TAX TAX Practice Yulchon LLC - Worldwide Office Contacts Korea Vietnam Ho Chi Minh City Hanoi China

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1 TAX TAX Practice

2 Observers speak with one voice in proclaiming it one of the most respected and reliable practices in Korea. Chambers Global : The World s Leading Lawyers for Business CONTENTS Our Firm 2 TAX Practice 4 Professionals 14

3 2 3 COMMITMENT INNOVATION EXCELLENCE AWARDS Firm of the Year for Taxation in South Korea ASIAN-MENA COUNSEL Leading Tax Law Firm in Korea Asian Legal Business Firm of the Year for Taxation in South Korea Asian-Counsel 2010 Korean-Corporate Tax Law Firm of the Year Global Law Experts 2010 Corporate Tax Advisory Firm of the Year in Korea Corporate INTL South Korea Tax Controversy Firm of the Year International Tax Review RANKINGS Tier 1, Tax Legal Tier 1, Tax Legal Times Highly recommended, Tax Asialaw Profiles Tier 1, Tax Asialaw Profiles Tier 1 International Tax Review 2008, Band 1, Tax Chambers Asia Tier 1, Tax Tax Directors Handbook 2011 Tier 1, Client Satisfaction Survey for Tax Seoul Economic Daily st Place, Tax Donga Ilbo survey st Place, Tax Hankyung Business Top Tier, International Trade/WTO Chambers Global st for Tax The Chosun Ilbo Our Firm Yulchon LLC is a full-service international law firm headquartered in Seoul, Korea. We employ over 360 professionals, including more than 60 licensed in jurisdictions outside of Korea. Our perspective is international and our reach is global. We represent clients from six continents and have helped companies expand around the globe. We strive to provide the most innovative solutions to the complex legal challenges confronting our clients. Yulchon has become an acknowledged market leader in the development and practice of law. We are known for our high standards of excellence, our culture of collaborative problem solving, and our strong relationships with government agencies and other leading international advisors. We are frequently retained to negotiate multi-billion dollar transactions, to help draft new legislation and regulations, and to represent clients in high-stakes adversarial proceedings. Applying a combination of teamwork, skill, and strong relationships with government agencies and international law firms, Yulchon maintains itself on the cutting edge of Korean law and is frequently acknowledged as the law firm to retain to negotiate precedent-setting transactions and to draft new legislation. In particular, Yulchon s tax group is widely regarded as the best tax practice group in Korea. The tax group advises clients on all aspects of domestic and international taxation, including some of the most sophisticated tax planning, compliance, and dispute resolution matters. Our tax attorneys and tax advisors have extensive expertise and experience in tax litigation and have obtained many favorable tax rulings for our clients in administrative and court proceedings, resulting in the satisfactory settlement of tax controversies and the procurement of special credits, deductions, and tax holidays for clients inbound investments. In addition, our tax group works closely with the Ministry of Strategy and Finance and the National Tax Service and has been at the forefront of the development of tax law in Korea with respect to transfer pricing, sourcing rules, and withholding taxes.

4 4 5 TAX Practice Yulchon's Tax Practice Yulchon s Tax Group consistently ranks among Korea s top tier practices, and our leading attorneys have been recognized globally by various publications for their quality work. AsianCounsel, a leading international journal for corporate counsel, has consistently ranked Yulchon as the Firm of the Year for taxation in Korea. The award is based on a survey of in-house counsel at major enterprises in over 60 countries in the Asia-Pacific and Middle East regions. The tax group was also ranked No.1 in the tax field by both the Asia Pacific Legal 500, part of the Legal 500 series published worldwide for over 20 years, and the Tax Directors Handbook based on interviews and votes of over 5,000 tax practitioners worldwide. The Handbook highlights Yulchon s tax partner, Sai Ree Yun, as Korea s best known tax expert, and acknowledges the tax group s involvement in Samsung General Chemicals joint venture with Atofina of France valued at US$755 million. Yulchon also received the Tax Controversy Firm of the Year Award from the International Tax Review. Domestically, the Korea Economics Daily ranked Yulchon as the Most Preferred Law Firm in the Tax Area based on its survey of a number of legal departments of major Korean corporations, and recognized Dong Soo Kim, a senior tax partner, as the Best of the Best in the tax field. In another survey by Chosun Ilbo, a leading and influential daily newspaper, 19 out of 30 legal departments of the largest Korean corporations voted Yulchon as having the best tax practice. In stark contrast, no other firms received more than two votes. The tax group is composed of highly qualified professionals who are recognized as leading authorities and experts in the tax field. The members of our tax group have acquired their extensive experience in the course of their practice at major law firms both in Korea and abroad. The tax group also includes former government officials and renowned professors of tax law. This collective experience, together with the firm s close ties with the National Tax Service, the Tax Tribunal, and the Ministry of Strategy and Finance, places Yulchon s tax group in the best position to advise and represent its clients. The tax group has a broad-based international and domestic tax practice and excels at multi-jurisdictional transactions. The tax group provides all manner of tax planning, dispute resolution, legislative, administrative and policy-related services to numerous clients including corporations, financial institutions, and individuals. More specifically, Yulchon s tax group has substantial experiences in planning, structuring, and negotiating tax aspects of all types of domestic and cross-border transactions, including corporate financing, acquisitions, divestitures, joint ventures, reorganizations, structured finance, and derivative transactions. The tax group has assisted multinational clients in the development and implementation of programs to achieve worldwide tax efficiency through various techniques, including the use of the tax treaty network, hybrid instruments, tax deferral techniques, amendments to intercompany transfer pricing policies, the establishment of asset-based financing structures, and structured financial products.

5 6 7 Our major tax practice areas are summarized below. The tax group also acts as advisors to the Korean government in its efforts to restructure and better administer the tax laws. Recently, the group spearheaded several legislative projects in the international tax and transfer pricing fields, which led to successful implementation of major Korean tax law amendments. Further, our tax professionals share their expertise with tax practitioners worldwide through speaking engagements sponsored by international organizations, such as the In-House Congress, Capital Markets Tax Committee of Asia (CMTC), International Fiscal Association (IFA), American Chamber of Commerce (AMCHAM) and European Union Chamber of Commerce in Korea (EUUCK). They also author articles and chapters in leading legal treatises, such as IBFD, Kluwer and International Tax Review, on topics including Korean M&A taxation and the taxation of investment funds. Yulchon s client list includes many major international and domestic companies, such as Goldman Sachs, Lehman Brothers, Morgan Stanley, General Electric, Coca-Cola, LVMH, NBC Universal, Seagate Technology, Hyundai Motor Company, E-Land, POSCO, Hyundai Securities, Kookmin Bank, Korea Development Bank, the Carlyle Group, the Korea Deposit Insurance Corporation, LG Electronics, Samsung Corporation, Samsung Life Insurance, SK Corporation, SK Telecom, Procter & Gamble and Siemens, among others. Representative deals in which Yulchon provided tax counsel include the following: Seagate Technology plc s US$1.4 billion acquisition of the hard disk drive business of Samsung Electronics Co., Ltd.; Eugene Corporation s US$2 billion acquisition of Hi-mart Co., Ltd., the largest retailer of electronic goods in Korea, from Affinity Equity Partners in a leveraged buyout transaction; Morgan Stanley s US$984 million acquisition of the Daewoo Center Building from Daewoo Engineering & Construction Co., Ltd.; and Macquarie Securities Korea Limited s US$2.7 billion acquisition of Megabox, Inc. through Korea Multiplex Investment Corporation. 1. Joint Venture and Investment Funds We have represented clients in establishing joint ventures in a broad range of business contexts, from investment funds to operating joint ventures between large corporate entities and start-up ventures among individuals. We have extensive experience in the application of tax treaties and the use of offshore centers to achieve tax efficiencies. As mentioned above, we advised Samsung General Chemicals (SGC) in its establishment of Samsung Atofina, a joint venture with Atofina of France, via in-kind contribution of SGC s business valued at US$755 million. Our tax group played a major role in devising the most tax efficient means to establish this joint venture. We also advised Samsung Atofina in its issuance of tax-efficient bonds overseas. 2. Mergers and Acquisitions In both cross-border and single-country deals, our tax attorneys are extensively involved in negotiating a diverse range of business transfers and corporate restructurings. Our practice group puts our analytical abilities to work to structure taxfree or tax efficient reorganizations including acquisitions, combinations, and spin-offs. Yulchon advised Seagate Technology plc (Seagate) on the successful closing of the US$1.4 billion acquisition of the hard disk drive (HDD) business of Samsung Electronics Co., Ltd. (Samsung Electronics) pursuant to the broad strategic agreement entered into by Samsung Electronics and Seagate. The project required a range of advice on domestic and overseas tax implications, and the tax group provided and implemented a variety of solutions to minimize various tax exposures in relation to transaction itself, post-transaction structuring, and transfer pricing. Yulchon advised SAP AG/SAP Korea on the Korean segment of its post-acquisition integration with Sybase US and Sybase in Korea as a follow-up. The project required a range of advice on domestic and overseas tax implications, and the Tax Group provided and implemented a variety of solutions to minimize the tax costs of postacquisition restructuring and integration by advising the most tax efficient restructuring and integration strategy. Our Firm was also involved as counsel in the merger of Kookmin Bank and Housing & Commercial Bank. This merger was the largest M&A deal in Korean corporate history, with a total asset value of approximately US$121 billion. The tax group was brought in at an early stage of this deal to analyze the conditions of the two banks from a tax perspective and to work closely with the firm s corporate group in structuring the transaction to achieve the best possible tax result for the merger.

6 Transfer Pricing As a premier provider of transfer pricing advice for transactions between affiliated companies, Yulchon helps clients avoid double taxation. Transfer pricing work often falls under the auspices of income tax treaties, which requires as much diplomacy in working with various tax authorities as tax expertise. We advise on a wide spectrum of transfer pricing issues for many multinational enterprises, which currently include a world-renowned luxury goods manufacturer and a semiconductor manufacturer. In addition to representing clients in transfer pricing controversies, our tax group also provides advice on avoiding controversies and penalties on transfer pricing adjustments and helping clients obtain advance pricing agreements. Transfer pricing seems to be a particularly troublesome area for many of our clients. Some of the more significant transfer pricing work that we have done include advising a major Korean car manufacturer in negotiating and entering into a bilateral advance pricing arrangement with the U.S. and Korean governments, negotiating the management fees payable to headquarters for a multinational marketing company with the Korean tax authorities, and winning the first transfer pricing case involving royalties for film distribution in Korea for one of the top global film distributors. 4. Financial Products and Services Our tax group has extensive experience with the tax aspects of financial products and derivatives transactions. Working with issuers, underwriters, and investors, we advise clients on numerous types of securities offerings, including issuances of high-yield debt, structured notes, common stock, preferred stock, and asset-backed securities. We focus on the examination of tax issues for such offerings and the creation of taxefficient structures. Some of the more innovative tax work that we have done in this area was in connection with Korean Air Lines issuance of 27 billion in Japanese Secured Variable Rate Bonds securitized by future airline ticket receivables - to our knowledge the first cross-border securitization of future receivables effected in Korea. This transaction involved a multi-tier structure and the use of swap transactions to minimize taxes. We also advised on the tax structuring of SK Corporation s issuance of US$1.25 billion in guaranteed exchangeable bonds that involved many uncharted tax issues in Korea. This deal won the IFLR Debt and Equity Linked Deal of the Year Award. Also, we have advised a major investment bank in establishing the first multi-series, multi-currency commercial paper conduit in Korea. This project took over a year to complete due to various tax and other legal hurdles, and to our knowledge it has not been duplicated by any other party in Korea. In addition, Yulchon has been a pioneer in the issuances of asset backed securities and the application of the tax benefits under Korea s Asset Backed Securitization Act, and our firm has unsurpassed experience in this area. For example, one of the largest deals that we have worked on involved a major investment bank s structuring and entering into a program for the sale and management of non-performing loans with an outstanding principal balance of 10 trillion won (approximately US$8 billion at the time) under a multi-tier ABS structure. This transaction is one of the largest and most sophisticated non-performing loan transactions in Korean history. 5. Wealth Management Practice This practice requires a wide range of tax law knowledge and a skillful approach to planning for income tax, inheritance tax, gift tax, and acquisition tax. Our tax professionals are exceptional in this area and share their experience and expertise through speaking at private seminars, as well as government-sponsored conferences for Koreans residing overseas. Closely-held businesses and high net-worth individuals often have to deal with extremely complex tax issues, particularly those materially affected by the everchanging tax regimes of numerous jurisdictions. The tax group advises these clients on general tax planning, utilization of trusts, insurance, and the use of independent appraisals, and helps them develop an overall estate plan that allows a tax-efficient transfer of assets. The group also counsels non-resident individuals and corporations in connection with their worldwide investments and the structuring of the ownership and control of entities. We advised a certain high net worth individual in successfully defending against the Korean tax authorities taxation on the individual s capital gains in Korea. By treating the individual as a resident of Korea, the tax authorities sought to impose personal income tax of about KRW 165 billion on approximately KRW 300 billion of capital gains. By formulating a convincing argument that the individual was not a Korean resident based on the OECD Model Tax Convention, practices of tax authorities in major countries, and Korean court decisions, we persuaded the Korean tax authorities not to impose the tax.

7 Legislative and Administrative Practice Our tax lawyers are effective advocates for our clients positions on tax issues. Several members of our firm have held senior government positions and have advised the Ministry of Strategy and Finance and the National Tax Service. With this first-hand knowledge of the government, our lawyers can work effectively on a variety of matters involving tax planning and resolving controversies. Our group s long-standing relationship with government agencies helps facilitate productive discussions with officials of the Ministry of Strategy and Finance or National Tax Service on new and unusual issues encountered in domestic and international transactions. One of our ongoing efforts in this arena includes working with the Ministry of Strategy and Finance to comprehensively reform the transfer pricing tax regime in Korea, whereby we conduct in-depth studies and comparative analyses on transfer pricing regimes of other developed countries, as well as OECD Transfer Pricing Guidelines, and propose the draft provisions for tax law amendments. In addition, our group has advised the Ministry of Strategy and Finance in connection with ongoing tax treaty negotiations with the US. Moreover, Yulchon acted as legal counsel to the Ministry of Strategy and Finance to propose the comprehensive overhaul of the Value Added Tax Act for the first time in 37 years since its enactment. In cooperation with the tax code revision task force within the Ministry of Strategy and Financa, Yulchon revised the entire legal framework of the VAT Act to reduce the ambiguities in the provisions, and enhance the readability of the VAT act while preserving its spirit. Furthermore, we successfully spearheaded the tax legislative support project which led to amendment of the Korean tax laws and regulations to allow deduction for cost of equity stock compensation such as stock options and stock awards (via stock of the parent company or head office) provided to employees of the Korean subsidiary or branch. 7. Tax Controversy Our tax group has substantial experience in the resolution of tax controversies with the Korean tax authorities. We assist clients with their tax audits and represent clients in tax controversies before the National Tax Service and in civil and criminal tax trials and appeals in the Korean courts, including the Constitutional Court. We also advise corporations and their tax and legal advisers on procedural issues and disputes with the National Tax Service. We earned a Supreme Court victory for our client Samsung Engineering, Inc. in a tax refund case involving employee stock options. The Supreme Court of Korea decided that the gain on the exercise of employee stock options over the exempt threshold is not per se taxable to the company. We successfully represented our client against the Tax office at trial, intermediate appeal, and final appeal, all within 15 months of the start of litigation. Also, in a recent tax appeal before the Tax Tribunal, we successfully represented a major multinational beverage company, we won full cancellation of VAT valued approximately KRW 9.8 billion imposed on the company by the National Tax Service. We also successfully represented a client in a landmark constitutional case challenging the constitutionality of the legislation on land profit tax and secondary liability for majority shareholders, obtaining a ruling that the legislation was unconstitutional. We also successfully represented the Hyundai Group in a case involving the transfer of stock prior to the listing of the stock, thereby saving our client over KRW 100 billion in taxes. More recently, we successfully represented Kyobo Life Insurance Ltd. in a case involving revaluation of property held by the company, where the corporate income tax and penalty in dispute were approximately US$84 million and US$118 million, respectively. We received a ruling of the Tax Tribunal in our client s favor for the abatement of penalty taxes; we also obtained a favorable ruling from the Supreme Court and enabled our client to receive a corporate income tax refund of US$136 million (including interest). Yulchon successfully represented a major U.S.-based financial institution at the Supreme Court of Korea in its appeal of the Securities Transaction Tax (STT) imposed on its purchase of depository receipts for shares issued by a Korean financial institution. The relevant issue was whether the term stock in the Securities Transaction Tax Act implicitly includes the concept of depository receipts. At the district court level, the Seoul Administrative Court held that the STT assessment should be cancelled on the ground that stock and depository receipts are clearly distinguishable for STT purposes and the relevant tax provision must be interpreted strictly according to the literal meaning of the terms used. Upon losing at the Seoul Administrative Court, the National Tax Service of Korea appealed to the Seoul High Court which also found for the taxpayer. Later, the Supreme Court rendered a decision in favor of the taxpayer, accepting the rationale employed by the lower courts. We successfully assisted Korean commercial banks in securing a win at the Supreme Court regarding the tax authorities denial of refund for excessive education tax paid in connection with the banks credit card business. Through this decision, the commercial banks received a total refund of about KRW 150 billion. Yulchon also earned a Supreme Court victory for Hydis Technology Co., Ltd. in a case involving the tax authorities clawback of tax incentives for foreign investment. By arguing that the tax authorities lacked the statutory basis for the clawback, we succeeded in persuading all levels of the judiciary that the amount clawed back by the tax authorities should be refunded to our client.

8 12 13 Yulchon successfully represented a group of customers of Korean foreign exchange banks who had entered into Yen Swap Deposit Contract, under which the customer derived foreign exchange gains which were not taxable as interest income. The Korean tax authorities argued that such contract constituted aggressive tax planning and deemed the income from such contract as taxable interest income. By convincing the Supreme Court that the contract held substance (i.e., not a sham), we succeeded in obtaining a ruling in favor of the taxpayer. Our tax controversy services are not confined to domestic dispute resolutions; we represent multinational enterprises in Mutual Agreement Procedures (MAP) as well. Recently, our tax group successfully represented a multinational semiconductor manufacturer in a MAP between the Hungarian and Korean competent authorities under the Hungary-Korea tax treaty. 8. Real Estate Yulchon has a dominant and cutting-edge real estate practice. This has been due in part to the tax group s close collaboration with the firm s real estate group in coming up with innovative real estate acquisition and financing structures to minimize taxes. Our firm was an early pioneer in the structuring of loans in the form of ABS bond issuances to finance real estate acquisitions to obtain tax benefits provided under Korea s Asset Backed Securitization Act and the use of trusts to acquire and sell real estate. We used this structure to assist a foreign client in the acquisition of the Star Tower building valued at over US$500 million, the largest international real estate transaction in Korea. Yulchon advised Hyundai Asset Management Co., Ltd. on the successful closing of the acquisition of loan portfolios with collaterals of 60 hotels in the UK. Hyundai Asset Management established a Korean trust-type real estate investment fund (Hyundai Fund) to purchase the target UK loan portfolios. The project required a range of advice on domestic and overseas tax implications, and the Tax Group provided and implemented a variety of solutions to address various tax issues in relation to acquisition. In particular, due to uncertainty over the availability of the treaty benefits to Hyundai Fund, the Tax Group discussed an alternative acquisition structure with a UK law firm and came up with a UK securitization vehicle structure in which UK domestic exemption on interest is successfully utilized. Yulchon also advised Mirae Asset Global Investments Co., Ltd. (Mirae Asset) on structuring of the acquisition of a property located in Chicago, IL, USA. Mirae Asset established a Korean trust-type real estate investment fund (Mirae fund) to purchase the target property in the US. The Tax Group provided and implemented a variety of solutions to address various tax exposures in relation to acquisition. The transaction involved a significant withholding tax and transaction tax issues; accordingly, it was crucial to clarify the withholding tax treatment of incomes from a US company holding a property in the US under Korean tax law. Through an active discussion with a US law firm and an US accounting firm on the relevant taxes and interpretations, the Tax Group was able to work out a solution to reduce the withholding tax on incomes from the US company subject to the Korea-US tax treaty benefits. 9. Customs Yulchon assists its clients in navigating the intricacies of Korean customs procedures and helps clients resolve customs duty audits and controversies. Our firm also helps clients in the use and establishment of customs bonded areas. The firm s close relationship with the Korean Customs Service and a variety of customs brokerage firms ensures our ability to work through the customs bureaucracy to quickly resolve problems and also allows our firm to keep up with the latest news and developments in the customs arena. Recently, we successfully represented several major international software and technology companies with their customs audit and valuation of software products. We also represented P&G Korea in the first-ever Advance Customs Valuation Arrangement (ACVA) with the Korea Customs Service since the introduction of the ACVA system. We also earned a Supreme Court victory for LEGO Korea Co., Ltd. in a case involving LEGO Korea s determination of import price of its products. The Supreme Court struck down the tax authorities assessment of customs duty and value added tax on the grounds that the tax authorities failed to deduct sales incentives from the sales when they determined the customs value. This was the first case in which the Supreme Court ruled that a practice of the customs authorities was illegal.

9 14 15 Professionals Woo, Chang Rok Chairman Chang Rok Woo (Chairman) is a member of the Tax Policy Review Council, Ministry of Strategy and Finance, the International Fiscal Association, Tax Law Association, and International Bar Association. He worked at Kim & Chang for thirteen years as an associate and partner, and is the founder of Yulchon. He has taught at the Judicial Research and Training Institute and at the Seoul National University Law School. He is the author of several publications, including A Brief Survey of Korean Corporate Liquidation and Bankruptcy Law (1980); A Study on Streamlining and Improving the Tax Law System (1982); A Study on Tax Treatment of Interest Received by Foreign Banks with Emphasis on Characterization of such Interest (1992); A Study on the Concept of Market Price in Tax Law (1994); The Standards to Determine Non-Business Real Property (1995); Residency as the Base for Tax Jurisdiction (1996); Deductibility of Illegal Expenses (1997); and Tax Issues Related to Mergers & Acquisitions (1997). His primary practice areas include corporate, taxation, real estate, and government relations. T_ E_ crwoo@yulchon.com Yun, Sai Ree Managing Partner Sai Ree Yun (Managing Partner) has represented many multinational clients on many international tax issues such as transfer pricing, tax, treaty application, permanent establishment, beneficial ownership, withholding tax in connection with tax planning, audit support and tax disputes including mutual agreement support. His representative clients include Lone Star Funds, Goldman Sachs, Morgan Stanley, Texas Instruments, Seagate, Louis Vuitton and Adobe as well as Korean multinationals such as Samsung Electronics, Hyundai Motor, Samsung Life Insurance. He has been selected as Korea s best tax lawyer by many international legal directories including Chambers Global, Tax Directors Handbook and the Legal Media Group s Expert Guides. He served as Technical Advisor to the Tax Policy Review Council at the Ministry of Strategy and Finance and a member of the Competition Policy Advisory Board at the Fair Trade Commission. He was also a member of the Local Tax Appeals Board and one of the Vice Chairmen of the International Fiscal Association Korea. He has spoken at many international conferences including those hosted by the International Bar Association, American Bar Association, Inter-Pacific Bar Association. He also authored several articles and publications, including: Cost-Sharing and Transfer Pricing, Taxation and Inbound Investment in Pacific Rim Countries, International Bureau of Fiscal Documentation (1991); Transfer Pricing in South Korea, CCH International Transfer Pricing Laws (Text and Commentary) (1994); and Tax Aspects of Derivative Financial Instruments, 49th Congress of the International Fiscal Association (1995). His primary practice areas are taxation, antitrust, corporate, and government relations. T_ E_ sryun@yulchon.com

10 16 17 Soh, Soon Moo Tax Group Managing Partner Soon Moo Soh (Tax Group Managing Partner) is a Technical Advisor to the Tax Policy Review Council at the Ministry of Strategy and Finance and has served as a non-standing judge of the Tax Tribunal. Dr. Soh received his LL.B. and LL.M. degrees from Seoul National University, was a visiting scholar at Bonn University in 1990 and received his Ph.D. degree from Kyung Hee University in Having served as a judge for twenty years, including a term as Chief Research Judge of the Supreme Court of Korea, he joined Yulchon in 2000 as a partner. He has taught at the Judicial Research and Training Institute, and also lectures at the Seoul National University Law School. His publications include: Tax and Constitutional Litigation (1998); Study on the Tax Refund Right & Its Litigation Structure (1999); Tax Litigation (2008). T_ E_ smsoh@yulchon.com Kang, Seok Hoon Partner Seok Hoon Kang (Partner) served as a judge at various courts for 17 years, including the Seoul District Court, the Seoul High Court, and the Supreme Court of Korea. During his tenure at the Supreme Court, Mr. Kang served as the leader of a team of research judges dedicated to tax cases. He has been a lecturer in tax law at the Judicial Research and Training Institute from 2005 until now. Mr. Kang also acted as the National Tax Examiner at the Seoul National Tax Service, and is now serving as the Tax Regulation Commissioner at the Ministry of Strategy and Finance, as an advisor to the Ministry of Legislation, and as the vice chairman of the Korean Local Tax Association. In addition, he delivers lectures at Seoul National University from 2009 to present, and teaches tax law as an adjunct professor at the Graduate School of Science in Taxation of University of Seoul from 2008 to present. Mr. Kang received his LL.B. degree from Seoul National University and LL.M.s from both Seoul National University and the Georgetown University Law Center. He has authored many publications, including "Application of Denial of Unfair Transaction Rules to Unfair Merger After Stock Transfer: Judgment on Other Types of Granting Benefits" (2005) and Practices in Tax Law Cases (Income Tax Act and Value-added Tax Act) (Seok Hoon Kang, et al.; Se Kyung Sa, 2012). Kim, Dong Soo Partner Dong Soo Kim (Partner) is an Advisor to the Jungbu Regional Tax Office and a member of the Advisory Board at the National Tax Service Call Center, the Tax Quality Innovation Committee and the International Tax Law Reform Act Committee at the National Tax Service. Mr. Kim was selected as a Leading Tax Attorney for two consecutive years by AsiaLaw, the leading legal journal for the Asia-Pacific region. Mr. Kim received his LL.B. degree from Seoul National University and his LL.M. from the University of Florida, Gainesville in International Tax Studies. He was also a member of the Taxation Review Committee of the Samseong District Tax Office, the International Fiscal Association, Tax Law Association, and the International Bar Association. Mr. Kim has lectured at the Seoul National University Law School as an adjunct professor. His publications include Lease and Tax Avoidance (1988), Earnings-stripping Rule (1998), Can the Earnings-stripping Rule Withstand the Crossfire of the Treaty Nondiscrimination Rule? (1998). T_ E_ shkang@yulchon.com T_ E_ dskim@yulchon.com

11 18 19 Lee, Kyung Geun Senior Tax Attorney Kyung Geun Lee (Senior Tax Attorney), a tax partner, is a former Director of the International Tax Division and the Corporate Income Tax Division at the Korean Ministry of Strategy and Finance (MOSF). During his service in the Ministry, he played a leading role in formulating policies and reform measures in Korean income tax law as well as the Law for Coordination of International Tax Affairs. He also negotiated tax treaties with the competent authorities of Australia, Canada, China, India, Ireland, Malaysia, Switzerland and Thailand and initial drafts of treaties (or protocols) with Australia, China, Canada, and Thailand during During , he worked for the OECD Center for Tax Policy and Administration as a Principal Administrator. Also, during , he actively participated in the UN Tax Expert Committee as a Vice Chair of the Committee. Currently, he participated in the Transfer Pricing Subcommittee of that Committee as a member from the private sector. In 2012, he was nominated as a member of Mediation Committee of Customs Valuation and Transfer Pricing established in MOSF. Ahn, Soo-Jeong Senior Foreign Counsel Soo-Jeong Ahn (Senior Foreign Counsel) has vast experience in representing and advising foreign and domestic clients in tax and corporate aspects of their crossborder transactions and litigation and participated in a number of significant real property and M&A transactions in Korea as lead transaction lawyer. She has published various articles and publications on the taxation of cross-border transactions and is a frequent speaker on international tax issues. She was admitted to the New York Bar in 1996 and has since practiced law in the New York offices of Morgan, Lewis & Bockius and Shearman & Sterling, and with Kim & Chang Law Offices in Korea, specializing in tax, financial regulations, cross-border real property and M&A transactions. Immediately prior to joining Yulchon, she served as in-house counsel for Citibank. Ms. Ahn is a graduate of University of California, Berkeley (B.A. with magna cum laude in Economics); she obtained J.D. and tax LL.M. degrees from New York University School of Law. She is cited as Asia s leading business lawyer by Chambers & Partners. T_ E_ kygelee@yulchon.com T_ E_ sjahn@yulchon.com Lee, Jae Hoon Senior Tax Attorney Jae Hoon Lee (Senior Tax Attorney) was an NTS official for over 30 years, specializing in the corporate income taxation and tax audits of various domestic and foreign-invested corporations. Over the years, he held various positions within the NTS, including Director of the Investigation Division of the Seoul Regional Tax Office, Superintendent of the Yeosu District Tax Office, and Director of the Income Tax Division of the Daejeon District Tax Office, just to name a few. He received the prize for Best Performance within the National Tax Service in 1985, a Service Merit Medal for his outstanding service to the government in 1997, and the Order of Service Merit-Red Stripe in T_ E_ leejh@yulchon.com

12 20 21 Jung, Un Sang Senior Customs Attorney Un Sang Jung (Senior Customs Attorney) is an expert in customs and international trade for domestic and foreign-investment corporations. He has worked as a customs specialist at customhouses in Seoul, Busan, and Incheon and also at the Customs Bureau of the Tax Tribunal. He received his B.A. and M.A. degrees from Sungkyunkwan University, and his doctoral degree from Kyung Hee University. T_ E_ usjung@yulchon.com Song, Sang Woo Certified Public Accountant Sang Woo Song (Certified Public Accountant) is a senior CPA whose main practice areas are tax on financial products and financial institutions. Mr. Song represented and advised clients on wide-ranging tax issues for domestic and cross-border transactions, including investments involving domestic and foreign investment funds. He also served as an advisor for the National Tax Service and Ministry of Strategy and Finance in connection with the reform of various international tax regimes. Before joining Yulchon, Mr. Song was a senior manager at Samil Accounting Corporation (PricewaterhouseCoopers). Mr. Song is a member of New York Bar and received his LL.M. in Taxation from Northwestern University School of Law. T_ E_ sangsong@yulchon.com Kang, Sung Sik Senior Tax Attorney Sung Sik Kang (Senior Tax Attorney) is a tax accountant at Yulchon with a focus on tax consulting. Mr. Kang provides advice on tax planning and projections in connection with all forms of business transactions to minimize tax costs as well as advice on tax compliance and other procedural issues relating to company operations. He has worked as an Investigation Officer in the Investigation Bureau and Real Estate Investigation of the Seoul Regional Tax Office. T_ E_ sskang@yulchon.com Kim, Kyu-Dong US Certified Public Accountant Kyu-Dong Kim (US Certified Public Accountant) is a senior CPA whose main practice area is transactional tax. Kyu-Dong joined Yulchon early Before joining Yulchon, he worked at PricewaterhouseCoopers Korean office for 12 years specializing international taxation. Also, he was seconded to PricewaterhouseCoopers London office for 2 years and worked as a tax manager in the Banking and Capital Market and Investment Management Tax Group. He has built up an extensive knowledge and experience dealing with the challenging tax issues of multi-national corporations cross border transactions and their Korean operations. Also, he has specialized in structuring overseas funds investing into Korea and Korean companies investing overseas. Mr. Kim has written numerous articles for various publications since 2008, including the Korean section of Enterprise Services for 2012 Annual Congress of the International Fiscal Association and Korean Stamp duty for International Bureau of Fiscal Documentation (2010). T_ E_ kdkim@yulchon.com

13 22 23 Suh, Duk Won Certified Public Accountant Suh, Duk Won (Certified Public Accountant), a senior CPA, performed a broad range of financial audit and tax and other consulting services as a manager at Samil PricewaterhouseCoopers. After joining Yulchon, Mr. Suh focused on transfer pricing taxation and overseas investment-related tax issues, and had considerable experience in tax systems of various countries including Vietnam, China, Malaysia and Indonesia. Mr. Suh has vast experience in transfer pricing-related projects including APA, tax audit defense, litigation, legislation, documentation. He currently serves as an advisor to National Tax Policy Division of Ministry of Strategy and Finance in transfer pricing area and International Cooperation Division of National Tax Service in Vietnamese tax law. He received his B.A. in Business from the School of Business of Yonsei University and M.A. from the Graduate School of Science in Taxation of University of Seoul. Of Counsel Lee, Jae Kwang Jae Kwang Lee is a former government official who worked for many years at the National Tax Service in various positions, including Assistant Commissioner for Corporate Taxation, Commissioner of the Gwangju Regional Tax Office, and Assistant Commissioner for Planning and Management. Mr. Lee received LL.B. degree from Yeungnam University in 1975 and passed the higher civil service examination in He also served as a research fellow at the Korea Institute of Finance. He received the top prize for the Best Performance Within the National Tax Service in 2003, and received a Presidential Citation in 2004 for his achievements as a government official. T_ E_ dwsuh@yulchon.com T_ E_ leejk@yulchon.com Advisors Our advisors include renowned tax scholars in academia, such as Chang Hee Lee and Ji Hyun Yoon, Tax Professors at Seoul National University, Chul Song Lee, Tax and Corporate Law Professor at Hanyang University, Yoon Oh and Hun Park, Tax Professors at the University of Seoul.

14 24 Contact Information Sai Ree Yun, Esq. TEL Dong Soo Kim, Esq. TEL Kyung Geun Lee, Ph.D. TEL Soo-Jeong Ahn, Esq. TEL

15 Yulchon LLC - Worldwide Office Contacts Korea The Textile Center Building, 12F, 518 Teheran-ro, Gangnam-gu, Seoul , Korea Tel: Fax: mail@yulchon.com Vietnam Ho Chi Minh City Unit 03, 4th Floor, Kumho Asiana Plaza, 39 Le Duan St., Ben Nghe Ward, Dist.1, Ho Chi Minh City, Vietnam Tel: Fax: eyang@yulchon.com Hanoi Suite 2502, Keangnam Hanoi Landmark Tower, Pham Hung Street, Me Tri Ward, South Tu Liem District, Hanoi, Vietnam Tel: Fax: eyang@yulchon.com China 1209, 12F, South Tower C, Raycom InfoTech Park, No. 2, Ke Xue Yuan Nan Lu, Haidian District, Beijing, , P.R. China Tel: /0768 Fax: beijing@yulchon.com Myanmar Junction Square Shop House, Building No. 2, 3rd Floor, Between Kyun Taw Road and Pyay Road, Kamayut Township, Yangon, Myanmar Tel: ujahn@yulchon.com