Seocho 201JL 1273 ( December 16, 201)

The imposition of gift tax on the basis of other days which cannot be deemed the transfer date is illegal.

The deemed donation of title trust is deemed to have been made on the date when the actual owner registers, etc. under another person's name, and the market price, which is the basis for calculating the taxable value of donated property as of the date of donation, is assessed, and thus, the imposition of gift tax on the stocks held in title trust is unlawful on the basis of another date

2012 disposition of revocation of imposition of gift tax

Lee Dong-A et al.

Head of Seodaemun Tax Office

February 27, 2013

March 8, 2013

1. The Defendant’s imposition of KRW 000 of gift tax as of February 17, 201 and penalty tax as of December 3, 2012 against the Plaintiffs shall be revoked.

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

The same shall apply to the order.

1. Details of the disposition;

"The plaintiff KimB, the non-party KimD, the KimE, the H, and the H II, and the Maximum JJ (hereinafter referred to as "Plaintiff KimB et al.") acquired 3.498.750 shares of LL Co., Ltd. (hereinafter referred to as "LL"), as listed below, from April 18, 2005 to September 26, 2005, 3.4. (b) the plaintiff KimB et al. acquired 50 shares from 30.68 shares, from 19 April 19, 2005, from 08 to 00, from 00, from 00, 2008 shares, 30.6 shares, 50 shares, and 50 shares, and 508 shares, from 0.6.0 to 305 shares, and the non-party 2 and 30.00 shares, respectively, were assigned to 30.05 shares, and 508 shares, respectively.08 shares.05 shares.0

C. Meanwhile, from April 18, 2005 to October 28, 2005, 4,214, and 614 of the instant shares were sold in KRW 000,00, and Plaintiff KimB et al. were not reported and paid capital gains tax accordingly.

D. On August 4, 2005, LL implemented a comprehensive share swap with MM Entertainment Co., Ltd. (hereinafter “MM”) and NNN Entertainment (hereinafter “N”). LL transferred 158,401 shares on the register of shareholders as of August 1, 2005, to the Plaintiff KimB as of the date of reduction of capital (the date of August 1, 2005), while LL transferred 158,401 shares to the Plaintiff KimB. The Seoul Director of the District Tax Office conducted an integrated investigation into the corporate tax of MM, and then transferred 4214,614 shares to the Plaintiff KimB et al. for the purpose of circumventing MM, and notified the head of the tax office having jurisdiction over the transfer income tax to this PP, and notified the Plaintiff KimB and other 8 et al. under Article 208 of the Inheritance Tax and Gift Tax Act (amended by Act No. 20138, Feb. 28, 2007).

F. Accordingly, on February 13, 2007, the director of the Gangnam District Tax Office imposed and notified the TPP of KRW 000 (including additional taxes) for the transfer income tax corresponding to the year 2005. On February 15, 2007, the Defendant issued a notice to the Plaintiff KimB of imposition of KRW 000 (including additional taxes) for the gift tax on June 13, 2005 and KRW 8400 for the gift tax on KRW 150,000 (including additional taxes) as shown in the table table, and the sum of KRW 00 for the gift tax on KRW 840 (including additional taxes) for KRW 840 on August 1, 2005, and on the same day, imposed and notified the TPP of the same amount as a joint obligor pursuant to Article 4(5) of the Inheritance Tax and Gift Tax Act.

(The following table omitted):

G. On December 11, 2006, the director of the Seoul Regional Tax Office filed a complaint with the investigation agency on the charge of violating the Punishment of Tax Evaders Act, and the prosecutor of the Seoul Central District Public Prosecutor's Office prosecuted the Plaintiff for the violation of the Act on the Aggravated Punishment, etc. of Specific Crimes (tax) (tax), on the grounds that the Plaintiff, who is the model of the PP, is the actual owner of the instant shares). On December 21, 2007, the Seoul Central District Court (2007Da569, 831 (combined) and 1263 (Consolidated) declared that the Plaintiff was guilty on December 21, 2007. The Plaintiff and the Prosecutor appealed filed each appeal with the Supreme Court (2008Do5399) and the Seoul High Court (2008Do5399) and the judgment that the Plaintiff was the actual owner of the instant shares was maintained.

H. On November 25, 2010, the Defendant revoked ex officio the imposition of gift tax imposed on Plaintiff KimB and Lee PP, and on August 1, 2005, the Defendant deemed that Plaintiff KimB held the title trust of 158,401 shares of the instant shares to Plaintiff KimB on August 1, 2005, imposed and notified Plaintiff KimB of the gift tax amount of KRW 00 (including additional tax) as indicated below, and on the same day, imposed and notified Plaintiff LeeB of the same amount as a joint obligor pursuant to Article 4(5) of the Inheritance Tax and Gift Tax Act.

I. The Plaintiffs filed an appeal on March 25, 201, and received a decision of dismissal from the Tax Tribunal on December 16, 201.

(j) On the other hand, the Defendant: (i) stated the first 0th day before August 1, 2005; (ii) stated the 0th day after the entry date; (iii) calculated the gift tax amount of KRW 10; (iv) calculated the average of KRW 200,000; (v) calculated the gift tax amount of KRW 10; (v) calculated the gift tax amount of KRW 20; (v) calculated the gift tax amount of KRW 10; (v) calculated the gift tax amount of KRW 20; (v) calculated the gift tax amount of KRW 0; (v) calculated the average of KRW 20,000; and (v) calculated the gift tax amount of KRW 10; (v) calculated the gift tax amount of KRW 20; (v) calculated the gift tax amount of KRW 10; and (v) calculated the gift tax amount of KRW 20,000; and (v) calculated the gift tax amount of KRW 25,000,00.

[Grounds for Recognition] The whole purport of the arguments and arguments, as described in the non-contentious facts, Gap 1, 2, 3, and 4 (including household numbers), and Eul 1, 2, 3, 2, 3, 5, 6, 9, 9, 10, and 12 through 17 (including household numbers)

2. As to the cancellation claim of each of the dispositions of this case

A. The plaintiffs' assertion

(1) As to title trust

(A) The shares in the Plaintiff KimB’s name are not registered in title, and each of the dispositions of this case based on the premise that the shares were registered in title is illegal.

(B) Even if the Plaintiff KimB’s shares acquired through capital increase are merely 150,000 shares, and the gift tax assessment of the remaining 8,401 shares is unlawful.

(2) As to the appraisal of market price of shares

The shareholder allocation method is based on the date the right falls, and the third party allocation method is evaluated as of the date following the date of the resolution by the board of directors. The date of market evaluation is June 10, 2005, which is the date following the date of the resolution by the board of directors. In addition, the period of business suspension from July 29, 2005 before the reduction of capital to August 3, 2005 should be excluded from the market price evaluation period, and the termination period of market price evaluation is July 28, 2005. Therefore, the market price of stocks, which forms the basis for the calculation of the taxable amount of gift taxes, is the average share price from June 10, 2005 to July 28, 2005, and each disposition of this case under different premise is unlawful.

(3) As to additional tax

Although the Plaintiffs were subject to the imposition of the previous gift tax, it is practically impossible to expect the instant disposition to fulfill the tax liability, and there is a reasonable ground for non-performance of the tax liability. Therefore, the instant disposition imposing the additional tax is unlawful.

(b) Related statutes;

It is as shown in the attached Table related statutes.

(c) Fact of recognition;

(1) Details related to disclosure

(A) The sale and purchase of shares of April 18, 2005

① On April 18, 2005, O transferred LL stocks 10,530,500 shares to EP, etc.

② The LL, in the electronic publication system of the Financial Supervisory Service (hereinafter referred to as the “Public disclosure system”), publicly announces the fact of entering into a stock transfer contract and the change of the largest shareholder as follows.” The public disclosure of other major management matters (as of April 2, 2005)

(Contents). (Contents omitted)

(b) Revised the largest shareholder (No. 19 April 2005)

(Omission)

(B) Public disclosure of capital increase with respect to the capital increase issued on June 13, 2005

① LL은 2005. 6. 10. 공시시스템에 이사회결의일 2005. 6. 9.， 배정주식수 400，000주(원고 김BB 및 소외 유FF 각 150，000주， 소외 윤QQ 100，000주)， 주당 발행가액 000원， 주금납입일 2005. 6. 13.로 하는 제3자 배정방식 유상증자결의 공시 를하였다.

② On June 14, 2005, LL published on June 14, 2005 that it completed a third party-party allocation system for capital increase.

(C) Notice as to the reduction of capital on August 3, 2005

① On April 20, 2005, LL published a guidance to suspend entry into the register of shareholders in order to determine the shareholders entitled to exercise voting rights at a temporary shareholder’s general meeting with a capital reduction resolution, etc. on an agenda item, as follows:

(Omission)

② On June 14, 2005, LL publicly announced the reduction of capital and share swap decision as follows.

(Omission)

(1) Determination of reduction of capital;

(Omission)

(C) Article 8 (1)

(Omission)

③ On June 30, 2005, LL publicly announced the result of a special shareholders’ meeting as follows.

(Omission)

④ The LL completed the reduction of capital according to the resolution of the general meeting of shareholders on August 3, 2005, and publicly announced the share swap on August 4, 2005 to the public notice system.

(d)Other disclosures:

Since 2003, LL has announced the public disclosure system in order to determine shareholders' rights to hold regular shareholders' meetings at the end of each year.

(2) Details of the relevant criminal case judgment and articles of incorporation

(A) The Seoul High Court (2008No145) held that the acquisition and disposal of the shares held in title trust by the Plaintiff KimB were as follows.

(Contents). (Contents omitted)

(B) The articles of incorporation of L provides for the change of holders of shares as follows.

(2) The following provisions are omitted:

[Ground of Recognition] The facts without dispute, Gap evidence 3, 4 (including household numbers), and Eul evidence 3 to 11 (including household numbers), and the purport of the whole pleadings

D. Determination

(1) As to the existence time of the shareholder registry

① Since 2003, the LL has publicly announced a guidance to suspend the transfer of shareholders to determine shareholders at the end of each year in the public disclosure system. ② The LL’s articles of incorporation stipulate the transfer agent system, the closing of the register of shareholders, the base date of the register of shareholders, etc. (Articles 15, 16, and 17) under the premise that there is the register of shareholders (Articles 16 and 17), and ③ LL has publicly announced the confirmation of shareholders’ rights to exercise the voting rights to the temporary general shareholders’ meeting whose agenda is the resolution to reduce capital in the public disclosure system on April 20, 2005.

(2) Regarding the transfer time

① 원고 김BB 명의로 유상증자 받은 150，000주에 관하여; ㉮ 유상증자로 주식을 배정받았다면 특별한 사정이 없는 이상 주금납입과 동시에 주주명부에 그 명의로 명의개서가 된다고 봄이 경험칙에 부합하는 점，㉯ LL은 코스닥등록법인이고， 공시시스템에 제3자 배정방식 유상증자 결정공시 및 완료공시가 모두 있었으며， 공시내용에 원고 김BB 및 소외 유FF이 각 150，000주， 소외 윤QQ가 100，000주를 취득한 것으로 되어 있는 접，㉰ 피고도 150，000주에 관하여 주금납입일인 2005. 6. 13. 원고 김OOO 명의로 명의개서가 되었음을 전제로 증여세를 부과하였다가 직권취소하였던 점(실 소유자가 이PP이 아닌 원고 이AA이라는 이유로 직권취소하였을 뿐이므로， 명의개서 시기를 종전과 달리 볼 이유가 없다)，㉱ 형사판결문에도 원고 이AA이 2005. 6. 13. 원고 김BB 명의로 LL 주식 150，000주를 취득한 것으로 기재되어 있는 점 등을 고려할 때， 유상증자로 받은 150，000주는 주금납입일인 2005. 6. 13. 원고 김BB 명의로 명의개서가 되었다고 봄이 타당하다

② 나머지 8，401주에 관하여; ㉮ 형사판결문에는 원고 이AA이 원고 검BB 명의로 LL 주식을 2005. 4. 18. 455，000주， 2005. 6. 13. 150，000주， 2005. 7. 6. 2，124 주， 2005. 7. 29. 55，500주를 각 취득하였다고 기재되어 있을 뿐， 2005. 8. 1.자로 취득 한 내역은 확인되지 아니하는 점{더욱이 형사판결문에는 원고 이AA이 2005. 8. 1.자 로 원고 김BB 명의로 보관하고 있는 주식 수는 142，529주로 되어 있으므로， 나머지 주식 15，872주(= 158，401주 - 142.529주)가 명의신탁된 주식이라고 단정할 수 없다}，㉯ 원고 이AA이 원고 김BB 명의로 위와 같이 주식을 취득하였음에도 명의개서를 하지 아니할 만한 특별한 사정을 찾아볼 수 없는 점，㉰ 특히 2005. 4. 18. 취득분은 최대주주 변경을 동반한 거래이고 공시까지 이루어졌으므로 매매대금의 지급과 동시에 명의개서가 이루어졌다고 보는 것이 자연스러운 점(공시내용에도 '매매대상 주식의 주식양도는 주식매매 계약서 제3조 ④항에 따라 잔금 지급 시 양도대상 주식 전부를 인도하고 명의개서절차를 이행한다'고 되어 있다)，㉱ 피고는 2005. 8. 1.자 LL 주주명부만을 확인하였으므로 거기에 주주로 등재되어 있다고 하더라도 2005. 8. 1.자로 명의개서가 이루어졌다고 단정할 수 없는 점(피고는 적어도 2005. 8. 1.자 이전에 주주명부를 확인하고， 2005. 8. 1.자로 새롭게 명의개서된 주식 수를 확인하였어야 한다) 등을 고려할 때， 8，401주가 2005. 8. 1.자로 명의개서가 이루어졌다고 볼 수 없다.

(3) As to the legality of each of the dispositions of this case

The deemed donation of title trust under Article 45-2(1) of the Inheritance Tax and Gift Tax Act is deemed to have been made by the actual owner on the date when the actual owner registers, etc. under the name of another person, and as of the date of donation, the market price of the shares, which serves as the basis for calculating the taxable value of the gift tax, is assessed, and the disposition imposing gift tax on the shares held in title, based on another date that cannot be deemed as the opening date in the name of the title, is unlawful. However, as seen earlier, the transfer of the title holder in the name of Plaintiff KimB on the LL shares 158,401 cannot be deemed to have been made on August 1, 2005, and each of the dispositions of this case on the premise that the transfer of title holder was made on August 1, 2005, is unlawful without further review the Plaintiffs’ claims (the

3. Conclusion

Therefore, the plaintiffs' claims are reasonable, and they are decided as above.