Enterprise Accounting Standards No. 20 -Enterprise Merger

企业会计准则第20号——企业合并

 

Promulgating Institution: Ministry of Finance

Document Number: Cai Kuai [2006] No. 3

Promulgating Date: 02/15/2006

Effective Date: 01/01/2007

颁布机关: 财政部

文   号: 财会[2006]3号

颁布时间: 02/15/2006

实施时间: 01/01/2007

 

Chapter 1: General Provisions

第一章 总则

 Article 1  To regulate the recognition and measurement of enterprise merger and the disclosure of relevant information, these Standards are enacted in accordance with the Enterprise Accounting Standards – Basic Standards.

    第一条 为了规范企业合并的确认、计量和相关信息的披露,根据《企业会计准则——基本准则》,制定本准则。

 Article 2  The term "enterprise merger" shall refer to a transaction or event that brings together two or more separate enterprises into one reporting subject. Enterprise merger is classified into the merger of enterprises under the same control and the merger of enterprises not under the same control.

    第二条 企业合并,是指将两个或者两个以上单独的企业合并形成一个报告主体的交易或事项。企业合并分为同一控制下的企业合并和非同一控制下的企业合并。

 Article 3  The merger involving business operations shall be handled by referring to the provisions of these Standards.

    第三条 涉及业务的合并比照本准则规定处理。

 Article 4  These Standards do not involve the following types of enterprise merger:

(1) Any enterprise merger in which two or more enterprises form a joint venture; or

(2) Any enterprise merger in which two or more separate enterprises are brought together into a reporting entity merely through contract instead of ownership shares.

    第四条 本准则不涉及下列企业合并:

  (一)两方或者两方以上形成合营企业的企业合并。

  (二)仅通过合同而不是所有权份额将两个或者两个以上单独的企业合并形成一个报告主体的企业合并。

Chapter 2: Merger of Enterprises Under the Same Control

第二章 同一控制下的企业合并

 Article 5  A merger of enterprises under the same control is a merger in which all of the enterprises participating in the merger are ultimately controlled by the same party or parties both before and after the merger, and that control is not transitory.

In the case of a merger of enterprises under the same control, the enterprise which obtains control over other participatory enterprises on the date of merger shall be the merging party, with the other participatory enterprises being the merged party. "Date of merger" shall refer to the date on which the merging party actually obtains control over the merged party.

    第五条 参与合并的企业在合并前后均受同一方或相同的多方最终控制且该控制并非暂时性的,为同一控制下的企业合并。

  同一控制下的企业合并,在合并日取得对其他参与合并企业控制权的一方为合并方,参与合并的其他企业为被合并方。合并日,是指合并方实际取得对被合并方控制权的日期。

 Article 6  The assets and liabilities obtained by the merging party in an enterprise merger shall be measured on the date of merger in accordance with their carrying value on the accounting book of the merged party. The difference between the carrying value of the net assets obtained by the merging party and the carrying value of the consideration paid (or the total par value of the shares issued) shall be offset against the capital reserve. If the capital reserve is insufficient for the offset, the retained earnings shall be adjusted.

    第六条 合并方在企业合并中取得的资产和负债,应当按照合并日在被合并方的账面价值计量。合并方取得的净资产账面价值与支付的合并对价账面价值(或发行股份面值总额)的差额,应当调整资本公积;资本公积不足冲减的,调整留存收益。

 Article 7  In a merger of enterprises under the same control, if the accounting policies adopted by the merged party are different from those adopted by the merging party, the merging party shall, in accordance with its own accounting policies, adjust the relevant items on the financial statements of the merged party on the date of merger, and shall, pursuant to these Standards, recognize them on the basis of such adjustment.

    第七条 同一控制下的企业合并中,被合并方采用的会计政策与合并方不一致的,合并方在合并日应当按照本企业会计政策对被合并方的财务报表相关项目进行调整,在此基础上按照本准则规定确认。

 Article 8  The merging party's various direct costs arising out of the enterprise merger, including the expenses for audit, assessment, and legal services, shall be recorded in the profits and losses of the current period at the time of occurrence.

The handling fees, commissions, and other expenses for the bonds issued for the enterprise merger or for assuming other liabilities shall be recorded in the amount of initial measurement of the bonds or liabilities. The handling fees, commissions, and other expenses for the issuance of equity securities in the enterprise merger shall be offset against the surplus on the equity securities. If the surplus is insufficient for the offset, the retained earnings shall be used for the offset.

    第八条 合并方为进行企业合并发生的各项直接相关费用,包括为进行企业合并而支付的审计费用、评估费用、法律服务费用等,应当于发生时计入当期损益。

  为企业合并发行的债券或承担其他债务支付的手续费、佣金等,应当计入所发行债券及其他债务的初始计量金额。企业合并中发行权益性证券发生的手续费、佣金等费用,应当抵减权益性证券溢价收入,溢价收入不足冲减的,冲减留存收益。

 Article 9  Where a relationship between a parent company and a subsidiary company is formed in an enterprise merger, the parent company shall, on the date of merger, prepare a consolidated balance sheet, a consolidated profit statement, and a consolidated cash flow statement.

The various assets and liabilities of the merged party as recorded in the consolidated balance sheet shall be measured at their carrying value. If an adjustment is made in accordance with these Standards because the accounting policies adopted by the merged party are different from those adopted by the merging party, the assets and liabilities of the merged party shall be measured on the basis of their post-adjustment carrying value.

The consolidated profit statement shall include the incomes, expenses, and profits of the parties to the merger as from the beginning of the current period to the date of merger. The net profits of the merged party which have been realized prior to the merger shall be reflected as a separate item in the consolidated profit statement.

The consolidated cash flow statement shall include the cash flow of the parties to the merger as from the beginning of the current period to the date of merger.

When preparing consolidated financial statements, one shall treat the internal dealings of the parties to the merger in accordance with the Enterprise Accounting Standards No. 33 - Consolidated Financial Statements.

    第九条 企业合并形成母子公司关系的,母公司应当编制合并日的合并资产负债表、合并利润表和合并现金流量表。

  合并资产负债表中被合并方的各项资产、负债,应当按其账面价值计量。因被合并方采用的会计政策与合并方不一致,按照本准则规定进行调整的,应当以调整后的账面价值计量。

  合并利润表应当包括参与合并各方自合并当期期初至合并日所发生的收入、费用和利润。被合并方在合并前实现的净利润,应当在合并利润表中单列项目反映。

  合并现金流量表应当包括参与合并各方自合并当期期初至合并日的现金流量。

  编制合并财务报表时,参与合并各方的内部交易等,应当按照《企业会计准则第33号——合并财务报表》处理。

Chapter 3: Merger of Enterprises not Under the Same Control

第三章 非同一控制下的企业合并

 Article 10  A merger of enterprises not under the same control is a merger in which both the merging and merged enterprises are not ultimately controlled by the same party or parties before and after the merger.

In the case of a merger of enterprises not under the same control, the enterprise which obtains control over the other participatory enterprise on the date of acquisition is the acquiring party, with the other participatory enterprise being the acquired party. "Date of acquisition" refers to the date on which the acquiring party actually obtains the control over the acquired party.

    第十条 参与合并的各方在合并前后不受同一方或相同的多方最终控制的,为非同一控制下的企业合并。

  非同一控制下的企业合并,在购买日取得对其他参与合并企业控制权的一方为购买方,参与合并的其他企业为被购买方。购买日,是指购买方实际取得对被购买方控制权的日期。

 Article 11  The acquiring party shall determine the costs of the merger in accordance with the following different circumstances:

(1) For an enterprise merger realized by one exchange or transaction, the merger costs shall be the fair value of the assets given, the liabilities incurred or assumed, and the equity securities issued, by the acquiring party on the acquisition date in exchange for the control over the acquired party. 

(2) For an enterprise merger realized by two or more exchanges or transactions, the merger costs shall be the sum of the costs of all separate transactions.

(3) All the relevant direct costs of the acquiring party arising out of the enterprise merger shall also be recorded in the cost of enterprise merger.

(4) Where any future events, which are likely to affect the merger costs, is specified in the merger contract or agreement, and if it is estimated on the acquisition date that these events are likely to occur and the amount of their effects on the merger costs can be measured reliably, the acquiring party shall record the said amount in the merger costs.

    第十一条 购买方应当区别下列情况确定合并成本:

  (一)一次交换交易实现的企业合并,合并成本为购买方在购买日为取得对被购买方的控制权而付出的资产、发生或承担的负债以及发行的权益性证券的公允价值。

  (二)通过多次交换交易分步实现的企业合并,合并成本为每一单项交易成本之和。

  (三)购买方为进行企业合并发生的各项直接相关费用也应当计入企业合并成本。

  (四)在合并合同或协议中对可能影响合并成本的未来事项作出约定的,购买日如果估计未来事项很可能发生并且对合并成本的影响金额能够可靠计量的,购买方应当将其计入合并成本。

 Article 12  The acquiring party shall, on the date of acquisition, measure the assets given and liabilities incurred or assumed at their fair values as consideration for the enterprise merger, and shall record the difference between such fair values and the carrying value of these assets and liabilities in the profits and losses of the current period.

    第十二条 购买方在购买日对作为企业合并对价付出的资产、发生或承担的负债应当按照公允价值计量,公允价值与其账面价值的差额,计入当期损益。

 Article 13  The acquiring party shall allocate the merger costs on the date of acquisition and shall, in accordance with the provisions of Article 14 of these Standards, recognize all the identifiable assets, liabilities and contingent liabilities obtained from the acquired party.

(1) The acquiring party shall recognize the difference between the merger costs and the fair value of the identifiable net assets obtained from the acquired party as goodwill.

The goodwill after the initial recognition shall be measured on the basis of its costs deducted by the accumulative impairment provisions. The impairment of goodwill shall be handled in accordance with the Enterprise Accounting Standards No. 8 - Asset Depreciation.

(2) The acquiring party shall, in accordance with the following provisions, handle the difference between the merger costs and the fair value of the identifiable net assets obtained from the acquired party:

a. It shall review the measurement of the fair values of all the identifiable assets, liabilities, and contingent liabilities obtained from the acquired party, as well as the measurement of the merger costs; and

b. If, after the review, the merger costs are still less than the fair value of the identifiable net assets obtained from the acquired party, it shall record the difference in the profits and losses of the current period.

    第十三条 购买方在购买日应当对合并成本进行分配，按照本准则第十四条的规定确认所取得的被购买方各项可辨认资产、负债及或有负债。

  （一）购买方对合并成本大于合并中取得的被购买方可辨认净资产公允价值份额的差额，应当确认为商誉。

  初始确认后的商誉，应当以其成本扣除累计减值准备后的金额计量。商誉的减值应当按照《企业会计准则第8号——资产减值》处理。

  （二）购买方对合并成本小于合并中取得的被购买方可辨认净资产公允价值份额的差额，应当按照下列规定处理:

  1.对取得的被购买方各项可辨认资产、负债及或有负债的公允价值以及合并成本的计量进行复核;

  2.经复核后合并成本仍小于合并中取得的被购买方可辨认净资产公允价值份额的，其差额应当计入当期损益。

 Article 14  The fair value of the identifiable net assets of the acquired party refers to the difference of the fair value of the identifiable assets acquired from the acquired party in an enterprise merger less the fair value of the liabilities and contingent liabilities. The identifiable assets, liabilities, and contingent liabilities shall be recognized separately if they meet the following conditions:

(1) For all the assets (other than the intangible assets) obtained from the acquired party in an enterprise merger (not limited to the assets which have been recognized by the acquired party), if the economic benefits brought by such assets are likely to flow into the enterprise and if the fair value of such assets can be measured reliably, such assets shall be separately recognized and measured at their fair value.

For any intangible asset acquired in the merger, if its fair value can be measured reliably, such asset shall be separately recognized as an intangible asset and shall be measured at its fair value.

(2) For all the liabilities (other than the contingent liabilities) obtained from acquired party, if the performance of the relevant obligations is likely to result in any flow of economic benefits out of the enterprise, and their fair value can be measured reliably, such liabilities shall be recognized separately and measured at their fair value.

(3) For the contingent liabilities of the acquired party obtained in the merger, if their fair value can be measured reliably, they shall be separately recognized as liabilities and shall be measured at their fair value. After the initial recognition of the contingent liabilities, they shall be subject to a subsequent measurement in accordance with one of the following amounts, whichever is bigger:

a. The amount which shall be recognized in accordance with the Enterprise Accounting Standards No. 13 - Contingent Events; and

b. The balance of the initially recognized amount less the accumulative amortization amount recognized pursuant to the principle of the Enterprise Accounting Standards No. 14 - Revenue.

    第十四条 被购买方可辨认净资产公允价值，是指合并中取得的被购买方可辨认资产的公允价值减去负债及或有负债公允价值后的余额。被购买方各项可辨认资产、负债及或有负债，符合下列条件的，应当单独予以确认:

  （一）合并中取得的被购买方除无形资产以外的其他各项资产（不仅限于被购买方原已确认的资产），其所带来的经济利益很可能流入企业且公允价值能够可靠地计量的，应当单独予以确认并按照公允价值计量。

  合并中取得的无形资产，其公允价值能够可靠地计量的，应当单独确认为无形资产并按照公允价值计量。

  （二）合并中取得的被购买方除或有负债以外的其他各项负债，履行有关的义务很可能导致经济利益流出企业且公允价值能够可靠地计量的，应当单独予以确认并按照公允价值计量。

  （三）合并中取得的被购买方或有负债，其公允价值能够可靠地计量的，应当单独确认为负债并按照公允价值计量。或有负债在初始确认后，应当按照下列两者孰高进行后续计量:

  1、按照《企业会计准则第13号——或有事项》应予确认的金额;

  2、初始确认金额减去按照《企业会计准则第14号——收入》的原则确认的累计摊销额后的余额。

 

 Article 15  Where a relationship between parent company and subsidiary company is formed as a result of an enterprise merger, the parent company shall prepare account books for future reference and record in such books the acquisition-date fair value of the identifiable assets, liabilities, and contingent liabilities obtained from the subsidiary company. When preparing consolidated financial statements, one shall adjust the financial statements of the subsidiary company on the basis of the fair value of the identifiable assets, liabilities, and contingent liabilities determined on the date of acquisition.

    第十五条 企业合并形成母子公司关系的,母公司应当设置备查簿,记录企业合并中取得的子公司各项可辨认资产、负债及或有负债等在购买日的公允价值。编制合并财务报表时,应当以购买日确定的各项可辨认资产、负债及或有负债的公允价值为基础对子公司的财务报表进行调整。

 Article 16  Where an enterprise merger occurs at the end of the current period, if the fair value of the identifiable assets, liabilities, and contingent liabilities obtained in the merger or if the merger costs can only be determined temporarily, the acquiring party shall recognize and measure the enterprise merger on the basis of the temporary value determined.

Where an adjustment is made to the temporary value determined within 12 months after the acquisition date, the merger shall be deemed as having been recognized and measured on the acquisition date.

    第十六条 企业合并发生当期的期末,因合并中取得的各项可辨认资产、负债及或有负债的公允价值或企业合并成本只能暂时确定的,购买方应当以所确定的暂时价值为基础对企业合并进行确认和计量。

  购买日后12个月内对确认的暂时价值进行调整的,视为在购买日确认和计量。

 Article 17  Where a relationship between parent company and subsidiary company is formed as a result of an enterprise merger, the parent company shall prepare a consolidated balance sheet on the acquisition date, and the identifiable assets, liabilities, and contingent liabilities of the acquired party obtained in the merger shall be presented at their fair value. The difference between the merger costs of the parent company and the fair value of the identifiable net assets obtained from the subsidiary company shall be presented in accordance with the result of the handling as prescribed by these Standards.

    第十七条 企业合并形成母子公司关系的,母公司应当编制购买日的合并资产负债表,因企业合并取得的被购买方各项可辨认资产、负债及或有负债应当以公允价值列示。母公司的合并成本与取得的子公司可辨认净资产公允价值份额的差额,以按照本准则规定处理的结果列示。

Chapter 4: Disclosure

第四章 披露

 Article 18  At the end of the current period when an enterprise merger occurs, the merging party shall, in its explanatory notes, disclose the following information relevant to the merger of enterprises under the same control:

(1) The basic information about enterprises involved in the merger;

(2) The basis for judging the merger as a merger of enterprises under the same control; 

(3) The basis for the determination of the date of merger;

(4) The carrying value of the consideration on the date of merger, if the consideration for the merger is the cash paid, the non-cash assets transferred, and the liabilities assumed; the number and pricing principle of the equity securities issued during the merger and the proportion of the shares with voting right exchanged among the parties to the merger, if the consideration for the merger is the issuance of equity securities. 

(5) The carrying value of the assets and liabilities of the merged party on the balance sheet date of the preceding accounting period as well as on the date of merger; the information about the revenue, net profits and cash flow of the merged party from the beginning of the current period, in which the merger occurs, to the date of merger;

(6) The information about the contingent liabilities of the merged party to be assumed in accordance with the stipulations of the merger contract or agreement;

(7) An explanation on the adjustment of the accounting policies adopted by the merged party, which are different from those adopted by the merging party; and

(8) The carrying value or disposal prices of the merged party's assets or liabilities which have been disposed of or are to be disposed of.

    第十八条 企业合并发生当期的期末,合并方应当在附注中披露与同一控制下企业合并有关的下列信息:

  (一)参与合并企业的基本情况。

  (二)属于同一控制下企业合并的判断依据。

  (三)合并日的确定依据。

  (四)以支付现金、转让非现金资产以及承担债务作为合并对价的,所支付对价在合并日的账面价值;以发行权益性证券作为合并对价的,合并中发行权益性证券的数量及定价原则,以及参与合并各方交换有表决权股份的比例。

  (五)被合并方的资产、负债在上一会计期间资产负债表日及合并日的账面价值;被合并方自合并当期期初至合并日的收入、净利润、现金流量等情况。

  (六)合并合同或协议约定将承担被合并方或有负债的情况。

  (七)被合并方采用的会计政策与合并方不一致所作调整情况的说明。

  (八)合并后已处置或准备处置被合并方资产、负债的账面价值、处置价格等。

 Article 19  At the end of current period in which an enterprise merger occurs, the acquiring party shall, in its explanatory notes, disclose the following information about the merger of enterprises not under the same control:

(1) The basic information about enterprises involved in the merger;

(2) The basis for the determination of the acquisition date;

(3) The composition, carrying value, and fair value of the merger costs, as well as the method for the determination of the fair value thereof;

(4) The carrying amounts and fair values of the identifiable assets and liabilities of the acquired party on the balance sheet date of the previous accounting period as well as on the acquisition date;

(5) The information about the contingent liabilities of the acquired party to be assumed in accordance with the stipulations of the merger contract or agreement;

(6) The information about the revenues, net profits, and cash flow of the acquired party from the acquisition date to the end of the reporting period;

(7) The amount of goodwill and the method for the determination thereof; 

(8) The amount recorded in the profits and losses of the current period because the merger costs are less than the fair value of the identifiable net assets obtained from the acquired party in the merger; and 

(9) The carrying value, disposal prices, etc., of the acquired party's assets or liabilities which have been disposed of or are to be disposed of.

    第十九条 企业合并发生当期的期末,购买方应当在附注中披露与非同一控制下企业合并有关的下列信息:

  (一)参与合并企业的基本情况。

  (二)购买日的确定依据。

  (三)合并成本的构成及其账面价值、公允价值及公允价值的确定方法。

  (四)被购买方各项可辨认资产、负债在上一会计期间资产负债表日及购买日的账面价值和公允价值。

  (五)合并合同或协议约定将承担被购买方或有负债的情况。

  (六)被购买方自购买日起至报告期期末的收入、净利润和现金流量等情况。

  (七)商誉的金额及其确定方法。

  (八)因合并成本小于合并中取得的被购买方可辨认净资产公允价值的份额计入当期损益的金额。

  (九)合并后已处置或准备处置被购买方资产、负债的账面价值、处置价格等。