Notice of the Ministry of Finance on the Printing and Distribution of the Interpretations IV of the Enterprise Accounting Standards

财政部关于印发企业会计准则解释第4号的通知

Promulgating Institution: Ministry of Finance

Document Number: Cai Kuai [2010] No.15

Promulgating Date: 07/14/2010

Effective Date: 01/01/2010

颁布机关: 财政部

文   号: 财会[2010]15号

颁布时间: 07/14/2010

实施时间: 01/01/2010

To relevant ministries and commissions, and departments directly under the State Council, finance departments (bureaus) of all provinces, autonomous regions, municipalities directly under the Central Government, and cities separately designated in the State plan, the finance bureau of the Xinjiang Production and Construction Corps, and relevant enterprises under the administration of the Central Government,

For the purposes of thoroughly implementing the Enterprise Accounting Standards , resolving problems encountered during the implementation thereof, and meanwhile realizing convergence and equivalence in accounting standards, the Ministry of Finance has formulated the Interpretations IV of the Enterprise Accounting Standards, which are hereby printed and circulated for implementation.

Appendix: Interpretations IV of the Enterprise Accounting Standards

Ministry of Finance of the People's Republic of China

July 14, 2010

  国务院有关部委、有关直属机构，各省、自治区、直辖市、计划单列市财政厅（局），新疆生产建设兵团财务局，有关中央管理企业:

  为了深入贯彻实施企业会计准则，解决执行中出现的问题，同时，实现会计准则持续趋同和等效，我部制定了《企业会计准则解释第4号》，现予印发，请遵照执行。

  附件:企业会计准则解释第4号

  中华人民共和国财政部

  二〇一〇年七月十四日

Appendix:

Interpretations IV of the Enterprise Accounting Standards

  附件:

企业会计准则解释第4号

1. In a merger of enterprises under a same controlling party or same controlling parties, expenses incurred by the merging party for the services of intermediaries such as auditing, legal services and valuation consultation as well as other relevant management fees shall be incorporated in the profit and loss of the current period that such expenses and fees were incurred. In a merger of enterprises not under a same controlling party or same controlling parties, what is the accounting treatment for the abovementioned expenses and fees incurred by the acquiring party? Answer: In a merger of enterprises not under a same controlling party or same controlling parties, expenses incurred by the acquiring party in an enterprise merger for the services of intermediaries such as auditing, legal services and valuation consultation as well as other relevant management fees shall be incorporated in the profit and loss statement of the current period when such expenses and fees were incurred. The transaction cost from issuing equity securities or debt securities as payment consideration for the merger shall be incorporated and recognized in the initial amount the equity securities or debt securities.

    一、同一控制下的企业合并中,合并方发生的审计、法律服务、评估咨询等中介费用以及其他相关管理费用,应当于发生时计入当期损益。非同一控制下的企业合并中,购买方发生的上述费用,应当如何进行会计处理?答:非同一控制下的企业合并中,购买方为企业合并发生的审计、法律服务、评估咨询等中介费用以及其他相关管理费用,应当于发生时计入当期损益;购买方作为合并对价发行的权益性证券或债务性证券的交易费用,应当计入权益性证券或债务性证券的初始确认金额。

2. In a merger of enterprises not under a same controlling party or same controlling parties, how should the identifiable assets and liabilities of the acquired party obtained on the date of acquisition by the acquiring party be classified or designated? Answer: In a merger of enterprises not under a same controlling party or same controlling parties, the identifiable assets and liabilities of the acquired party obtained on the date of acquisition by the acquiring party shall be classified or designated in accordance with the provisions of the Accounting Standards for Business Enterprises in conjunction with relevant factors such as the terms and conditions of the contract, business strategies, and merger and acquisition policies. These primarily include the classification of the financial assets and financial liabilities of the acquiring party, designation of hedging relationships, and the stripping of embedded derivative tools. However, in a merger, if a rental contract and an insurance contract are involved, and the terms and conditions of the contracts are revised on the date of acquisition, the acquiring party shall undertake classification of the contracts in accordance with the provisions of the Accounting Standards for Business Enterprises in conjunction with the revised terms and conditions as well as other factors.

    二、非同一控制下的企业合并中,购买方在购买日取得被购买方可辨认资产和负债,应当如何进行分类或指定?答:非同一控制下的企业合并中,购买方在购买日取得被购买方可辨认资产和负债,应当根据企业会计准则的规定,结合购买日存在的合同条款、经营政策、并购政策等相关因素进行分类或指定,主要包括被购买方的金融资产和金融负债的分类、套期关系的指定、嵌入衍生工具的分拆等。但是,合并中如涉及租赁合同和保险合同且在购买日对合同条款作出修订的,购买方应当根据企业会计准则的规定,结合修订的条款和其他因素对合同进行分类。

3. In cases where an enterprise realizes a merger with another enterprise not under a same controlling party or same controlling parties by way of multiple separate trades, what is the accounting treatment for the shares of the acquired party held by the acquiring party prior to the date of acquisition? Answer: In cases where an enterprise realizes a merger with another enterprise not under a same controlling party or same controlling parties by way of multiple separate trades, relevant accounting treatments shall be undertaken individually in separate financial statements and in consolidated financial statements:

(1) In separate financial statements, the initial cost of investment of the said investment shall be the sum of the book value of the investment in the equity stake of the acquired party held prior to the date of acquisition and the additional cost of investment at the date of acquisition. In cases where the equity stake of the acquired party held prior to the date of acquisition involves other consolidated gains, the related other consolidated gains thereof (for example, the portion where changes in the fair value of financial assets available for sale is incorporated in capital reserves, sic passim) shall be transferred into the investment gains of the current period at the time of disposing the said investment.

(2) In consolidated financial statements, the equity stake of the acquired party held prior to the date of acquisition shall be recalculated based on the fair value of the said equity stake at the date of acquisition, with the difference between the fair value and the book value thereof to be incorporated as investment gains in the current period. Where the equity stake of the acquired party held prior to the date of acquisition involves other consolidated gains, the related other consolidated gains thereof shall be transferred to the investment gains of the current period under which the date of acquisition falls. The acquiring party shall disclose in the notes, the fair value of the equity stake of the acquired party held at the date of acquisition, as well as the related amount of gains or losses resulting from the revaluation based on the fair value.

    三、企业通过多次交易分步实现非同一控制下企业合并的,对于购买日之前持有的被购买方的股权,应当如何进行会计处理?答:企业通过多次交易分步实现非同一控制下企业合并的,应当区分个别财务报表和合并财务报表进行相关会计处理:

  (一)在个别财务报表中,应当以购买日之前所持被购买方的股权投资的账面价值与购买日新增投资成本之和,作为该项投资的初始投资成本;购买日之前持有的被购买方的股权涉及其他综合收益的,应当在处置该项投资时将与其相关的其他综合收益(例如,可供出售金融资产公允价值变动计入资本公积的部分,下同)转入当期投资收益。

  (二)在合并财务报表中,对于购买日之前持有的被购买方的股权,应当按照该股权在购买日的公允价值进行重新计量,公允价值与其账面价值的差额计入当期投资收益;购买日之前持有的被购买方的股权涉及其他综合收益的,与其相关的其他综合收益应当转为购买日所属当期投资收益。购买方应当在附注中披露其在购买日之前持有的被购买方的股权在购买日的公允价值、按照公允价值重新计量产生的相关利得或损失的金额。

4. In cases where an enterprise loses controlling rights over original subsidiary thereof due to the disposal of a portion of equity investment or other reasons, what is the accounting treatment for the remaining equity after the disposal? Answer: In cases where an enterprise that loses controlling rights over original subsidiary thereof due to the disposal of a portion of equity investment or other reasons, relevant accounting treatments shall be carried out individually in separate financial statements and in consolidated financial statements:

(1) In separate financial statements, the accounting treatment for the equity disposed shall be in accordance with the Enterprise Accounting Standards No. 2 – Long-term Equity Investment. At the same time, the remaining equity stake shall be recognized as long-term equity investment or other related financial assets based on its book value. The accounting treatment for the remaining equity after the disposal that may exert same control or material influence over the original subsidiary shall change from the relevant cost method to that which is in accordance with the relevant provisions of the equity method.

(2) In consolidated financial statements, the remaining equity shall be recalculated based on the fair value on the date that the controlling rights were lost. The difference between the sum of the consideration obtained from the disposal of the equity and the fair value of the remaining equity, and the net asset continuously calculated since the date of acquisition of the original subsidiary calculated based on the original shareholding that the said enterprise is entitled shall be incorporated into the investment gains of the current period when the controlling rights were lost. Other consolidated gains relevant to the equity investment of the original subsidiary shall be converted into investment gains of the current period at the time that the controlling rights were lost. An enterprise shall disclose the fair value of the remaining shares after the disposal on the date the controlling rights were lost, as well as the relevant amount of gains or losses resulting from the recalculation based on the fair value.

    四、企业因处置部分股权投资或其他原因丧失了对原有子公司控制权的,对于处置后的剩余股权应当如何进行会计处理?答:企业因处置部分股权投资或其他原因丧失了对原有子公司控制权的,应当区分个别财务报表和合并财务报表进行相关会计处理:

  (一)在个别财务报表中,对于处置的股权,应当按照《企业会计准则第2号——长期股权投资》的规定进行会计处理;同时,对于剩余股权,应当按其账面价值确认为长期股权投资或其他相关金融资产。处置后的剩余股权能够对原有子公司实施共同控制或重大影响的,按有关成本法转为权益法的相关规定进行会计处理。

  (二)在合并财务报表中,对于剩余股权,应当按照其在丧失控制权日的公允价值进行重新计量。处置股权取得的对价与剩余股权公允价值之和,减去按原持股比例计算应享有原有子公司自购买日开始持续计算的净资产的份额之间的差额,计入丧失控制权当期的投资收益。与原有子公司股权投资相关的其他综合收益,应当在丧失控制权时转为当期投资收益。企业应当在附注中披露处置后的剩余股权在丧失控制权日的公允价值、按照公允价值重新计量产生的相关利得或损失的金额。

5. In an enterprise merger, what is the accounting treatment for the deferred income tax asset of the acquiring party created as a result of the enterprise merger? Answer: In an enterprise merger, the deductible temporary differences of the acquired party obtained by the acquiring party shall not be recognized if the conditions for the recognition of deferred income tax asset are not met on the date of acquisition. Within 12 months of the date of acquisition, if new or further information obtained shows that the relevant conditions already exist on the date of acquisition, and if the economic benefits brought about by the deductible temporary differences may be expected to be realized by the acquiring party at the date of acquisition, the relevant deferred income tax asset shall be recognized, while simultaneously deducting goodwill. Should good will be insufficient to be offset, the difference shall be recognized as gains or losses for the current period. Except for the abovementioned situation, recognizing the deferred income tax asset relevant to an enterprise merger shall be incorporated into the profit and loss of the current period.

    五、在企业合并中,购买方对于因企业合并而产生的递延所得税资产,应当如何进行会计处理?答:在企业合并中,购买方取得被购买方的可抵扣暂时性差异,在购买日不符合递延所得税资产确认条件的,不应予以确认。购买日后12个月内,如取得新的或进一步的信息表明购买日的相关情况已经存在,预期被购买方在购买日可抵扣暂时性差异带来的经济利益能够实现的,应当确认相关的递延所得税资产,同时减少商誉,商誉不足冲减的,差额部分确认为当期损益;除上述情况以外,确认与企业合并相关的递延所得税资产,应当计入当期损益。

6. In a consolidated financial statement, if the losses of the current period borne by the minority shareholders of a subsidiary exceed the portion of the owner's equity of the subsidiary that minority shareholders enjoy at the beginning of the period, what is the accounting treatment for the balance thereof? Answer: In a consolidated financial statement, if the losses of the current period borne by the minority shareholders of a subsidiary exceed the portion of the owner's equity of the subsidiary that minority shareholders enjoy at the beginning of the period, the balance thereof shall still be offset against minority interest.

    六、在合并财务报表中,子公司少数股东分担的当期亏损超过了少数股东在该子公司期初所有者权益中所享有的份额的,其余额应当如何进行会计处理?答:在合并财务报表中,子公司少数股东分担的当期亏损超过了少数股东在该子公司期初所有者权益中所享有的份额的,其余额仍应当冲减少数股东权益。

7. What is the accounting treatment for share-based payment transactions involving different enterprises within an enterprise group?

Answer: The accounting treatment for share-based payment transactions that occur within an enterprise group (constituted by a parent company and all subsidiaries thereof) shall be in accordance with the following provisions:

(1) In cases where the settlement enterprise uses its own equity instrument for settlement purposes, the said share-based payment transaction shall be treated as settled by way of equity; in all other cases, it shall be treated as share-based payment settled by way of cash.

A settlement enterprise that is the investor of an enterprise that receives services shall recognize as long-term equity investment as regards the enterprise that receives services in accordance with the fair value of the equity instrument or the fair value of the debt assumed, while simultaneously recognizing capital reserves (other capital reserves) or liabilities.

(2) If an enterprise that receives services does not have settlement obligations or grants its own equity instrument to the employees of the enterprise, the said share-based payment transaction shall be treated as share-based payment settled by way of equity. If an enterprise that receives services has settlement obligations and grants to the employees of the enterprise equity instruments of other enterprises within the enterprise group, the said share-based payment transaction shall be treated as share-based payment settled by way of cash.

    七、企业集团内涉及不同企业的股份支付交易应当如何进行会计处理?

  答:企业集团(由母公司和其全部子公司构成)内发生的股份支付交易,应当按照以下规定进行会计处理:

  (一)结算企业以其本身权益工具结算的,应当将该股份支付交易作为权益结算的股份支付处理;除此之外,应当作为现金结算的股份支付处理。

  结算企业是接受服务企业的投资者的,应当按照授予日权益工具的公允价值或应承担负债的公允价值确认为对接受服务企业的长期股权投资,同时确认资本公积(其他资本公积)或负债。

  (二)接受服务企业没有结算义务或授予本企业职工的是其本身权益工具的,应当将该股份支付交易作为权益结算的股份支付处理;接受服务企业具有结算义务且授予本企业职工的是企业集团内其他企业权益工具的,应当将该股份支付交易作为现金结算的股份支付处理。

8. What accounting standards should a financing guarantee company implement?

Answer: A financing guarantee company shall implement the Accounting Standards for Business Enterprises, and shall, in accordance with the provisions of financial statement formats relevant to insurance companies in the Accounting Standards for Business Enterprises – Application Guide as well as in conjunction with the actual conditions of the company, prepare financial statements and disclose the relevant information externally. The Accounting Measures for Guarantee Enterprises (Cai Kuai [2005] No. 17) shall no longer be applicable.

The accounting treatment of the guarantee business undertaken by a financing guarantee company shall be made in accordance with related provisions of relevant guarantee contracts such as the Accounting Standards for Business Enterprises No. 25 – Direct Insurance Contracts, Accounting Standards for Business Enterprises No. 26 – Reinsurance Contracts, and Regulations for Accounting Treatment Relevant to Insurance Contracts (Cai Kuai [2009] No. 15).

    八、融资性担保公司应当执行何种会计标准?

  答:融资性担保公司应当执行企业会计准则,并按照《企业会计准则——应用指南》有关保险公司财务报表格式规定,结合公司实际情况,编制财务报表并对外披露相关信息,不再执行《担保企业会计核算办法》(财会[2005]17号)。

  融资性担保公司发生的担保业务,应当按照《企业会计准则第25号——原保险合同》、《企业会计准则第26号——再保险合同》、《保险合同相关会计处理规定》(财会[2009]15号)等有关保险合同的相关规定进行会计处理。

9. What accounting standards should be implemented for the margin trading business carried out by enterprises? Answer: The margin trading business refers to the business activity of a securities company lending funds to a client to purchase securities or lending securities for the client to sell, with the client depositing the corresponding collateral. The margin trading business carried out by an enterprise is divided into cash financing business and the securities lending business.

As regards the cash financing business, the accounting treatment undertaken by the securities company and the client thereof shall be in accordance with the relevant provisions of the Enterprise Accounting Standards No. 22 – Recognizing and Calculating Financial Instruments. The funds lent by a securities company shall be recognized as accounts receivable, and the relevant interest income recognized. The funds borrowed by the client shall be recognized as debt payable and the relevant interest expense recognized.

As regards the securities lending business, the securities lent by a securities company shall not ceased to be recognized but the corresponding interest income shall be recognized in accordance with the relevant provisions of the Enterprise Accounting Standards No. 23 – Transfer of Financial Assets. The accounting treatment for the securities borrowed by the client shall be in accordance with the relevant provisions of the Enterprise Accounting Standards No. 22 – Recognizing and Calculating Financial Instruments, and the corresponding interest expense recognized.

When a securities company carries out margin trading with clients, and buys and sells securities on behalf of the client, the accounting treatment shall be as that of a securities brokerage business.

The disclosure of relevant accounting information on the margin trading business carried out between a securities company and the clients thereof shall be made in accordance with the relevant provisions of the Enterprise Accounting Standards No. 37 – Presentation of Financial Instruments.

    九、企业发生的融资融券业务,应当执行何种会计标准?答:融资融券业务,是指证券公司向客户出借资金供其买入证券或者出借证券供其卖出,并由客户交存相应担保物的经营活动。企业发生的融资融券业务,分为融资业务和融券业务两类。

  关于融资业务,证券公司及其客户均应当按照《企业会计准则第22号——金融工具确认和计量》有关规定进行会计处理。证券公司融出的资金,应当确认应收债权,并确认相应利息收入;客户融入的资金,应当确认应付债务,并确认相应利息费用。

  关于融券业务,证券公司融出的证券,按照《企业会计准则第23号——金融资产转移》有关规定,不应终止确认该证券,但应确认相应利息收入;客户融入的证券,应当按照《企业会计准则第22号——金融工具确认和计量》有关规定进行会计处理,并确认相应利息费用。

  证券公司对客户融资融券并代客户买卖证券时,应当作为证券经纪业务进行会计处理。

  证券公司及其客户发生的融资融券业务,应当按照《企业会计准则第37号——金融工具列报》有关规定披露相关会计信息。

10. In accordance with the provisions of the Interpretations of the Accounting Standards for Business Enterprises No. 2 (Cai Kuai [2008] No. 11), an enterprise separately recognized an equity instrument (capital reserves – other capital reserves) for the warrants of a convertible corporate bond issue where the warrants and bonds are separately traded. If the holder of the warrants did not exercise the conversion rights, what is the accounting treatment for the portion that was originally incorporated into capital reserves (other capital reserves)? Answer: For convertible corporate bonds issued by an enterprise where the warrants and bonds are separately traded, and the holder of the warrants did not exercise the conversion rights on expiry, the portion that was originally incorporated into capital reserves (other capital reserves) shall be transferred to capital reserves (share premium) on expiry.

    十、企业根据《企业会计准则解释第2号》(财会[2008]11号)的规定,对认股权和债券分离交易的可转换公司债券中的认股权,单独确认了一项权益工具(资本公积—其他资本公积)。认股权持有人没有行权的,原计入资本公积(其他资本公积)的部分,应当如何进行会计处理?答:企业发行的认股权和债券分离交易的可转换公司债券,认股权持有人到期没有行权的,应当在到期时将原计入资本公积(其他资本公积)的部分转入资本公积(股本溢价)。

11. Articles 1 to 4 of these Interpretations shall become effective on January 1, 2010; Articles 5 to 10 shall be retroactively adjusted, except for such retroactive adjustments that may not be realistically and feasibly carried out.

    十一、本解释一至四条的规定,自2010年1月1日起施行;五至十条的规定,应当进行追溯调整,追溯调整不切实可行的除外。