrelated parties. See Article 35(2)20 of the Inheritance Tax and Gift Tax Act, even if there is no justifiable reason for the counter-party to the transaction, which is no reasonable reason for transfer or acquisition of property.

C) As to whether the transfer value of the instant shares falls under the case where shares are transferred at a price significantly higher than the market price under the transactional practice, (1) if shares are freely traded by the parties with sufficient information, it can not be concluded that the said transaction is not a general and normal transaction price. In light of the fact that the transfer value of the instant shares was made by the FF accounting corporation that responded to the request of the Plaintiffs, the appraisal of the shares would have been normal transaction based on free will between the parties without any high-speed relationship, and (2) the transfer value of the shares could not be determined based on the objective accuracy of the purchase price of the instant shares by taking into account the factors such as market value, profit value, and relative value (see Supreme Court Decision 2009Du19465, Feb. 10, 201). Thus, it is difficult to view that the Plaintiffs’ transfer price of the instant shares could not be determined based on the objective method of acquiring the shares of the AO-listed corporation, which is an independent institution, even if it is difficult to determine the transfer price of the instant shares.

3. Conclusion

Therefore, the plaintiffs' claims of this case are justified, and all of them are accepted, and it is so decided as per Disposition.