The contract of lease on a deposit basis of this case must be revoked by fraudulent act.

The Nonparty further deepened the status of excess of obligation with the negative property in excess of active property at the time of the instant transfer contract. As such, the instant transfer contract constitutes a fraudulent act and is presumed to constitute a beneficiary’s bad faith.

2012 Gohap 538391 Revocation of Fraudulent Act

Korea

AAtory Co., Ltd.

August 27, 2015

September 24, 2015

1. The contract for the transfer of chonsegwon on real estate entered in the separate sheet signed on January 6, 2012 between the defendant and the B shall be revoked.

2. The Defendant shall implement the procedure for registration of cancellation of the registration of chonsegwon transfer, which was completed on February 21, 2012 by the Seoul Central District Court No. 35808, with respect to the real estate listed in the separate sheet to B. 3. The litigation cost is borne by the Defendant.

The same shall apply to the order of the Gu office.

1. Facts of premise;

A. The Plaintiff’s taxation claim against BB

○ The director of the regional tax office under the Plaintiff’s control notified the CCE Co., Ltd. (hereinafter “CC”) to pay the corporate tax and value-added tax for 2009 and 2010 as listed below. However,CC did not pay 84,058,967,310 out of its total sum.

Items of Taxation

Date of completion of the vested tax liability;

corporate tax to be paid 1 corporate tax

209

Corporate tax on February 29, 2012 18,358,198,520 on December 31, 2009

December 31, 2011 December 234, 201, 2003

Corporate Tax

December 31, 2010 (Secondary) 48,043,198,520 4 February 29, 2012

Value-added Tax

2011

September 30, 2011 December 31, 2011 24,356,578,310

○ The director of the regional tax office considers that the above delinquent tax amount cannot be collected fromCCz, and deemed that the new and former relatives controlling the management ofCCz correspond to the oligopolistic shareholder who owns 100% of the shares ofCC, the former spouse was designated as the secondary taxpayer and notified this B of the payment of corporate tax and value-added tax according to the share ratio as listed below (hereinafter “the corporate tax, etc. imposed by the head of the regional tax office on this B”).

Date of Disposition of Imposition

Items of Taxation

Amount of disposition on attribution (won) 1

March 20, 2012

209

4,891,171,910 2

February 16, 2012

37,480,260 3

March 20, 2012

(Secondary) 13,022,984,240 4

February 9, 2012

2011

6,352,323,560 Total sum

24,403,959,970

○B filed a lawsuit against the director of the regional tax office in Seoul Administrative Court No. 2013Guhap23041 against the director of the regional tax office seeking revocation of the secondary tax assessment. On June 19, 2015, the court rendered a judgment dismissing the BB’s claim on the judgment that “B is deemed as the beneficial shareholder ofCCB,” and that this case’s tax assessment is legitimate.” This appeal is pending in the appellate court as Seoul High Court No. 2015Nu52137.

B. Contract between BB and the defendant for lease on a deposit basis

○ B entered into a contract on August 10, 2009 with respect to the establishment of the right to lease on a deposit basis (hereinafter referred to as “right to lease on a deposit basis”) by setting the deposit amount of KRW 2.5 billion and the duration of the right to lease on a deposit basis (hereinafter referred to as “right to lease on a deposit basis”) by August 9, 201, and completed the registration of the establishment of the right to lease on a deposit basis on August 11, 2009.

○B transferred the instant chonsegwon to the Defendant on January 6, 2012 (hereinafter referred to as “instant transfer contract”), and on February 21, 2012, the registration of the transfer of the right to lease on a deposit basis as described in Paragraph 2 of the Disposition was completed. The financial status of BB.

At the time of the instant transfer contract, B had a total of 339,901 shares of KRW 2,049,010,000 as listed below, and the instant lease on a deposit basis (right to claim the return of deposit on a deposit basis) with respect to the instant real estate. [Grounds for recognition] Each entry in Gap’s 1 through 5, 7, 12, 13 evidence, Eul’s 1, 2 evidence (including the number of branches), and the purport of the entire pleadings. 2.

(a) Claims subject to the revocation of fraudulent act;

1) Relevant legal principles

In principle, preservation claims against revocation of a fraudulent act need to be created prior to the occurrence of a fraudulent act. However, there was a high probability of the fact that there was a legal relationship that is the basis of the establishment of claims at the time of the fraudulent act, and that claims will be established in the near future based on such legal relationship. In the near future, where claims have been created due to the realization of such probability in the near future, such claims may also be preserved claims (see, e.g., Supreme Court Decision 2011Da76426, Feb. 23, 2012). Meanwhile, in order to establish the secondary tax liability, the existence of the secondary tax liability must take place, such as the failure of the principal taxpayer, and thus, at least after the lapse of the payment deadline of the primary tax liability (see, e.g., Supreme Court Decision 2010Du13234, May 9, 2012).

A) According to the premise, the Plaintiff is holding the instant taxation claim against B. It is the date on which the respective payment deadline for the Plaintiff’s principal tax liability forCC in 2010 (First), and the amount of value-added tax for the year 2011 shall be January 1, 2012; and the amount of corporate tax for the year 2009 and 2010 (Second) shall be March 1, 2012; first, it is probable that the pertinent portion of the instant taxation claim for the year 2010 (first) and the amount of value-added tax for the year 2011 was established before the Defendant’s revocation of the instant taxation claim for the year 201 (201.6.1.6) and the pertinent portion of the taxation claim for the year 2010 (201.6.1.6.201) were established after the instant transfer of the taxation claim for the year 200 (201.201.6.201).

The defendant asserts that this BB did not actually invest inCCB, or did not take part in its management, and that there is no tax claim against the plaintiff B, because it is not a beneficial shareholder ofCCB. However, an administrative disposition such as tax imposition disposition is not a case where the disposition is obvious and serious defect and thus it is deemed null and void, it shall be deemed a valid one prior to the revocation of the disposition through lawful procedures, such as administrative litigation, unless it is a case where the disposition is deemed null and void. Thus, there is no evidence to acknowledge that the head of the regional tax office designates B as a secondary taxpayer and there is a clear and significant defect in the disposition imposed on it. Thus, the defendant's above assertion is without merit.

B. Establishment of fraudulent act

According to the premise facts, the transfer contract of this case is a fraudulent act detrimental to the general creditor of this case, and the transfer contract of this case is presumed to have been aware that the transfer contract of this case constitutes a fraudulent act detrimental to the general creditor of this case, and that the transfer contract of this case constitutes a fraudulent act detrimental to the general creditor of this case is presumed to have been detrimental to its general creditor at the time of the transfer contract of this case, and that the defendant's bad faith is presumed to be a beneficiary of this case. The defendant's bona fide beneficiary defense is presumed to be a beneficiary of this case.

1) The defendant, as a creditor who lent money to the FF Construction Co., Ltd. (hereinafter referred to as the "Co., Ltd.") operated by the FE, the husband of the BB, was transferred the right to lease on a deposit basis in order to secure this right, and is a bona fide beneficiary who was unaware of the fact that the BB was in excess of its obligation.

2) According to the overall purport of evidence Nos. 3 and 4, the defendant lent KRW 3 billion to FF construction on May 13, 2008, and this BB is recognized as a joint and several surety for the above loan obligations of FF construction on December 1, 201, but this fact alone is insufficient to recognize that the defendant had not been aware of the excess obligations of FB at the time of the transfer contract of this case, in light of the following circumstances known by the entire purport of statement and pleading as to evidence No. 8, and there is no evidence to acknowledge otherwise, the defendant's defense is without merit.

① New EE controlled by the management ofCCz is the Defendant’s two shareholders (24.15%). ② A tax investigation was conducted on and around November 201, 201.

③ Along with the lapse of three years from the date of lending the Defendant’s FF construction loan to the Defendant, and after the tax investigation was conducted onCC, BB guaranteed the above loan obligation to the Defendant for FF construction, and transferred the instant chonsegwon to the Defendant.

(d) Revocation of fraudulent act and reinstatement;

Therefore, the transfer contract of this case should be revoked by fraudulent act, and the defendant is obligated to implement the procedure for cancellation registration of cancellation of lease on a deposit basis as stated in Paragraph (2) of this case's order concerning the real estate as the restoration following such cancellation.

3. Conclusion

If so, the plaintiff's claim shall be accepted with due cause, and it is so decided as per Disposition.