the transfer of shares to common shareholders, etc. constitutes a fraudulent act.

In the course of the tax investigation, it is anticipated that the amount of a high-amount additional tax would accrue and that the amount of a high-amount tax would be designated to a person who actually owns the amount of a high-amount additional tax, and that the transfer of stocks to a joint shareholder is a fraudulent act.

2012 Gohap 44795 Revocation of Fraudulent Act

Korea

KimAA 4 others

January 10, 2013

January 24, 2013

1. As regards the shares listed in Appendix 1, and

(a) between Defendant KimA and NewB, the termination of the share transfer agreement entered into on December 31, 201, and the following:

B. Defendant KimA notified the Construction Co., Ltd. that the sales contract for the said shares was revoked.

2. As regards the stocks listed in Appendix 2, and

(a) between Defendant KimD and NewB, the termination of the share transfer agreement concluded on December 31, 201, and the following:

B. Defendant KimD notified that the sales contract for the said shares was cancelled to ESD Co., Ltd.

3. As regards the stocks listed in Appendix 3, and

(a) the revocation of the Stock Transfer Agreement concluded on December 31, 201 between Defendant literature II and NewB, and

B. Defendant Dial II notifies EE Petroleum Co., Ltd. that the sales contract for the said shares was revoked.

4. As to the stocks listed in Appendix 4, and

(a) between Defendant Won-B and NewB, the termination of the share transfer agreement concluded on December 31, 201, and the following:

B. Defendant Won-Woo notified the Energy Bank Co., Ltd. that the sales contract for the said shares was revoked.

5. As to the stocks listed in Appendix 5, and

(a) between Defendant NF and newB, the termination of the share transfer agreement concluded on December 31, 201, and the following:

B. Defendant An FF notifies that the sales contract for the said shares was cancelled to theCC industry.

6. The costs of lawsuit shall be borne by the Defendants.

The same shall apply to the order.

1. The basis for the request;

The reasons for the attached Form shall be as shown in the attached Form.

2. Applicable provisions;

Articles 208(3)2 and 150(3) of the Civil Procedure Act (a judgment deeming confessions due to the absence of the defendants)

Cheong-gu Office

1. On December 31, 2011, with respect to the shares listed in the separate sheet 1 between Nonparty NewB and Defendant 1, the self-transfer contract shall be revoked.

2. Defendant 1 will implement the transfer procedure for Nonparty 1B on the shares listed in the separate sheet No. 1 for the reason of restitution due to the revocation of fraudulent act.

3. On December 31, 2011, with respect to the shares listed in the separate sheet 2 between Nonparty NewB and Defendant 2, a self-transfer contract shall be revoked.

4. Defendant 2 shall implement the transfer procedure for Nonparty 2’s transfer on the shares listed in the attached Table 2 to Nonparty 2 on the ground of restitution due to the revocation of fraudulent act.

5. On December 31, 2011, with respect to the shares listed in the separate sheet 3 between Nonparty NewB and Defendant 3, a self-transfer contract shall be revoked.

6. Defendant 3 will implement the transfer procedure for Nonparty 3’s transfer on the shares listed in the attached Table 3 to Nonparty B due to restitution due to the revocation of fraudulent act.

7. On December 31, 2011, with respect to the shares listed in the separate sheet No. 4 between Nonparty NewB and Defendant 4, a self-transfer contract shall be revoked.

8. Defendant 4 shall implement the transfer procedure for Nonparty 4’s transfer on the shares listed in the separate sheet No. 4 for reasons of restitution due to the revocation of fraudulent act.

9. On December 31, 2011, with respect to the shares listed in the separate sheet 5 between Nonparty NewB and Defendant 5, a self-transfer contract shall be revoked.

10. Defendant 5 will implement the transfer procedure for Nonparty 5’s transfer on the shares listed in the attached Table 5 to Nonparty 5B for reasons of restitution due to the revocation of fraudulent act.

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

Grounds of Claim

1. The relationship between the Defendants and the Nonparty NewB

A. Defendant 1 KimA is the husband of Hah, the birth of the non-party in arrears of the national tax (hereinafter referred to as "non-party in arrears"), who is the father of Hah, the birth of Hah, the non-party in arrears of the new B (hereinafter referred to as "non-party in arrears"). (A Certificate 1, A Certificate 2, A Certificate 3, Certificate 3)

B. Defendant 2 KimD was registered as a shareholder of EE Petroleum Co., Ltd., a corporation, the non-party spouse of which is the non-party, as the representative director, and as the non-party and joint shareholders (Evidence No. 4, the "Certificate of Registration of Corporation", and No. 5, the "Detailed Statement of Change of Stocks, etc.")

C. Defendant 3’s Section II is the Non-Party’s shareholder of EE Petroleum Co., Ltd., a corporation whose spouse is the Non-Party’s representative director, and is registered as the Non-Party and the Non-Party’s joint shareholder (Evidence No. 4, “Certificate of Registered Matters”, and Evidence No. 5)

D. Defendant 4 is the birth of the originalG, the non-party’s spouse, and the Nonparty is the birth of the originalG, with his wife South and North Korea. (No. 2, the “certificate of expulsion”, and the “Marriage No. 3,” respectively.

E. Defendant 5 FF is the representative director of theCC industry that the Nonparty is a shareholder (Evidence A 6, Certificate A, Certificate A No. 7, Statement of Change of Stocks, etc.)

2. Details on establishment of tax claims, which are preserved claims;

(a) The Seo-gu Busan Metropolitan Government U.S.O.O. 0000 (hereinafter referred to as "J. J. 1") decided to notify each of 00 won as the payment deadline on December 31, 201, while Non-Party 1 did not pay the value-added tax for the second taxable period (from October 01 to December 30, 2011) and for the second taxable period (from December 31, 2011) for the second taxable period (from October 01 to December 31, 2011).

B. As to Nonparty 1, the Busan regional tax office reported the amount of corporate tax under-reported in the manner of filing an excessive report on the sales cost belonging to the year 2008, 2009, and 2010 in a trade order conducted between November 04 and December 12, 2012 by the Busan regional tax office with respect to Nonparty 1, the Busan regional tax office decided to notify Nonparty 1 of the amount of KRW 00,000,000 as the payment deadline on March 31, 2012; however, Nonparty 1 did not pay the amount of KRW 9-1,2,3's corporate tax determination resolution (hereinafter referred to as "resolution resolution on corporate tax determination").

C. Nonparty 1 did not pay corporate tax for the year 201 and notified KRW 000 and KRW 000 as the due date for payment on March 31, 2012 and the due date for payment on July 31, 2012; however, Nonparty 1 did not pay Nonparty 1. (A evidence 10-1, 2's corporate tax revision resolution)

D. KK Co., Ltd. (hereinafter referred to as "OO2") located in Seo-gu Busan Metropolitan City (O2000, hereinafter referred to as "O2") has decided to notify 00 won as the due date for payment on December 31, 201, respectively, while Non-Party 2 has not paid the value-added tax for the taxable period of February 201 (i.e., from 01 to 01, 2011) and for the taxable period of February 2011 (i.e., 01 to 31, 2011).

E. On November 04 to December 12, 201, the Busan Regional Tax Office reported the amount of corporate tax to Nonparty 2 by means of an excessive return of the sales cost belonging to the year 2008, 2009, and 2010 in a trade order-related tax investigation conducted by the Busan Regional Tax Office with respect to Nonparty 2, which was conducted until December 12, 201, and decided to notify the amount of KRW 00,000,000 as the due date for payment on March 31, 2012, but Nonparty 1 did not pay the amount of corporate tax (hereinafter referred to as “written resolution to correct corporate tax”).

F. In a trade order investigation conducted by the Busan Regional Tax Office from November 04 to December 12, 2012, 201 with respect to the non-party corporation 1 and 2, the non-party corporation 1 and 2 was investigated to be practically owned by the non-party 1 and 2, and the non-party 2 was designated as the secondary tax liability for the non-party corporation 1 and 2's delinquent tax amount on the non-party corporation 1 and 2 as of the date of establishment of the tax liability. The non-party 1 and 2 notified the designated tax payment deadline, but the non-party 1 and 2 did not pay the tax amount. The details are the same as the details of the designation of the non-party 1 and the non-party 1 and the non-party 2's secondary tax liability assessment report (the non-party 13 evidence 1 and 2's second tax liability investigation report,

G. The Non-Party NewB’s default tax amount indicated in Table 1 was established prior to December 31, 201, which was the date of fraudulent act, and there was a high probability that taxes will be imposed in the near future on the basis of such legal relations, and that national tax would be imposed in the near future, and that national tax has been imposed accordingly, and the tax claim has been established. Therefore, the obligee’s right of revocation may be the preserved claim.

(B) The current status of the designation of the secondary tax liability of the newB, other than the Title 1>

(as of September 2012)

3. Fraudulent act;

The Non-Party NewB sold the shares listed in attached Table 1, 2, 3, 4, and 5 to Non-Party 1 and 2, which are owned by the Non-Party as a de facto shareholder, from November 04 to December 31, 2011 under the investigation conducted by the Busan Regional Tax Office related to the transaction order by November 201 to December 31, 2012, and the details thereof are as follows.

A. On December 31, 2011, the Nonparty entered into a contract of transfer and acquisition of the shares listed in the attached Table 1 with Defendant 1 at KRW 000 on the sales price of the shares listed in the attached Table 1, and transferred the shares listed in the attached Table 1 to Defendant 1 by the same person. (A) The Nonparty reported the tax base of transfer income, Gap evidence 16, and the calculation statement of the transfer income amount of shares listed in the attached Table 17.

B. On December 31, 2011, the Nonparty entered into a contract of transfer and acquisition of the shares listed in the attached Table 2 with Defendant 2 at KRW 000 of the sales price, and transferred the shares listed in the attached Table 2 to Defendant 2 by the same person. (A) The Nonparty reported the transfer of shares in the attached Table 18, A’s certificate No. 19, and the calculation statement of the transfer income amount of shares in the attached Table 20.

C. On December 31, 2011, the Nonparty entered into a contract for transfer and acquisition of the shares listed in the attached Table 3 with Defendant 3 at KRW 000,000 of the sales price, and transferred the shares listed in the attached Table 3 to Defendant 3 by the same person (A evidence 21, A No. 22, A’s report on the tax base of transfer income, A’s certificate 22, and A’s calculation statement of transfer income of shares, etc.)

D. On December 31, 2011, the Nonparty entered into a contract of transfer and acquisition of the shares listed in the attached Table 4 with Defendant 4 at KRW 000 of the sales price, and transferred the shares listed in the attached Table 4 to Defendant 4 by the same person. (A) The Non-Party reported the tax base of transfer income, Gap evidence 25, and the calculation statement of capital gains of shares listed in the attached Table 26.

E. On December 31, 2011, the Nonparty entered into a contract of transfer and acquisition of the shares listed in the attached Table 5 with Defendant 5 at KRW 000 of the sales price, and transferred the shares listed in the attached Table 5 to Defendant 5 by the same person. (A) The Non-Party reported the tax base of capital gains, Gap evidence 28, and the calculation statement of capital gains of shares listed in the attached Table 29.

5. Intention and bad faith of the defendant;

In the course of the Busan regional tax office's investigation of the non-party corporation 1 and 2, it is anticipated that the non-party corporation 1 and the non-party who actually owns the non-party corporation 2's secondary tax liability should be designated to pay the high tax amount. In light of the fact that the non-party transferred the shares listed in the attached Table 1, 2, 3, 4, and 5 to the defendant 1,2,34, and 5 on December 31, 201, the non-party was aware of the fact that the non-party would harm the plaintiff who is the tax claim at the time of such transfer. Further, the defendant 1 is the Dong of the non-party, the non-party 2, 3 is the non-party's shareholder jointly with the non-party's EEG representative director of the non-party's spouse, and the defendant 5 is the non-party's wife corporation's wife and the defendant 1,2,3,45 is the non-party's intent to transfer the non-party's fraudulent act.

4. Excess of debts;

(a) Active property;

On December 31, 2011, the non-party's active property at the time of transfer of shares listed in the Schedule 1, 2, 3, 4, and 5 attached Table 1, the non-party's active property had three real estate and five company's non-listed stocks as shown below, as shown in the list 2, 3, and 3, the status of possession of real estate in the attached Table 3, and the status of possession of stocks in the attached Table 3. The attached Table 2, the Internet market tax provided by the OO apartment in the OO apartment among the attached Table 2, the attached Table 2, the Internet market tax was applied to the OO apartment in the OO apartment and the market price was assessed as the actual transaction price in 200 won because there was no market price for three OO apartments in the attached Table 3, and the aggregate of active property was assessed as the method of evaluation under the Inheritance Tax and Gift Tax Act for non-listed stocks in the attached Table 30-1,23,4,5

(B) The Non-Party NewB’s real estate holding status at the time of the fraudulent act

(No. 3) The Non-Party’s shares held by NewB at the time of the fraudulent act

B. Petty property

At the time of the transfer of shares listed in the Schedule 1, 2, 3, 4, and 5 on December 31, 2011, the non-party's small property is KRW 000,000,000 of the Industrial Bank of Korea's obligations secured by OOOOOO apartment 00,000 Dong 000, and KRW 000 (the first notice of the original taxpayer's tax amount) that are preserved claims for fraudulent act, such as the attached Table 1, which is owned by the non-party, and KRW 00,000,000 (the first notice of the original taxpayer's tax amount).

C. Therefore, the Nonparty would have been in excess of his/her obligation since the negative property at the time of fraudulent act exceeds his/her positive property.

6. The date on which he becomes aware of a fraudulent act;

The Nonparty received a written report on the tax base of capital gains tax on the transfer of shares listed in attached Table 1, 2, 3, 4, and 5 from the competent tax office on December 28, 2012 and became aware of the instant fraudulent act.

7. Conclusion

In light of the above facts, the sale and purchase contract for the shares listed in the annexed Table 1, 2, 3, 4, and 5 between the Nonparty and the Defendant constitutes a fraudulent act, which is an act with the knowledge that it would prejudice the Plaintiff, who is a tax claim, in order to evade tax obligations. Therefore, the Plaintiff was caused to the claim of this lawsuit, such as the purport of the claim under Article 406 of the Civil Act and Article 30