In order to further standardize the related party transactions of listed companies, Shanghai Stock Exchange today issued the "Implementation Guidelines for Related Party Transactions of Listed Companies of Shanghai Stock Exchange". Based on the summary of related party transactions in the current rules, the Guidelines refine the decision-making and disclosure process of related party transactions of listed companies, and further strengthen the supervision of related party transactions while partially deregulating. Among them, the Guidelines set strict disclosure and decision-making procedures for major related party transactions in which listed companies purchase assets from related parties at a high premium (the premium exceeds 100%).
There is a set of standards, but it is not perfect. Find a professional.
Question 2: How to see unfair related party transactions from the annual report? Hello, Mr. Zou from the accounting school will answer your questions.
Related party transactions need to be declared in the final settlement report.
Welcome to give me a nickname-ask all the teachers in the accounting school.
Question 3: What are the connections and differences between related transactions of related relationships? In order to improve the quality of financial information disclosure of listed companies and safeguard the legitimate rights and interests of investors, the China Securities Regulatory Commission issued "Question and Answer on Information Disclosure Criteria of Companies Offering Securities to the Public 1-Non-recurring gains and losses" (hereinafter referred to as "Question and Answer") in April 2006, which clearly defined the non-recurring gains and losses. Based on the question and answer, this paper briefly discusses the definition, judgment standard, content and information disclosure of non-recurring gains and losses. I. Definition of Non-recurring gains and losses According to the Q&A, non-recurring gains and losses refer to the income and expenses that are not directly related to the company's production and operation, but have a true and fair evaluation of the company's current operating results and profitability due to its nature, amount or frequency. When understanding non-recurring gains and losses, we should pay attention to the following points: (1) Non-recurring gains and losses are the gains and losses mentioned in international accounting standards. If the company has non-recurring income, the net profit generated by the company's recurring activities will be lower than the current net profit reflected in the income statement. Therefore, after deducting the non-recurring gains and losses, the company's return on net assets and earnings per share will be less than the results calculated according to the current net profit; In case of non-recurring losses, the net profit generated by the company's recurring activities will be higher than the current net profit reflected in the income statement, and the profit indicators such as the company's return on net assets and earnings per share will be higher than the results calculated according to the current net profit. (2) Non-recurring gains and losses mainly occur in related fields that are not directly related to the company's production and operation. For example, in many companies, the investment income from selling branches or subsidiaries is the main source of their profits. However, non-recurring gains and losses may also be related to production and business activities. For example, in related party transactions, in order to improve the operating performance of listed companies, major shareholders buy products produced by listed companies at a price higher than the market price or supply raw materials to listed companies at a price lower than the market price, thus increasing the profits of listed companies. Because the profits obtained from related party transactions at unfair prices are not the profits that the company can obtain in normal business activities, they should also be regarded as non-recurring profits and losses of the company. Therefore, when determining non-recurring profit and loss items, remember that non-recurring profit and loss and non-operating profit and loss are two different concepts. A company's complete economic activities should include three parts: production and operation activities, investment activities and fund-raising activities. In addition to commodity production and business activities such as product production, processing and sales, it should also include capital business activities such as long-term foreign investment activities based on various strategic considerations, as well as short-term investment activities and related fund-raising activities carried out by the company by using temporarily idle funds. Therefore, it is not possible to judge whether the profit or loss is non-recurring according to whether it comes from commodity production and business activities. (3) When judging whether a profit or loss is a non-recurring profit or loss, we should not only consider the relationship between the profit or loss and production and business activities, but also consider the nature, amount or frequency of the profit or loss. 1. To judge the nature of a profit and loss, we should mainly analyze whether the event or business that generated the profit and loss is necessary for the company's continuous operation and whether it is a special business of the company. From the perspective of the company's operating environment, special events or businesses are highly abnormal, which are obviously irrelevant or only occasionally related to the normal and typical activities of the enterprise. If the event or business that produces profit or loss is indispensable to the company's continuing operation, the profit or loss cannot be treated as non-recurring profit or loss. For example, in order to ensure the normal operation of the equipment, the company will overhaul the equipment every few years, so it is not a special business of the company. The major repair costs incurred are necessary for the company to maintain its normal production and operation capacity, and the resulting profits and losses should also be the company's recurring profits and losses; For another example, if the capital occupation fee paid by a listed company for borrowing funds from affiliated enterprises is obviously higher than the bank loan interest rate in the same period, the capital borrowing business is not necessary for the company's continuous operation, but a special business, so the extra capital occupation fee should be the company's non-recurring profit and loss. 2. When judging whether a profit or loss is a non-recurring profit or loss, the size of the profit or loss amount should also be considered. According to the principle of importance in accounting, some small non-recurring gains and losses, even if regarded as recurring gains and losses, will not have a substantial impact on investors' investment decision analysis. Therefore, for some projects, it can obviously be classified as non-recurring projects, but the amount ... >; & gt
Question 4: How to prove the fairness of related party transactions In the short term, some related party transactions may help the company tide over the difficulties, but the benefits are only temporary. In the long run, the economic consequences of related party transactions are unfavorable to the company and will contain many legal risks. First of all, too many related party transactions will reduce the competitiveness and independence of the company and make the company rely too much on related parties, especially the major shareholders. For example, the main targets of raw material procurement and product sales of some companies are related parties, and their operations are subject to many restrictions. However, the "blood transfusion" restructuring of many related parties is often just a report restructuring, and there is no actual cash inflow, which has not substantially improved the company. Secondly, related party transactions will increase the company's business risks and make the company fall into financial difficulties. On the one hand, most of the company's improved business performance through related party transactions is only book performance, and only a large number of accounts receivable items have been added, which will lead to the risk of bad debts in the future; On the other hand, if the company is a related party, such as the guarantee and capital provided by the major shareholder or the major shareholder occupying the company's funds in other ways, it will bring potential financial risks to the company; If you conduct unequal transactions with major shareholders and related personnel, it will reduce the company's profits and cause legal risks. Finally, the occurrence of a large number of related transactions will damage the company's image and reduce the potential customer base. If it is a listed company, its share price will fall in the securities market. It is difficult to be held accountable for these damages to intangible assets such as corporate goodwill. After these related party transactions cause damage, it is difficult to effectively safeguard the interests of enterprises.
Question 5: How does the tax bureau determine that the transaction price of related parties is unfair, and has it defined the proportion? According to the provisions of the Tax Administration Law, the adjustment order of purchase and sale activities is as follows:
(1) According to the price of the same or similar business activities between independent enterprises;
(two) according to the level of profit that should be obtained by resale to an unrelated third party;
(3) according to the cost plus reasonable expenses and profits;
(4) According to other reasonable methods.
In the actual tax collection and management, the approved profit rate adjustment is often adopted, and the result is often contrary to the normal transaction principle.
Question 6: What is connected transaction? There is no clear statement about whether related party transactions are illegal.
But it is best not to do so.
This is the edge of the law.
If you can't find it, go ahead.
Find a way to make him bear legal responsibility.
I wish you a safe life and a rolling wealth.
Question 7: What do you mean by "disassociation of related party transactions"? (3) The dissolution of related party transactions circumvents the constraints of the Interim Provisions and achieves the purpose of manipulating profits.
1. The related party reduces the shareholding ratio by less than 20% by transferring the equity or suspending the transfer of relevant shares, and the related party relationship is dissolved in name, and the corresponding related party transactions are dissolved. For example, Tianjin Magnetic Card Co., Ltd. originally held 94% of the shares of Tianjin Universal Pictures, but in the middle of 200 1 year, Tianjin Magnetic Card reduced the shareholding ratio of Universal Pictures to 47%. Before the middle of 200 1 year, Tianjin Magnetic Card signed a purchase and sale contract with Tianjin Universal Pictures to sell products worth 2,654,380,500 yuan to the latter, with a gross profit of 65,438+0.365,438+. It accounts for 54.6% of the profit of Tianjin Magnetic Card Co., Ltd. in 20001year. All the above sales were completed before the mid-term. At the end of 200 1, Tianjin Magnetic Card Company transferred its equity again and no longer held the equity of Tianjin Universal Pictures. As a result of the above two equity transfers, the related parties become non-related, and the huge sales will not be offset by the consolidated statements, nor will they be bound by the Interim Provisions. The part of gross sales margin exceeding 20% will not be included in the "capital reserve-related party transaction price difference", thus increasing the current income.
2. The related party-non-related party-related party transaction mode is adopted to sell assets to non-related parties at a high price, and one related party transaction is turned into two non-related transactions, and the related parties use other means to make up for the losses of the non-related parties. Or choose the right time and then redeem assets from unrelated parties at the same high price. These two transactions become unrelated transactions, and listed companies can evade the constraints of the Interim Provisions, confirm the transaction price difference caused by selling assets at high prices, and include it in the current profits and losses. For example, ST Yi 'an Technology Co., Ltd. announced at the beginning of 2002 10 that it would sell 42 19% of its insolvent holding subsidiary to another unrelated company at a high price of 52 million yuan. As a non-related transaction, ST Yi 'an Technology Co., Ltd. easily obtained a total of about 52 million yuan of non-operating income. It can be described as "taking the right way."
3. Use potential related parties to "transfuse blood" for the company, conduct unfair price transactions before officially entering the listed company, and indirectly control the listed company through multiple shares after the transaction is completed and before officially entering the listed company to become a related party. Because there is no related party in the legal sense at the time of transaction, it is justified to supervise related party transactions and improve performance.
Question 8: How to deal with unfair related party transactions during the reporting period? The best way to solve complex problems is simplicity. Act in accordance with the Regulations on Financial Accounting Reports of Enterprises issued by the State Council, so as to be standardized, worry-free and less entangled.
Question 9: If the transaction price of related parties is unfair, how will the New Third Board enterprises be punished? Does the punishment depend on whether the related party transactions have fulfilled the necessary procedures and disclosures? Perform necessary procedures or receive an inquiry letter from the share transfer company, give an appropriate reply or ask to clean up related transactions;
Failure to perform the necessary procedures will violate the relevant system, or be punished by admonishing conversation and issuing a warning letter.
Need to analyze the specific situation.
Question 10: The transaction price of related parties is unfair. How to handle it in accounting? The Ministry of Finance issued the Interim Provisions on Accounting Treatment of Assets Sold between Related Parties, which clearly stated: "If there is no conclusive evidence that the transaction price between listed companies and related parties is fair, it shall be handled in accordance with these provisions. The obviously unfair part of the transaction price should not be recognized as the current profit, but should be treated as capital reserve, and the "related transaction price difference" subject should be set up separately under the "capital reserve" subject for accounting, and this part of the price difference should not be allowed.