Article 5 of Caishui [2009] No.59 stipulates that the special tax treatment provisions shall apply if the enterprise reorganization meets the following conditions at the same time:
1, has a reasonable commercial purpose, and does not mainly aim at reducing, exempting or delaying the payment of taxes;
2. The assets or equity of the acquired, merged or split part shall not be less than 50%;
3. The original substantive business activities of the restructured assets will not be changed within 12 months after the reorganization of the enterprise;
4. The amount of equity payment involved in the consideration of the restructuring transaction shall not be less than 85% of the total transaction payment;
5. The original major shareholders who have obtained equity payment during the enterprise reorganization shall not transfer the acquired equity within 12 months after the reorganization.
In the special tax treatment, the non-equity payment should be taxed. Because the tax on the asset appreciation and loss of the merged enterprise has not been confirmed, the tax basis is also based on the book value of the original enterprise assets when receiving assets.
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