上市公司重组过程中根据交易实质认定“一揽子交易”

Core Viewpoint - The China Securities Regulatory Commission (CSRC) emphasizes that some listed companies are improperly recognizing goodwill through "package transactions" when acquiring control of non-similarly controlled enterprises, which does not comply with accounting standards and regulations [2] Group 1: Accounting Standards - F Company plans to acquire E Company's stake in N Company in two steps, with the first step being a cash purchase of 70% of N Company, making it a subsidiary, followed by a share issuance for the remaining 30% [3] - The accounting standards define "package transactions" as transactions that are executed in multiple steps but are interrelated, requiring them to be treated as a single transaction for accounting purposes [3] Group 2: Tax Treatment - The tax treatment of "package transactions" requires assessing whether the transaction qualifies under specific tax regulations, particularly if the transactions occur within 12 months and should be treated as a single restructuring transaction [5] - For F Company's acquisition, the proportion of equity payment is only 30%, which does not meet the criteria for special tax treatment, necessitating the recognition of capital gains based on fair value for tax purposes [6] Group 3: Considerations for Multiple Transactions - When evaluating acquisitions, companies must ensure that all parties involved in the restructuring adhere to a consistent tax treatment approach, especially in cross-regional transactions [7] - If a transaction initially qualifies for special tax treatment but later does not, adjustments to the tax basis of assets must be made, and relevant tax filings must be updated accordingly [8]