Lian Accounting Corporation Firm of CPA / Certified Public Accountant CTA / Certified Tax Accountant CFA / Chartered Financial Analyst

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1 Overview on accounting and taxes of Korea April 11, 2018 Lian Accounting Corporation Firm of CPA / Certified Public Accountant CTA / Certified Tax Accountant CFA / Chartered Financial Analyst

2 Table of Contents Introduction 1. Accounting 1.1 Overview Financial analysis Accounting for F&B business Taxation 2.1 Overview on Korean Tax Law Monitoring by tax authority: Tax audit 8

3 Ethan Cho CPA / CTA / CFA Lv 3 Partner, Lian Accounting Corporation Ethan Cho is a partner at International Department of Lian Accounting Corporation where he advises foreign companies regarding accounting, tax and corporate finance. Prior to joining Lian Accounting Corporation, Ethan Cho worked at PwC International department, Merrill Lynch Investment Bank and Morgan Stanley Investment Bank. His major track records and educational background are as follows; Lian Accounting Corporation - External auditor of Korean German Chamber of Commerce and Industry (KGCCI) - External advisor to Korea Trade Investment Promotion Agency (KOTRA ) - Accounting and tax advisor to a number of foreign companies Morgan Stanley - Foreign Currency trader: USDKRW spot and forward trader Merrill Lynch - Lead manager of Samsung Card IPO: The first IPO in Korea which allowed direct subscription from foreign investor tranche - Lead manger of Korea Express M&A: The largest M&A of Lead manger of Samsung Corp M&A: Acquisition of oil field located in the Gulf of Mexico by Samsung Corp in Corporate finance advisor of POSCO for hostile M&A defense against Arcelo Mittal PwC International Department - In-charge auditor of Dell computer - In-charge auditor of Oxy Reckitt Benckiser - In-charge auditor of Kellogg, Praxair, Sanofi-Aventis Pharma - Tax advisor of ThyssenKrupp Education, language, experience - BA in business management from Yonsei University - Fluent in Korean and English - IFRS instructor at Hankook Economics Expertise - Accounting and tax regulations of foreign companies - Corporate finance: M&A, IPO, financial modeling, valuation, due diligence - Macro economics: Foreign currency market ethancho@liancg.com / Tel: / Fax: / 8th fl. Haesung bldg., 51-7 Banpo-dong, Seocho-gu, Seuol, Korea. 1

4 1. Accounting 1.1. Overview a. Definition of accounting: "language of a business", " 기업의언어 " b. Meaning of accounting, b-1. For the producers of financial statements: accountants, finance department Preparation of financial statements in accordance to the Generally Accepted Accounting Principle(GAAP) by recording the transactions based on a systemized database or evidential documents regarding the transaction b-2. For the users of financial statements: management, investors, regulatory authorities Financial statement states the financial position(balance sheet) and operating result(income statement) of a busines, Therefore, for management, it's the basis of analyzing or understanding the financial status and operating performance of a business => Financial analys for investors, it's the basis of analyzing the investment => Financial analysis for tax office, it s the basis of assessing the appropriate of tax filing => Tax audit Accounting flow Transaction Trace or evidence Financial statements Management of the transaction BS, IS,(CF,ME,RE) Systematic database for the transaction Investors (creditors, shareholders) Regulatory authorities (tax office, fss) 2

5 1. Accounting 1.2. Financial analysis Income statement Balance sheet Sales 100 Current assets Current liabilities COGS -60 Cash 10 AP 10 Gross profit 40 AR 10 Short term borrowing 10 SG&A -20 Inv 10 Sub total 20 Operating profit 20 Others 10 Non-current liabilities Non-operating inc/exp Sub total 40 Long term borrowing 20 Interest expense -5 Sub total 20 FX gain/loss -5 Non-current assets Earning before tax 10 Tangible assets 20 Total liabilites 40 Tax -2 Intangible assets 20 Net income 8 Others(Investments) 20 Paid in capital 50 Sub total 60 Retained earning 10 D&A 10 Total equity 60 EBITDA 30 Total assets 100 Total lia & equity 100 a. Financial analysis for the investor a-1. Growth What was the top line(sales) growth during the past 3yrs? What product/business unit is leading the growth? a-2. Profitability What is GP margin (gross profit margin)? GP margin = Gross profit / Sales 40% What product/business unit is profitable? OP margin = Operating profit / Sales 20% What is operating profit margin or EBITDA margin? EBITDA margin = EBITDA / Sales 30% What is net income margin? NI margin = Net income/ Sales 8% a-3. Financial stability What is debt to equity ratio? Debt to equity = Debt / Equity = (10+20) / 60 = 50% What is the interest coverage ratio? Int coverage = Operating profit / Interest expense = 400% What is the current ratio? Current ratio = current assets / current liablities = 200% b. Financial analysis for the management a-1. Growth a-2. Profitability a-3. Financial stability What was the top line(sales) growth during the past months? Cost monitoring: What is the detail of SG&A? AR collection status: Are there any AR that is overdue? 3

6 1. Accounting 1.3. Accounting for F&B business Jan Feb Mar Apr May June Jul Aug Sep Oct Nov Dec YTD Revenue 35,304,065 31,024,537 41,979,973 33,956,338 33,044,061 37,081,334 45,822,708 52,529,071 52,633,626 45,445,463 46,152,721 87,093, ,067,523 Food 6,915,902 5,384,543 7,408,176 4,642,723 4,638,631 5,200,449 6,704,539 2,797,269 3,411,817 2,587,271 5,227,270 6,414,543 61,333,133 Beverage 703, , , , , , , , , , ,816 1,678,180 9,084,561 Alcohol 27,298,124 24,309,992 30,905,433 26,193,615 25,802,703 29,884,520 35,608,156 45,238,154 46,109,995 39,739,996 39,887,266 75,005, ,983,398 Other 386, ,185 3,093,639 2,359,093 2,151,819 1,422,727 2,620,925 3,601,832 2,529,088 2,280, ,369 3,995,459 25,666,431 Discount 1,077,140 1,219,090 1,377,090 59,700 88, ,500 90, ,310 3,038,710 1,815, ,680 2,205,400 12,724,950 Discount 1,077,140 1,219,090 1,377,090 59,700 88, ,500 90, ,310 3,038,710 1,815, ,680 2,205,400 12,724,950 Adjustment -15, , ,200 76, ,230 13, , , ,620 Adj. to reconcile the difference between -15, , ,200 76, ,230 13, , , ,620 POS sales detail data and actual sales 0 COGS 12,857,102 11,553,925 14,735,566 15,270,546 12,247,256 12,891,197 16,977,770 24,284,803 28,009,133 14,857,560 16,087,341 31,519, ,291,275 Cost of goods sold-food, Beverage,Other 3,964,102 3,695,225 5,198,566 4,738,846 3,770,856 3,323,997 4,933,170 5,280,653 2,972,333 2,802,460 2,931,641 6,419,576 50,031,425 Cost of goods sold-alcohol 8,893,000 7,858,700 9,537,000 10,531,700 8,476,400 9,567,200 12,044,600 19,004,150 25,036,800 12,055,100 13,155,700 25,099, ,259,850 Gross profit 21,369,823 18,251,522 25,867,317 18,626,092 20,708,365 24,082,637 28,754,238 27,529,958 21,585,783 28,772,713 29,133,700 53,369, ,051,298 COGS ratio 36.4% 37% 35% 45% 37% 35% 37% 46% 53% 33% 35% 36% 39% Gross Profit-Food, Beverage,Other 50% 55% 47% 61% 52% 46% 48% 72% 46% 49% 47% 53% 52% Gross Profit-Alcohol 33% 32% 31% 40% 33% 32% 34% 42% 54% 30% 33% 33% 36% SG&A: Selling, General and Admin Salaries 3,190,000 3,190,000 3,190,000 3,190,000 3,190,000 2,195,000 1,500,000 1,500,000 1,800,000 1,800,000 1,800,000 1,800,000 28,345,000 Salaries (Temporary) 450,000 2,049,000 2,531,440 1,784,000 3,345,190 10,159,630 Salaries(Freelancer) 3,981,360 3,981,360 3,981,360 3,981,360 3,378,480 2,895,540 8,340,477 3,000,000 30,300,000 63,839,937 Employee benefits(social insurance expense) 12, ,660 2,581,600 2,008, , , , , ,064 6,645,454 Employee benefits(entertainment) 2,798, ,928 1,086,898 1,278,207 1,397, ,792 1,855,593 3,164,106 2,172,057 3,022,986 3,099,667 2,157,411 22,604,399 Travel expenses 165,750 64, , , ,160 16, ,690-1,171 65, , , ,940 1,995,450 Client Entertainment 50,000 50,000 Marketing (Promotion) 0 Communication expenses 110,587 24, , , , , , , , ,739 98, ,611 2,454,006 Utilities(Gas) 116, , , ,490 89,128 47,082 28,131 44,727 36,700 37,437 69, ,409 1,071,913 Utilities(Electricity) 481, , , , , , , , , , , ,077 5,195,845 Taxes & dues 89,500 89,500 Depreciation 147, , , , , , , , , , , ,550 1,770,039 Rental expenses 3,100,000 3,100,000 3,100,000 3,100,000 3,100,000 3,100,000 3,100,000 3,100,000 3,100,000 3,100,000 3,100,000 3,100,000 37,200,000 Repairs & Maintenance 270, ,364 45,455 1,218,000 1,300, ,182 3,203,001 Valet parking 500, , , ,000 2,727, , , ,091 8,354,546 Cleaning expenses 129, ,637 27,100 31,700 16,600 15,200 60,740 30,290 30,180 54,520 35,080 39, ,937 Office supplies-admin 586, , , , , , , ,897 43, , ,184 69,165 5,700,639 Professional fees (Accounting) 2,500,000 2,500,000 2,500,000 2,500,000 2,500,000 2,500,000 2,500,000 2,500,000 2,500,000 2,500,000 2,500,000 2,500,000 30,000,000 Professional fees 14, , , , , , , ,421 73, , , ,000 2,669,294 Credit card commission 761, , , , , , , , , , , ,161 9,025,949 SG&A Total 18,902,909 15,634,271 17,185,143 16,346,225 16,361,720 16,402,770 23,380,551 16,146,383 18,399,474 14,587,298 21,664,114 47,040, ,051,589 Operating Profit 2,466,914 2,617,251 8,682,174 2,279,867 4,346,645 7,679,867 5,373,687 11,383,575 3,186,309 14,185,415 7,469,586 6,328,419 75,999,709 Non-operating Income Miscellaneous revenues 800,009 2,500,000 4,450 1,454, ,455 2,500,000 7,804,459 Non-operating Income total , ,500, , ,454, ,455 2,500,000 7,804,459 Non-operating loss Interest expense 212, , , , , , , , , , , ,489 3,085,924 Miscellaneous loss 242,530 39, ,560 2,490 46, ,569 Non-operating Loss total 455, , , , , , , , , , , ,489 3,533,493 Net profit before corporate tax 2,011,448 2,419,890 8,472,169 2,840,018 4,075,459 9,820,283 5,131,445 11,026,880 2,894,367 15,261,462 7,749,324 8,567,930 80,270,675 Corporate tax 221, , , , ,300 1,080, ,459 1,212, ,380 1,678, , ,472 8,829,774 Net income 1,790,189 2,153,702 7,540,230 2,527,616 3,627,159 8,740,052 4,566,986 9,813,923 2,575,987 13,582,701 6,896,898 7,625,458 71,440,901 4 EBITDA 2,614,413 2,764,750 8,829,673 2,427,366 4,494,144 7,827,366 5,521,186 11,531,074 3,333,808 14,332,914 7,617,085 6,475,969 77,769,748

7 1. Accounting 1.3. Accounting for F&B business, continued II. Sales mix and GP analysis Jan Feb Mar Apr May June Jul Aug Sep Oct Nov Dec YTD Sales mix 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% Food 20% 17% 18% 14% 14% 14% 15% 5% 6% 6% 11% 7% 11% Beverage 2% 2% 1% 2% 1% 2% 2% 2% 1% 2% 1% 2% 2% Alcohol 77% 78% 74% 77% 78% 81% 78% 86% 88% 87% 86% 86% 82% Other-general 1% 3% 7% 7% 7% 4% 6% 7% 5% 5% 1% 5% 5% Adjustment Discount 3% 4% 3% 0% 0% 0% 0% 1% 6% 4% 2% 3% 2% COGS ratio 36% 37% 35% 45% 37% 35% 37% 46% 53% 33% 35% 36% 39% Food, Beverage, Other 50% 55% 47% 61% 52% 46% 48% 72% 46% 49% 47% 53% 52% Alcohol 33% 32% 31% 40% 33% 32% 34% 42% 54% 30% 33% 33% 36% Gross profit ratio 64% 63% 65% 55% 63% 65% 63% 54% 47% 67% 65% 64% 61% Food, Beverage, Other 50% 45% 53% 39% 48% 54% 52% 28% 54% 51% 53% 47% 48% Alcohol 67% 68% 69% 60% 67% 68% 66% 58% 46% 70% 67% 67% 64% III. Margin Jan Feb Mar Apr May June Jul Aug Sep Oct Nov Dec YTD Operating margin 7.0% 8.4% 20.7% 6.7% 13.2% 20.7% 11.7% 21.7% 6.1% 31.2% 16.2% 7.3% 14.0% EBITDA margin 7.4% 8.9% 21.0% 7.1% 13.6% 21.1% 12.0% 22.0% 6.3% 31.5% 16.5% 7.4% 14.3% EBT margin 5.7% 7.8% 20.2% 8.4% 12.3% 26.5% 11.2% 21.0% 5.5% 33.6% 16.8% 9.8% 14.8% 5

8 Tax imposed by the central govt Tax imposed by the local govt 2. Taxation 2.1. Overview on Korean Tax Law Coporate Income Tax Law Personal Income Tax Law Inheritance Tax Law Gift Tax Law International Tax Law Value-added Tax Law 8 Others Resident Tax Law Acquisition Tax Law 9 Others Object of taxation Tax rate Reporting frequency Coporate Income Tax Law Income of a corporate 10-25% (Note 1) Semi annual Personal Income Tax Law Income of a person 6-38% (Note 2) Monthly, Annual International Tax Law N/A (Note 3) N/A Annual Value-added Tax Law Resident Tax Law Value added in Korea Coporate income tax, Personal Inc. Tax Domestic sales x 10% - Domestic purchase x 10% Coporate income tax x 10%, Personal income tax x 10% Quarterly Monthly, Annual (Note 1) (Note 2) Coporate Income Tax rate Taxable income below KRW 200mil: 10% Taxable income between KRW 200mil and KRW 20bil: 20% Taxable income between KRW 20bil and KRW 300bil: 22% Taxable income above KRW 300bil: 25% Personal Income Tax rate Taxable income below KRW 12mil: 6% Taxable income between KRW 12mil and KRW 46mil: 15% Taxable income between KRW 46mil and KRW 88mil: 24% Taxable income between KRW 88mil and KRW 150mil: 35% Taxable income between KRW 150mil and KRW 300mil: 38% Taxable income between KRW 300mil and KRW 500mil: 40% Taxable income above KRW 500mil: 42% Foriegner's flat tax rate: 19% (Note 3) Regulation on international transaction between foreign related parties (Trasfer pricing, thin capital) Tax treaty 6

9 2. Taxation 2.1. Overview on Korean Tax Law, continued Income statement Sales 1,000,000,000 COGS -500,000,000 Gross profit 500,000,000 SG&A -200,000,000 Operating profit 300,000,000 Non-operating inc/exp Interest expense 0 FX gain/loss -50,000,000 Earning before tax 250,000,000 Tax adjustment 50,000,000 Taxable income 300,000,000 Taxable income Tax rate Tax Taxable income below KRW 200mil 200,000,000 10% 20,000,000 Taxable income above KRW 200mil 100,000,000 20% 20,000,000 Taxable income 300,000,000 40,000,000 7

10 2. Taxation 2.2 Monitoring by tax authority: Tax audit a. Corporate Income Tax Law a-1. Is the tax adjustment in the corporate income tax filing report correct? In other words, has the company applied the Corporate Income Tax Law approriately when filing its coporate income tax return? a-2. Are the financial statements reliable? - Are the financial statements in compliance with Korean GAAP( or Korean IFRS)? - Does the company have proper internal data that supports and reconciles with the financial statements? a-3. Assessment on the truthfulness of the internal data and the transaction i) reconciliation with external data: (Note 1) ii) rationality test: "substance over form", " 실질과세주의 " -Tax is imposed to the actual beneficial owner of the income instead of other person who may have provided his/her title -Tax law shall be applied to the actual economic reality of the transaction instead of its title or form Note 1 International Transaction NTS Domestic Transaction Business Business Business Custom office Tax invoice Individuals Bank notice Credit card Individuals Cash reciepts b. VAT Law, Withholding Tax Law, International Tax Law 8