Accounting Confirmation Study On Reverse Purchase Of Shell Resources

Nowadays China's listed companies have increasingly increased their M&A activities.The reverse purchase of this special type of merger has also begun to appear widely,attracting attention from all walks of life.According to the Financial Affairs Letter of the Ministry of Finance[2008]60:"If a company purchases a listed company and the listed company that is purchased does not constitute a business,the purchasing enterprise shall deal with it according to the principle of equity trading,and may not confirm the goodwill or confirm it to be included in the current profit and loss.Then,according to the provisions of the Financial Statement[2009],the non-listed company will make a reverse purchase by taking control of the listed company with the assets held by the subsidiary and other assets,and the listed company will prepare the consolidated statement.Whether the assets or liabilities retained shall constitute a business shall be treated differently.If the business does not constitute a business,it shall be handled in accordance with the principle of equity transactions;if the business constitutes a business,the difference between the cost of the business combination and the fair value of the identifiable net assets of the listed company shall be confirmed as goodwill or recognised in profit or loss for the current period.Under China's regulations,reverse purchases that do not constitute a business are treated according to the principle of equity transactions,and the capital reserve is offset.There is no significant impact on the profit and financial indicators of the current year and beyond,but the reverse purchase of the business is due to the shell.The company retains a small amount of business,and needs to confirm the huge amount of goodwill and reduce it in the future,which will have a huge impact on the company's profits.The structure caused by the current regulations does not constitute an inconsistency in the reverse purchase accounting treatment of the business,so that the disclosed accounting information cannot truly reflect the business situation and financial status,and loses the original meaning of accounting information.In-depth exploration of the reasons is actually a problem caused by the inconsistency in the confirmation of the value of the shell resources.The difference between the reverse purchase and the non-business formation is the value of the shell resource,because the value of the equity transaction is considered to be offset by the capital reserve.Most of the difference between the reverse purchase and the formation of the business is the shell resource.Only a small part is the goodwill formed by purchasing a small amount of business,but the shell resources are included in the goodwill and thus form a huge goodwill.Based on the above background,this paper studies the accounting confirmation of the reverse purchase of the crust resources.In combination with the case of the Zhonghang Heibao,whether the transactions that do not constitute the business and constitute the business can be recognized as equity transactions,and whether the shell resources can be separately identified as the perspective of intangible assets,theoretical analysis is carried out to obtain a reasonable accounting confirmation method for shell resources.The main research application value of this paper is as follows:It is clarified whether the reverse purchase does not constitute a business and constitutes a business can really be regarded as an equity transaction,and gives the basis that the value of the shell resource can be separately recognized as an intangible asset,and concludes that the shell resource should be separately recognized as an intangible asset in the statement,and the impairment test is carried out at the end of each period.If the impairment occurs,the provision for impairment is made,and the provision for impairment is not reversed,which fundamentally solves the problem that occurs in practice.