Seocho 2012west 1952 ( June 29, 2012)

If there has been a right, the average value of the final market price shall be assessed from the date following the date of such right to the date two months from the evaluation base date;

In assessing the nominal trust shares, since there has been ex-right based on the shareholder allotment method and capital increase with consideration within two months before the appraisal base date, the average amount of the final market price of the Korea Stock Exchange shall be from the date following the date of the ex-right to the date on which two months have passed after the

2012Guhap25491 Revocation, etc. of Disposition of Imposition of Gift Tax

IsaA

Head of the District Tax Office

September 13, 2013

October 29, 2013

1. The Defendant’s imposition of the penalty tax on the Plaintiff on January 10, 2012 exceeds the OOO members among the imposition of the penalty tax on the gift tax on January 10, 2012 and the imposition of the penalty tax on the gift tax on January 2, 2013 in excess of the OOO members shall be revoked.

2. The plaintiff's remaining claims are dismissed.

3. 9/10 of the costs of lawsuit shall be borne by the Plaintiff, and the remainder by the Defendant, respectively.

Cheong-gu Office

The imposition of the gift tax on January 10, 2012 and the penalty tax on January 2, 2013 by the Defendant against the Plaintiff shall be revoked.

1. Details of the disposition;

(a) Paid-in capital increase program of BBE;

(1) On July 16, 2004, KimCC acquired 6,000,000 listed stocks of FFF Co., Ltd. (OOOOO) from YK, a former company, and changed its trade name to BBE on March 28, 2005. On June 1, 2005, the non-listed corporation entered into a comprehensive stock exchange contract with GG bioscience Co., Ltd. (OO) with the Financial Supervisory Service on July 20, 2005, and changed its trade name to 'GG Bioo on July 20, 2005 with the approval of the temporary general shareholders' meeting (hereinafter "the corporation of this case") and (2) on March 3, 2004, the corporation of this case entered the resolution on the allocation of common shares at the board of directors, 7, 90, 905, 300 shares for new shares as follows:

Public notice on March 3, 2004

Items

Correction

After Correction

Class and Number of New Shares

common shares 7,905,000

common shares 7,905,000

Method of Capital increase

Third Party Allocation (Public Offering Method)

Allocation by third party (private placement method)

Date of payment for shares;

Subsequent Final Judgment

January 26, 2005

(3) On January 14, 2005, the corporation of this case decided on March 14, 2005 on the date of the payment of shares, and February 11, 2005 on the date of the allocation of shares, 100,000 common shares by the method of shareholders allotment, but the forfeited or fractional shares shall be subject to a subsequent resolution of the board of directors. On the same day, the corporation of this case announced it to the electronic public disclosure system of the Financial Supervisory Service (hereinafter referred to as the "electronic public disclosure system of January 14, 2005"). (4) The corporation of this case decided to allocate the forfeited shares related to the subscription of shares to a third party on March 12, 2005, the board of directors of the board of directors of the Financial Supervisory Service on January 14, 2005, and announced it to the electronic public disclosure system of the same day.

B. Title trust of KimCC

“The KimCC acquired the shares of the instant legal entity in the name of 16 persons including the Plaintiff as indicated in Table 2, through the borrowed name account opened through Dong Jae H Kim H (former name: Kim II). In other words, KimCC acquired the total of 4,417,076 shares until February 11, 2005, including the acquisition of 430,00 shares in the name of WhiteJ on September 15, 2004 (former name: hereinafter referred to as “non-highland transfer shares”), acquired 15,058,912 shares with the allocation of shareholders (hereinafter referred to as “non-highland shareholders”), acquired shares under the name of 30,300 shares with the allocation of forfeited shares, and acquired shares under the name of 15,058,912 shares with the allocation of shareholders on January 14, 205 (see, e.g., Table 2, 300 shares).

C. Taxation, etc.

(1) From July 21, 2011 to December 23, 2011, the director of the Seoul Regional Tax Office: (a) conducted an investigation of the integrated ownership of individuals and property tax with respect to KimCC; and (b) notified the head of the competent tax office of the imposition of gift tax pursuant to the title trust of the instant shares.

(2) Accordingly, on January 10, 2012, the Defendant imposed an OOO (including additional OOO) on the Plaintiff based on the provision on the constructive gift of trust property under Article 45-2 of the former Inheritance Tax and Gift Tax Act (amended by Act No. 8828, Dec. 31, 2007; hereinafter “former Inheritance Tax and Gift Tax Act”). In calculating the above amount of tax, the Defendant: (a) deemed the Plaintiff’s shares allocated to a third party, such as the Plaintiff on March 15, 2005, as the date of the resolution of the board of directors on January 14, 2005 (the date on which a cause, such as EO, etc., occurred; (b) deemed the date on which January 17, 2005 and January 16, 2005) to the said amount of tax assessment to be made by applying the said KRW 30,000 per share for the period subject to assessment from May 16, 2005.

(4) Meanwhile, on January 2, 2013, the Defendant revoked ex officio the imposition of the above additional tax during the instant lawsuit, and re-exempt and notified the same amount of additional tax by clarifying the type of the additional tax and the grounds for its calculation (hereinafter referred to as "the imposition of the gift tax (the main tax) as of January 10, 2012 and the imposition of the additional tax as of January 2, 2013 as of January 2, 2013"). The fact that there is no dispute over the grounds for its recognition, Gap 1 through 5, 13 evidence, Eul 1 through 3 evidence (including the identification card number), the purport of the entire pleadings, and the purport of the whole pleadings.

2. Whether each of the dispositions of this case is legitimate

A. The plaintiff's assertion

(1) The non-existence of tax avoidance purpose

Even if KimCC acquired the instant stocks under its own name, it does not constitute an oligopolistic shareholder of the instant corporation. As such, it cannot be deemed that the instant stocks were left out of the position of oligopolistic shareholder liable for secondary tax liability by title trust, and there was no lack of dividend received from the instant corporation, and thus, the transfer income tax and securities transaction tax were faithfully paid on part of the transfer income by transferring the instant stocks in a short period, and the possibility that KimCC may avoid the transfer income tax beyond the requirement of a major shareholder is merely the result of tax reduction likely to occur after the title trust. As such, it cannot be the basis for determining whether there was a tax avoidance purpose at the time of the title trust. Article 200-2(1) of the former Securities Transaction Act (repealed by Act No. 8635, Aug. 3, 2007; hereinafter the same shall apply) provides that the Financial Supervisory Commission and the Exchange should freely dispose of the instant stocks for the purpose of title trust and the Exchange, and thus, it cannot be deemed unlawful in view of the following: (i) the fact that the instant stocks are subject to be disposed of stocks; (ii)

(2) Illegal assertion of the method of calculating the gift value

Article 63(1) of the former Inheritance Tax and Gift Tax Act and Article 52-2 of the former Enforcement Decree of the Inheritance Tax and Gift Tax Act (amended by Presidential Decree No. 20621, Feb. 22, 2008; hereinafter referred to as the "former Enforcement Decree of the Inheritance Tax and Gift Tax Act") vary in the method of appraisal if there occurs any cause such as capital increase or merger within two months before or after the appraisal base date. In this case, the prior meaning of capital increase is to increase the company's capital by issuing stocks. Thus, the most close concept of capital increase is that the company's capital increase is the payment date for the certified company's capital increase, the third party's payment date for capital increase or after the allocation of forfeited stocks, namely, the date when capital increase occurs, the date when capital increase is made shall be deemed the payment date for capital increase, and even if the payment date for capital increase can not be deemed the date of capital increase, the company's new capital increase or 200 days when the forfeited stocks were resolved to the board of directors.

Therefore, each of the dispositions of this case made on different premise is unlawful.

(3) Claim on additional tax

(A) Claim of defective assessment and notice

The Defendant imposed penalty tax without notifying the Plaintiff of the type of penalty tax and the basis for calculation thereof. Thus, the imposition of penalty tax is unlawful.

(B) Justifiable assertion of existence

Since KimCC did not have the awareness that the above shares were donated to the nominal holders such as the Plaintiff, it is reasonable to deem that there was a justifiable reason that KimCC did not report and pay gift tax on the above shares, and the Plaintiff was also unable to recognize the duty to report and pay gift tax because there was no right to dispose of the above shares. Therefore, it is reasonable to deem that there was a justifiable reason that the Plaintiff did not report and pay gift tax.

B. Relevant statutes

It is as shown in the attached Form.

C. Determination as to whether the purpose of tax avoidance exists

(1) Relevant legal principles

The legislative intent of Article 45-2(1) of the former Inheritance Tax and Gift Tax Act is to recognize an exception to the substance over form principle with the purport of effectively preventing the act of tax avoidance by using the title trust system and realizing the tax justice. Thus, the application of the proviso of the same Article is possible only if the purpose of tax avoidance is not included in the purpose of the title trust, and in this case, the burden of proving that there was no purpose of tax avoidance can be proved by means of proving that there was a purpose other than the purpose of tax avoidance. As such, the nominal owner who bears the burden of proving that there was no purpose of tax avoidance may be proved by means of proving that there was a purpose other than the purpose of tax avoidance. However, the nominal owner who bears the burden of proving that there was an obvious purpose irrelevant to the tax avoidance in the title trust, and that there was no tax avoidance in the future at the time of the title trust or in the absence of tax avoidance in the future, must be proven to the extent that it would not have any doubt (see Supreme Court Decision 2004Du11

(2) Facts of recognition

The following facts are not disputed between the parties, or acknowledged in full view of the whole purport of the pleadings in the above evidence and the statements in Gap evidence 6 to 16.

(A) The instant corporation promoted capital increase with January 14, 2005 in order to resolve the total capital erosion as an OO member in the year 2005.

(B) The KimCC purchased and sold the shares of the instant legal entity as indicated in the table 3 below, and the share ratio of the instant legal entity to the instant legal entity, including the shares held in title by 16 persons including the Plaintiff and those in the name of KimCC, is as listed below.

Table 3 see Decision 8 to 9

See Table 4 9 See Decision 9

(C) The KimCC reported and paid capital gains tax and securities transaction tax on the shares sold outside the country without going through the securities market as shown in the following Table 5:

See Table 5 see Decision 9

(D) In relation to the shares of this case, the omission of transfer income tax for the year 2005 shall be as follows:

See Table 6. Decision 9~10

(3) Determination

(3) In light of the aforementioned factual basis, the Plaintiff’s assertion that the Plaintiff was in title trust for the purpose of freely disposing of the instant shares, even if the Plaintiff did not have any duty to report to the Financial Services Commission and the Korea Exchange, it is difficult to believe that the Plaintiff did not have any duty to report that the Plaintiff would have any ownership of 5% or more of the shares under the name of the former Securities and Exchange Act [repealed by Article 2 of the Addenda to the Financial Investment Services and Capital Markets Act (Act No. 8635 of Aug. 3, 2007)], and that the Plaintiff would not have any possibility of tax evasion by taking into account the fact that the Plaintiff did not have any ownership of 29% of the shares of the instant corporation as of the end of 2004, and that there was no possibility that the Plaintiff would have been in title trust for the purpose of 20% more than 3% of the shares under the name of the former Enforcement Decree of the Income Tax Act (amended by Act No. 7837 of Dec. 31, 2005).

D. Determination on the illegality of the method of calculating the gift value

(1) Article 60 of the former Inheritance Tax and Gift Tax Act provides that "the market price corresponding to the value of the property on which the gift tax is to be levied after the increase or decrease of the capital is the basis for the method of appraisal stipulated in Article 63 (1) 1 and (b) of the former Inheritance Tax and Gift Tax Act." Article 63 (1) 1 (a) of the former Inheritance Tax and Gift Tax Act provides that the value of shares traded at the Korea Stock Exchange shall be the average value of the closing tax on a day before or after the base date of appraisal: Provided, That in cases where it is inappropriate to determine the average value of shares before or after the base date of appraisal due to the occurrence of reasons such as increase or decrease of the capital during 2 months before or after the base date of appraisal, the average value of shares traded at the same time before or after the issuance of new shares shall be the average value of shares before or after the issuance of the new shares before the 3-month increase or decrease of the new shares before the base date of appraisal; and Article 52-2 (1) 2 (2) of the former Enforcement Decree shall be the same before the base date of appraisal date.

(A) In the case of capital increase, the Plaintiff appears to have completed a considerable impact on the formation of new shares by taking into account the price decline of the shares. However, in the case of shares allotment method, the Plaintiff is entitled to participate in the allocation of new shares on the basis of the 3th anniversary of the date of issuance of new shares and the 3th anniversary of the date of issuance of new shares. On the other hand, the Plaintiff is entitled to participate in the calculation of the 9th anniversary of the date of issuance of new shares because the 3th anniversary of the date of issuance of new shares and the 9th anniversary of the date of issuance of new shares. The value of shares held on the 9th anniversary of the date of issuance of new shares is no longer than the 9th day before the date of issuance of new shares because the 3th day of issuance of new shares is the same as the 9th day before the date of issuance of new shares, because the 3th day of issuance of new shares is the same as the 9th day immediately preceding the date of issuance of new shares.

In other words, since the capital increase by the initial shareholder and the third party allotment method with respect to the shares held in the title trust as of March 15, 2005 all were the date of the cancellation of rights on February 7, 2005, which was the base date of appraisal before March 15, 2005 (as seen in the above, the base date of allotment of new shares is February 11, 2005; from February 8, 2005 to February 10, 2005) and the date following the date of the occurrence of the cause such as the capital increase, the period of appraisal is from February 7, 2005 to May 15, 2005, the assessment price per share during the above period is 10O for the first five days after the date of appraisal as of February 15, 205 to 205 to 10.5 days after the date of appraisal as of February 15, 2005 to 205.

(1) As to the assertion of defect in assessment and notice

Since the Defendant revoked ex officio the initial imposition disposition of additional tax during the proceeding of the instant lawsuit, and re- imposed and notified the same amount of additional tax by stating the type of and the basis for calculation of additional tax, the Plaintiff’s assertion on this part is without merit.

(2) As to the assertion that justifiable grounds exist

(A) In order to facilitate the exercise of taxation rights and the realization of tax claims, additional tax under tax law is an administrative sanction imposed pursuant to the law in cases where a taxpayer violates a return, tax liability, etc. as prescribed by the law without justifiable grounds, and the taxpayer’s intentional or negligent act does not constitute a justifiable cause (see Supreme Court Decision 2013Du1829, May 23, 2013).

(B) As long as the Plaintiff, a nominal owner, pursuant to Article 45-2 of the former Inheritance Tax and Gift Tax Act, is deemed to have donated shares of the instant corporation by acquiring the shares of the instant corporation under the Plaintiff’s name, the Plaintiff is obligated to report and pay gift tax. The circumstances asserted by the Plaintiff constitute an act related to KimCC, which did not bear the duty of report and payment of gift tax, or an act on the land or mistake of the Plaintiff’s laws and regulations, and thus, the Plaintiff’s failure to report and pay gift tax cannot be deemed to have justifiable grounds.

F. Justifiable tax amount and scope of cancellation

If a reasonable tax amount is calculated by calculating the gift amount as an OOO per share for the plaintiff, the principal tax of the gift tax is OOO or additional tax (=OOO or additional tax + OO or additional tax for unfaithful payment). Therefore, the portion exceeding the above amount among each of the dispositions in this case should be revoked as unlawful.

3. Conclusion

Therefore, the plaintiff's claim of this case is justified within the scope of the above recognition, and the remaining claim is dismissed as it is without merit. It is so decided as per Disposition.