Core Viewpoint - The arbitration ruling requires the company to pay a total of 1.889 billion yuan to Mengda Mining for the exploration rights price difference, stemming from a dispute with the state-owned asset management company [2][5] Group 1: Arbitration Details - The arbitration was initiated by China Coal Energy Co., Ltd. against the company and another party, Shanghai Zheda Investment Development Co., Ltd., regarding the payment responsibilities for the exploration rights [2][5] - The company has already accrued an estimated liability of approximately 1.149 billion yuan related to this arbitration matter [3] - The ruling specifies that the company and Shanghai Zheda will bear joint liability for the payment, but the internal distribution of responsibilities between them remains undetermined [6] Group 2: Historical Context - The dispute traces back to 2008 when Mengda Mining was a wholly-owned subsidiary of the company and acquired exploration rights from the state-owned asset management company [4] - In 2009, the company brought in investors, including China Coal Energy, which altered the shareholding structure of Mengda Mining [4] - The company and China Coal Energy currently hold 34% and 66% of Mengda Mining, respectively [4] Group 3: Financial Impact - The arbitration ruling is expected to have a significant impact on the company's financial status, but the exact effects cannot be accurately assessed until the accounting treatment by Mengda Mining is clarified [7] - For the first three quarters of the year, the company reported revenue of 8.656 billion yuan, a year-on-year decline of 16.54%, and a net profit of approximately 1.062 billion yuan, down 41.15% year-on-year [8]

（来源：F金融） 一家上市公司子公司间的探矿权无偿划转，看似符合所有政策要求，却意外收到7.38亿元的补税账单。 这不仅仅是山东黄金的个案，而是中国税收征管进入"实质穿透"时代的典型样本。 在如今的监管环境下，传统的税务筹划思路已面临巨大挑战，上市公司并购重组中的税务风险如何防 范？《上市公司并购重组税务处理案例解析》一书通过30个真实案例，为读者揭示了其中的奥秘。 01 形式合规的陷阱：当无偿划转遭遇"实质课税" 2021年至2022年期间，山东黄金全资子公司莱州公司的原子公司章鉴公司、鲁地公司将所属探矿权无偿 划转给莱州公司。从表面看，该交易符合企业重组特殊性税务处理条件，可根据财税(2009)59号文暂免 缴纳企业所得税。 然而，税务机关审查后认定，两项探矿权的无偿划转缺乏"商业实质"，不符合特殊性税务处理的关键条 件，最终被定性为应税行为。 5.08亿元企业所得税及2.3亿元滞纳金，合计7.38亿元的税务账单，为众多上市公司敲响了警钟。 表面合规的交易架构下，企业却忽视了最核心的"商业实质"论证。形式合规，在当今税收征管环境下已 不再安全。 02 并购重组税务处理的二元世界：一般性与特殊性 《上市公司 ...

Core Points - Shandong Gold announced a board meeting to discuss tax payment issues related to its wholly-owned subsidiary, Laizhou Company [2] - The tax issues stem from the transfer of exploration rights from two former subsidiaries, which were found to not meet special tax treatment requirements [2] - The total amount to be paid by Laizhou Company includes corporate income tax of approximately 508.41 million yuan and late fees of about 229.93 million yuan, totaling around 738.34 million yuan [2] Tax Payment Details - Laizhou Company is required to pay corporate income tax of 508,405,441.41 yuan [2] - The late fees amount to 229,934,918.44 yuan [2] - The total tax liability, including both corporate income tax and late fees, is 738,340,359.85 yuan [2] Background Information - The tax issues relate to the period from January 1, 2021, to December 31, 2022 [2] - The exploration rights were transferred as part of the government's resource integration requirements [2] - The former subsidiaries involved in the transfer, Zhangjian Company and Ludi Company, have been deregistered [2]

Group 1 - The company Shengda Resources stated on August 27 that its subsidiary Dongsheng Mining has one mining right and two exploration rights located in different mining areas [1] - Dongsheng Mining has not developed these areas previously, and the projects have been uniformly reported as the Unikutu Mining Area project in past reports [1] - As Dongsheng Mining progresses with construction and production, the names of the projects listed in future reports will be adjusted accordingly [1]