Completion Chemical Co., Ltd. (Law Firm Brew, Attorneys Jeong Sung-chul et al.)

The director of the tax office.

March 20, 2012

1. The Defendant’s disposition of imposition of KRW 3,585,798,310 of corporate tax for the business year of 2001 against the Plaintiff on April 8, 201 and KRW 420,154,080 of corporate tax for the business year of 204 shall be revoked.

2. The plaintiff's remaining claims are dismissed.

3. 1/10 of the costs of lawsuit shall be borne by the Plaintiff, and the remainder by the Defendant, respectively.

The disposition of imposition of securities transaction tax of KRW 32,266,210 against the Plaintiff on May 3, 2010 is revoked.

1. Details of the disposition;

A. On June 27, 2001, the non-party 1, non-party 2, non-party 3, non-party 4 (hereinafter referred to as "non-party 1, etc.") who is the shareholder of DNA Co., Ltd. (hereinafter referred to as "dex") entered into a contract with the non-party 5,550 (hereinafter referred to as "non-party 5, etc.") to transfer the total amount of shares of the DNA to non-party 5, non-party 6, non-party 7, and non-party 8 (hereinafter referred to as "non-party 5, etc.") with the face value of 10,00 won per share (hereinafter referred to as "one transfer"), and the contract was entered into with the non-party 5, etc. to transfer the shares of this case to the non-party 20,000 won per share with the face value of 10,000 won per share (hereinafter referred to as "the contract of this case") and the transfer of shares to the non-party 25, etc. (hereinafter referred to 20.).

The first transfer of the instant shares in this case, contained in the main text (as of June 27, 2001), second transfer (as of December 31, 2004) (as of December 31, 2004), Nonparty 4,300, Nonparty 5, Nonparty 5, Nonparty 2,051, Nonparty 6, Nonparty 6, Nonparty 1,839, Nonparty 7, Nonparty 7, Nonparty 7, Nonparty 360, Nonparty 4, Nonparty 8, Nonparty 8, respectively.

B. The director of the Seoul Regional Tax Office, through an investigation into DNA, deemed that the actual acquisitor of the instant shares following the first transfer was a DNA, and that he again transferred the instant shares to Nonparty 5, etc. through the second transfer, on the premise that he was a DNA, and that he was a nominal purchaser of the instant shares through the first transfer. The director of the Seoul Regional Tax Office, upon the second transfer, notified the director of the North Daegu District Tax Office, etc. of this fact as taxation data.

C. Accordingly, the head of the North Daegu District Tax Office: (a) deemed that DNA purchased the instant shares from Nonparty 1, a person with a special relationship through the first transfer, etc.; and (b) deemed that the said shares were low-price transferred through the second transfer by a person with a special relationship; and (c) applied the provisions on wrongful calculation under the Corporate Tax Act to DNA oil acquired through the merger, and imposed corporate tax of KRW 2,667,098,000, and corporate tax of KRW 364,770,330, and corporate tax of KRW 364,70,030, to be reverted to the business year 2004, following the second transfer of the instant shares, and imposed and notified KRW 31,78,710, as a result of the second transfer of the instant shares.

D. On April 23, 2008, as this Court Decision 2008Guhap17387, this Court filed a lawsuit seeking revocation of each of the above dispositions. On January 16, 2009, the court accepted the claim for completion of the shares and rendered a judgment revoking each of the above dispositions on the grounds that DNA cannot be deemed the actual acquisitor of the shares.

E. After filing an appeal, the director of the North Daegu District Tax Office ex officio revoked each of the above dispositions, and notified the Defendant of the pertinent taxation data such as the result of the judgment of the court of first instance.

F. Accordingly, the Defendant: (a) deemed the Plaintiff as the actual acquisitor of the instant shares; and (b) imposed and notified the Plaintiff the corporate tax of KRW 3,585,798,310 for the business year 2001, and KRW 420,154,080 for the business year 2004 (hereinafter “instant disposition imposing corporate tax”); and (c) imposed and notified the securities transaction tax of KRW 32,266,210 for December 3, 2010 (hereinafter “Disposition imposing the instant securities transaction tax”); and (d) imposed and notified the instant disposition imposing the instant securities transaction tax by combining the instant disposition imposing the corporate tax and the instant securities transaction tax (hereinafter “instant disposition”).

G. On October 28, 2010, the Plaintiff appealed to the Tax Tribunal, but the Tax Tribunal dismissed the said claim on April 18, 201.

[Reasons for Recognition] Gap evidence Nos. 1, 4, 5 (including branch numbers, hereinafter the same shall apply), Eul evidence Nos. 1 to 4, 9, and the purport of the whole pleadings

2. Whether the instant disposition is lawful

A. The plaintiff's assertion

1) Disposition of imposition of corporate tax of this case

The actual acquisitor of the shares of this case following the first transfer is not the Plaintiff but the actual acquisitor of the shares of this case. Therefore, the corporate tax imposition disposition of this case based on the premise that the actual acquisitor is the Plaintiff is unlawful. Even if the actual acquisitor of the shares of this case is deemed the Plaintiff, the title trust of the shares of this case was inevitably made in the process of restructuring of the Credit Group, and it was not made in order to evade corporate tax, and thus, it cannot be deemed as a "case of evading national tax by fraud or other unlawful act" under Article 26-2 (1) 1 of the former Framework Act on National Taxes (amended by Act No. 10405, Dec. 27, 2010; hereinafter the same shall apply). Accordingly, the exclusion period of imposition of the corporate tax of this case shall be applied pursuant to Article 26-2 (1) 3 of the former Framework Act on National Taxes. Thus, the imposition of the

2) Disposition of imposition of securities transaction tax of this case

The actual acquisitor of the instant shares following the first transfer is not the Plaintiff but the acquisition of the instant shares. Therefore, the imposition of the instant securities transaction tax on the premise that the actual acquisitor of the instant shares is the Plaintiff is unlawful.

B. Relevant statutes

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

C. Facts of recognition

1) DNA fee, credit milk, and the Plaintiff are affiliates of credit groups, and Nonparty 1, etc. are children or grandchildren of Nonparty 9, who are honorary chairpersons of credit groups ( Nonparty 10, Nonparty 1, Nonparty 1, and Nonparty 3 are women, and Nonparty 2 and Nonparty 4 are grandchildren).

2) Around 2001, the Credit Union requested Nonparty 1, etc., who held another affiliated company of the Credit Group, to cooperate with the Group’s restructuring, by promoting the reorganization of affiliate companies for the restructuring of the Group’s restructuring centered on its subsidiaries. Nonparty 1, etc. decided to transfer all of the instant shares held by them to the Plaintiff at par value, and delegated the Plaintiff’s management planning team’s authority to dispose of the instant shares to the Plaintiff.

3) Nonparty 5, etc. is the spouse of an employee who worked for the Plaintiff company at June 2001. Nonparty 5’s husband Nonparty 11 and 6’s husband Nonparty 12 and 7’s husband Nonparty 13 and 8’s husband Nonparty 14 requested from Nonparty 15, the head of the Plaintiff’s management planning team team team leader, to become the purchaser of shares in the name of each spouse.

4) On June 27, 2001, Nonparty 15, Nonparty 11, 12, 13, and 14 calculated the purchase price at the Plaintiff’s office of the Plaintiff’s management planning team as KRW 10,000 per share, and Nonparty 1 paid the purchase price at KRW 43,00,000 per share to Nonparty 5; Nonparty 2 paid to Nonparty 6 KRW 20,510,000; Nonparty 3 prepared the first contract of this case with Nonparty 7 KRW 18,390,000; Nonparty 4 sold each share of KRW 13,60,000 to Nonparty 8; Nonparty 11, 12, 13, and 14 received money equivalent to the purchase price from Nonparty 15; and deposited it into the bank account in the name of Nonparty 1, etc. according to Nonparty 15’s instructions.

5) At the time of the preparation of the instant first contract, Nonparty 1, etc. and Nonparty 5, etc. did not attend the preparation site of the contract.

6) Around December 2004, Nonparty 11, 12, 13, and 14 instructed the Plaintiff to sell the instant shares to be acquired and reserved in the name of the Plaintiff’s spouse. On December 31, 2004, Nonparty 5, etc. calculated the sales price of the instant shares as KRW 10,000 per share, the face value of the shares, and written the two contract of this case, stating that Nonparty 5, etc. sell all the instant shares in the completion oil.

7) On December 8, 2004, before the completion of the instant secondary contract was made, payment of the money equivalent to the purchase price was made to the bank account in the name of Nonparty 5, etc., including Nonparty 5.

[Reasons for Recognition] Each entry of evidence Nos. 4, 7, 9, 11, and the purport of the whole pleadings

D. Determination

1) Determination on the disposition of imposition of the corporate tax of this case

A) Whether the Plaintiff actually acquired the instant shares

First of all, as to whether the Plaintiff actually acquired the instant shares through the first transfer, the following circumstances are comprehensively taken into account: (i) the Plaintiff’s employees at the time of the first transfer request Nonparty 1, etc. to sell the instant shares held by them to the Plaintiff due to the need for restructuring of the Credit Group; (ii) Nonparty 1, etc. decided to transfer all of the instant shares held by them to the Plaintiff at par value; and (iii) Nonparty 5, etc. agreed to become a purchaser under a contract upon request of the Plaintiff’s spouse; (iv) at the time of the first contract, Nonparty 1 and Nonparty 5, etc. did not attend at the site of the formation of the contract; and (iv) it is reasonable to view that Nonparty 5, etc., etc. received money from the Plaintiff’s husband, etc. to deposit them with the bank account in the name of Nonparty 1, etc. at the time of the first transfer; and (v) Nonparty 5, etc. was in the status of acquiring the Plaintiff’s shares in accordance with the Plaintiff’s order to transfer the shares.

B) Whether the exclusion period has expired

Article 26-2(1) of the former Framework Act on National Taxes provides that, in principle, no national tax may be imposed at the expiration of five years after the date on which the national tax may be imposed, in principle, under subparagraph 3 thereof. Article 26-2(1)1 provides that, in cases where a taxpayer evades a national tax, or obtains a refund or deduction by fraudulent or other unlawful means, the national tax may not be imposed after the lapse of ten years from the date on which the national tax may be imposed. Article 9(1) of the former Punishment of Tax Evaders Act (amended by Act No. 9919, Jan. 1, 2010; hereinafter the same) provides that “where a taxpayer evades a national tax by fraudulent or other unlawful means” can be construed as the same meaning as “where he/she evades a tax by fraudulent or other unlawful means.”

Meanwhile, Article 9 (1) of the former Punishment of Tax Evaders Act provides that any person who evades a tax by fraud or other wrongful acts shall be punished for the crime of evading a tax, but Article 9-2 subparagraph 1 of the same Act provides that "the amount arising from a difference between the tax accounting and corporate accounting in determining the amount of income under the Act shall not be deemed the amount of income resulting from such fraud or other improper acts. According to the above provisions, the amount of tax adjustment resulting from the denial of wrongful calculation under the Corporate Tax Act shall be deemed to fall under the amount arising from a difference between the tax accounting and corporate accounting under Article 9-2 subparagraph 1 of the same Article, unless there are special circumstances. Thus, this cannot be deemed as the amount of income resulting from such fraud or other improper acts, and therefore, it does not constitute "the case of evading a tax by fraud or other improper acts" under Article 9 (1) of the Punishment of Tax Evaders Act (see Supreme Court Decision 2004Do817, Jun

In light of the above legal principles, the following circumstances acknowledged by comprehensively taking account of the facts acknowledged earlier, the evidence as seen earlier, and the purport of the entire argument as to Gap evidence No. 15, namely, ① the Plaintiff did not acquire the stocks of this case under title trust with Nonparty 5, etc. even though it actually acquired the stocks of this case, thereby omitting corporate income equivalent to the tax adjustment income amount under Article 15(2)1 of the Corporate Tax Act based on the low-price purchase of the stocks of this case, and the tax adjustment income amount under the Corporate Tax Act, which is equivalent to the tax adjustment income pursuant to the wrongful calculation division under the Corporate Tax Act. However, the omission amount constitutes the amount arising from the difference between the tax accounting and corporate accounting under Article 9-2 subparag. 1 of the former Punishment of Tax Evaders Act. ② The Plaintiff’s acquisition of the stocks of this case in its name by Nonparty 5, etc. was planned to establish a holding company under the name of the Plaintiff at the time of its establishment, and the Plaintiff’s subsidiary constitutes an unlawful act of acquiring the stocks of this case under the former Punishment of Tax Evaders Act.

Therefore, the exclusion period of imposition of corporate tax belonging to the business year of 201 and corporate tax belonging to the business year of 2004 shall be five years pursuant to Article 26-2 (1) 3 of the former Framework Act on National Taxes. The respective filing deadline of corporate tax belonging to the business year of 2001 and corporate tax belonging to the business year of 2004 shall be March 31, 2002 and March 31, 2005, and it is apparent that the period of imposition of corporate tax of this case has already lapsed at the time of April 8, 2010 when the defendant imposed corporate tax of this case. Accordingly, the imposition of corporate tax of this case shall be null and void after the expiration of the exclusion period of imposition.

2) Disposition of imposition of securities transaction tax of this case

As seen earlier, the actual acquisitor of the instant shares upon the first transfer is deemed the Plaintiff.

Since this is reasonable, the plaintiff's assertion on the premise that the actual acquisitor of the shares of this case is not the plaintiff but the actual acquisitor is legitimate, and the disposition of imposition of the securities transaction tax of this case is legitimate.

3. Conclusion

The plaintiff's claim is accepted within the scope of the above recognition, and the remainder is dismissed as there is no ground.

[Attachment Form 5]

Judges Cho Il-young (Presiding Judge) Kim Yong-dong