BUSINESS MERGERS AND ACQUISITIONS ACT Article 44

If the shares with voting rights acquired by a company as a result of the transfer of its entire or substantial portion of business or assets to another company are not less than eighty percent of the consideration of the entire transaction, and all the shares so acquired have been transferred to the shareholders, then any proceedings generated from the transfer of the business or assets is exempted from business income tax; any loss incurred is prevented from deduction from the income.The substantial portion of business as described in the preceding paragraph refers to the income of the latest three years of the transferor business is at an amount not less than fifty percent of the total operation income for each respective fiscal year; the substantial portion of assets refers to the assets to be transferred with a value not less than fifty percent of the total assets at the time the transfer takes place.If the shares with voting rights acquired by a company as a result of a division are not less than eighty percent of the consideration of the entire transaction, and all the shares so acquired have been transferred to the shareholders, any income created as a result of the division is exempted from business income tax; any loss incurred is prevented from deduction from the income.