借壳上市有关壳资源的会计计量问题探究——以华源股份为例

按我国现行规定,企业借壳上市过程中形成反向购买的,若构成业务则需确认商誉,否则按权益性交易处理。若壳公司保留少量业务,上市公司要么确认巨额商誉,要么不得不放弃这些少量业务,使上市公司陷入两难的处境。本文从企业整体价值出发,将借壳方的购买行为划分为取得上市地位的买壳和购买留存少量业务两部分。对于买壳行为,按权益性交易处理,不确认商誉;对于购买留存少量业务的行为,按照购买法确认商誉。对于壳资源价值计量,本文通过对华源股份的案例分析,建议采用协商定价的方法以化解壳公司留存少量业务情况下的壳资源和商誉计量问题。

The Accounting Measurement of Shell Resource in Backdoor Listing

In accordance with current regulation in China,when the reverse acquisition forms in the process of backdoor listing,if the acquired company has the business the goodwill should be recognized by the listed company,or be settled in equity transaction's method otherwise.If the shell company retains residual business,the listed company either recognizes huge value of goodwill or has to give up that business,which places the listed company in a dilemma.In the view of enterprise's entire value,the paper suggests that the acquisition can be divided into two parts,one is shell obtaining to own a listed company's position and the other is purchasing residual business.The equity transaction method can be used for acquiring the shell,and the goodwill is unrecognized.The purchase method can be applied in recognition of goodwill for acquisition of residual business.With the case analysis of Huayuan Shares,the paper suggests the negotiation of pricing be adopted for the measurement of shell resources' value,which can solve the problem of shell resources and the measurement of goodwill in the condition of retaining business.