Seoul Administrative Court 201Gudan29871 (2012.05.02)

Seocho 2010west 1423 (Law No. 108, 2011)

The acquisition date of listed stocks acquired through an exchange of the transfer value of unlisted stocks in a comprehensive share swap is legitimate.

(1) In the event that an unlisted corporation and a listed corporation make an all-inclusive share swap on the basis of the appraised value under the Securities and Exchange Act, it is reasonable to deem that the transfer value of the unlisted stocks transferred by the stockholders of the unlisted corporation according to the share swap contract is calculated on the basis of the closing price of the stocks acquired through the exchange.

2012Nu15076 Revocation of disposition, etc. of imposition of capital gains tax

XX

head of Sung Dong Tax Office

Seoul Administrative Court Decision 2011Gudan29871 decided May 2, 2012

July 25, 2012

August 29, 2012

1. The plaintiff's appeal is dismissed.

2. The costs of appeal shall be borne by the Plaintiff.

The judgment of the first instance shall be revoked. The defendant's disposition of imposition of capital gains tax of KRW 000 on February 5, 2010 against the plaintiff on February 5, 2010 shall be revoked.

1. cite the judgment of the first instance;

The reasons why this Court is used for this case are as follows. The reasons for the judgment of the court of the first instance shall be as follows: Article 8(2) of the Administrative Litigation Act and the main sentence of Article 420 of the Civil Procedure Act.

O under the third below, the following shall be added. 'The attached Form of the relevant Acts and subordinate statutes' shall be added.

O 3rd, below, 'the judgment' is referred to as 'the judgment'.

C. The Plaintiff asserts that the instant disposition is against the principle of substantial taxation, since the Plaintiff did not have any profit accrued to the Plaintiff since the Plaintiff’s shares acquired through the instant share swap contract were delisting pursuant to the duty to protect the shares of the XX industry for two years (the Plaintiff is unable to do so). The instant disposition is against the principle of substantial taxation. The instant transfer income tax is imposed on the transfer income of the instant shares that the Plaintiff owned and transferred to a share swap contract on the basis of the date of exchange, which is the time of transfer of the instant shares. The Plaintiff’s shares acquired through the share swap contract cannot be traded as the protected number of shares, or the circumstances that the XX industry was delisting, making it impossible for the Plaintiff to obtain any actual profit.

2. Conclusion

The appeal is dismissed.