The existence of restricted shares is a special phenomenon in China's capital market. With the development of economy, Accounting Standards for Business EnterprisesNo. 1, Accounting Standards for Business Enterprises No.3 and Accounting Standards for Business Enterprises No.65438 regulate the fiscal and tax treatment of restricted shares, which is conducive to promoting the long-term healthy and stable development of China's capital market.
I. Classification of restricted shares
The restricted shares in China stock market are divided into the following categories: one is the ongoing share-trading reform? Size? , which is a restricted circulation stock transformed from the original non-circulation stock. The other is that according to the Company Law and the Listing Rules of the Exchange, the shares held by shareholders have a certain restricted period for the company Ovo, which is listed for the first time. In addition, after the listing of new shares and the resumption of the share-trading reform, the transferred shares obtained by the above two types of restricted shares over the years before the lifting of the ban also constitute restricted shares.
Two, the three stages of development of restricted equity accounting treatment
1. Article 8 of the Interpretation of Accounting Standards for Business EnterprisesNo. 1 (Caishui [2007]14) clearly stipulates the accounting treatment of restricted shares with non-tradable shares. In the process of share-trading reform, enterprises that hold shares that have a significant impact on the investee should be regarded as long-term equity investments, and the cost method or equity method should be adopted respectively according to the degree of impact on the investee. In the process of share-trading reform, enterprises that hold shares that have no control, * * the same control or significant influence over the investee shall be classified as available-for-sale financial assets, and the difference between their fair value and book value shall be adjusted retrospectively at the first implementation and included in the capital reserve? . Is "code explanation without 1" based on? Does it have a significant impact on the invested unit? For the boundary, the treatment of restricted shares in the share reform is different. (1) If it has a significant impact, as a long-term equity investment, the cost method or the equity method shall be adopted respectively according to the impact on the invested entity. (2) Those that have no significant impact shall be classified as available-for-sale financial assets. The explanation of the standard 1 clarifies the accounting treatment method of restricted shares in the share-trading reform, but does not stipulate the restricted shares formed in the initial public offering process, which leads to different accounting treatment methods for different enterprises holding restricted shares of the same listed company.
2. The Interpretation of Accounting Standards for Business Enterprises (2008) stipulates that if an enterprise holds the right to restrict the sale of shares of a listed company, and does not have control, the same control or significant influence on the listed company, it shall classify the right to restrict the sale of shares as available-for-sale financial assets in accordance with the provisions of the Standards for Recognition and Measurement of Financial Instruments, unless it meets the conditions stipulated in the standards, it shall be classified as financial assets measured at fair value and whose changes are included in the current profits and losses. ? Among them, changes in the fair value of the part classified as trading financial assets can be included in the current profit and loss.
3. Interpretation of Accounting Standards for Business Enterprises No.3 (Caishui [2009] No.8) stipulates that if an enterprise holds the right to restrict the sale of shares of a listed company (excluding the right to restrict the sale of shares held in the share-trading reform) and does not have control, the same control or significant influence on the listed company, it shall classify the right to restrict the sale as available-for-sale financial assets according to the provisions of Accounting Standards for Business Enterprises No.22-Recognition and Measurement of Financial Instruments. If the fair value of the limited shares held is not determined in accordance with the above provisions before the release of this interpretation, it shall be handled in accordance with the Accounting Standards for Enterprises No.28-Changes in Accounting Policies and Accounting Estimates and Error Correction. ? The above contents are basically consistent with the explanation, with a special restriction, namely? Does the restricted share right of listed companies include the restricted share right held in the share-trading reform? .
Third, the share-trading restricted shares are treated differently from other restricted shares.
The particularity of non-tradable shares determines that the treatment of non-tradable restricted shares is different from other restricted shares. Does it meet the requirements? Equity trading rights that have a significant impact on the above fair value and can be reliably measured? , should be used as a long-term equity investment; Equity that does not have control, * * joint control or significant influence should be classified as available-for-sale financial assets, and cannot be classified as financial assets measured at fair value and whose changes are included in current profits and losses. This is because the nature of transactional financial assets is different from that of available-for-sale financial assets. The difference is as follows: 1. They have different purposes. Transactional financial assets mainly refer to financial assets held by enterprises for sale in the near future; Compared with transactional financial assets, the holding intention of available-for-sale financial assets is not clear, which may be long-term or short-term. 2. The gains and losses from changes in fair value are handled in different ways. The fair value of tradable financial assets is included in the current profit and loss, and the fair value of available-for-sale financial assets owned by enterprises changes. The gains or losses caused by the changes shall be included in the capital reserve (other capital reserve) except the impairment loss and the exchange difference caused by foreign currency financial assets. When financial assets are derecognized. Capital reserve Other capital reserve? Transfer out, count people? Investment income? . 3. The requirements for impairment provision are different. In the balance sheet et, when the fair value of available-for-sale financial assets drops sharply or the downward trend is non-temporary, impairment losses should be recognized and impairment reserves should be accrued; However, there is no provision for impairment of trading financial assets, and the accounting treatment of losses and impairment caused by changes in fair value is essentially to reflect the value of financial assets owned by enterprises more objectively, and the changes in the value of such financial assets have been included in the current profits and losses.
Four, the method to determine the fair value of restricted shares of listed companies.
1. directly use the stock trading price of listed companies. Because the restricted shares have an open transaction price in the secondary market, the fair value should be determined based on the market price.
2. Adjust according to the stock trading price of listed companies. Since the restricted shares cannot be realized immediately, they must be fixed. Discount? However, there are not many guiding opinions for the regulatory authorities to determine the discount rate.
3. According to the Notice on Implementing the Valuation of Securities Investment Funds (Accounting Standards for Business Enterprises) and the Valuation of Net Share issued by the CSRC on June 8, 2007 (No.2 1No. [2007] of Caihui Zi), if the initial acquisition cost of a stock with a definite lock-up period is higher than the market price of the same share, the market price shall be adopted as the stock value on the valuation date; If the initial acquisition cost of Et is lower than the market price, the valuation method is adopted, and the main reference indicators are the restricted period, the remaining period, the initial investment cost and the market price on the valuation date.
4. The use of other valuation techniques should be generally recognized by market participants and verified by the actual transaction price in the past. When using valuation techniques, all market parameters used by market participants in pricing financial instruments should be used as far as possible.
A Case Study of verb (abbreviation of verb)
Company A is a listed company in Shanghai Stock Exchange. In the initial public offering of lO in 2009, 20 million shares, 50 million shares and 50 million shares were allocated to strategic investors such as Company A, Company B and Company C respectively. According to the relevant regulations, these restricted shares shall not be transferred within 12 months from the date of listing of Company A. Due to different understandings of the guidelines, the three companies treated the restricted shares of the same nature differently in the annual reports of Company A, Company B and Company C..
Company A's handling of restricted shares: as a strategic investor, holding 20 million shares of Company A, what is the company classification? Trading financial assets? , measured at fair value, that is, determined by the market price at the end of the period. Therefore, Company A confirmed the gain of 60.4 million yuan from the change in fair value of its 20 million shares of Company A, which was included in the net profit, and increased the shareholders' equity accordingly.