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1、 国际财务报告准则第3号：企业合并（最新英文版）0推荐国际财务报告准则第3号：企业合并（最新英文版）IFRS 3 International Financial Reporting Standard 3 ：Business Combinations This version includes amendments resulting from IFRSs issued up to 31 December 2006. IAS 22 Business Combinations was issued by the International Accounting Standards Committe
2、e in October 1998. It was a revision of IAS 22 Business Combinations (issued in December 1993), which replaced IAS 22 Accounting for Business Combinations (issued in November 1983). In April 2001 the International Accounting Standards Board (IASB) resolved that all Standards and Interpretations issu
3、ed under previous Constitutions continued to be applicable unless and until they were amended or withdrawn. In March 2004 the IASB issued IFRS 3 Business Combinations. It replaced IAS 22 and three Interpretations: IFRS 3 International Financial Reporting Standard 3 Business Combinations (IFRS 3) is
4、set out in paragraphs 187 and Appendices AC. All the paragraphs have equal authority. Paragraphs in bold type state the main principles. Terms defined in Appendix A are in italics the first time they appear in the Standard. Definitions of other terms are given in the Glossary for International Finan
5、cial Reporting Standards. IFRS 3 should be read in the context of its objective and the Basis for Conclusions, the Preface to International Financial Reporting Standards and the Framework for the Preparation and Presentation of Financial Statements. IAS 8 Accounting Policies, Changes in Accounting E
6、stimates and Errors provides a basis for selecting and applying accounting policies in the absence of explicit guidance. IFRS 3 Introduction IN1 International Financial Reporting Standard 3 Business Combinations (IFRS 3) replaces IAS 22 Business Combinations. The IFRS also replaces the following Int
7、erpretations: . SIC-9 Business CombinationsClassification either as Acquisitions or Unitings of Interests . SIC-22 Business CombinationsSubsequent Adjustment of Fair Values and Goodwill Initially Reported . SIC-28 Business Combinations“Date of Exchange” and Fair Value of Equity Instruments. Reasons
8、for issuing the IFRS IN2 IAS 22 permitted business combinations to be accounted for using one of two methods: the pooling of interests method or the purchase method. Although IAS 22 restricted the use of the pooling of interests method to business combinations classified as unitings of interests, an
9、alysts and other users of financial statements indicated that permitting two methods of accounting for substantially similar transactions impaired the comparability of financial statements. Others argued that requiring more than one method of accounting for such transactions created incentives for s
10、tructuring those transactions to achieve a desired accounting result, particularly given that the two methods produce quite different results. IN3 These factors, combined with the prohibition of the pooling of interests method in Australia, Canada and the United States, prompted the International Ac
11、counting Standards Board to examine whether, given that few combinations were understood to be accounted for in accordance with IAS 22 using the pooling of interests method, it would be advantageous for international standards to converge with those in Australia and North America by also prohibiting
12、 the method. IN4 Accounting for business combinations varied across jurisdictions in other respects as well. These included the accounting for goodwill and intangible assets acquired in a business combination, the treatment of any excess of the acquirers interest in the fair values of identifiable n
13、et assets acquired over the cost of the business combination, and the recognition of liabilities for terminating or reducing the activities of an acquiree. IN5 Furthermore, IAS 22 contained an option in respect of how the purchase method could be applied: the identifiable assets acquired and liabili
14、ties assumed could be measured initially using either a benchmark treatment or an allowed alternative treatment. The benchmark treatment resulted in the identifiable assets acquired and liabilities assumed being measured initially at a combination of fair values (to the extent of the acquirers owner
15、ship interest) and pre-acquisition carrying amounts (to the extent of any minority interest). The allowed alternative treatment resulted in the identifiable assets acquired and liabilities assumed IFRS 3 being measured initially at their fair values as at the date of acquisition. The Board believes
16、that permitting similar transactions to be accounted for in dissimilar ways impairs the usefulness of the information provided to users of financial statements, because both comparability and reliability are diminished. IN6 Therefore, this IFRS has been issued to improve the quality of, and seek int
17、ernational convergence on, the accounting for business combinations, including: (a) the method of accounting for business combinations; (b) the initial measurement of the identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination; (c) the recognition of
18、 liabilities for terminating or reducing the activities of an acquiree; (d) the treatment of any excess of the acquirers interest in the fair values of identifiable net assets acquired in a business combination over the cost of the combination; and (e) the accounting for goodwill and intangible asse
19、ts acquired in a business combination. Main features of the IFRS IN7 This IFRS: (a) requires all business combinations within its scope to be accounted for by applying the purchase method. (b) requires an acquirer to be identified for every business combination within its scope. The acquirer is the
20、combining entity that obtains control of the other combining entities or businesses. (c) requires an acquirer to measure the cost of a business combination as the aggregate of: the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued b
21、y the acquirer, in exchange for control of the acquiree; plus any costs directly attributable to the combination. (d) requires an acquirer to recognise separately, at the acquisition date, the acquirees identifiable assets, liabilities and contingent liabilities that satisfy the following recognitio
22、n criteria at that date, regardless of whether they had been previously recognised in the acquirees financial statements: (i) in the case of an asset other than an intangible asset, it is probable that any associated future economic benefits will flow to the acquirer, and its fair value can be measu
23、red reliably; (ii) in the case of a liability other than a contingent liability, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and its fair value can be measured reliably; and(iii) in the case of an intangible asset or a contingent
24、 liability, its fair value can be measured reliably. (e) requires the identifiable assets, liabilities and contingent liabilities that satisfy the above recognition criteria to be measured initially by the acquirer at their fair values at the acquisition date, irrespective of the extent of any minor
25、ity interest. (f) requires goodwill acquired in a business combination to be recognised by the acquirer as an asset from the acquisition date, initially measured as the excess of the cost of the business combination over the acquirers interest in the net fair value of the acquirees identifiable asse
26、ts, liabilities and contingent liabilities recognised in accordance with (d) above. (g) prohibits the amortisation of goodwill acquired in a business combination and instead requires the goodwill to be tested for impairment annually, or more frequently if events or changes in circumstances indicate
27、that the asset might be impaired, in accordance with IAS 36 Impairment of Assets. (h) requires the acquirer to reassess the identification and measurement of the acquirees identifiable assets, liabilities and contingent liabilities and the measurement of the cost of the business combination if the a
28、cquirers interest in the net fair value of the items recognised in accordance with (d) above exceeds the cost of the combination. Any excess remaining after that reassessment must be recognised by the acquirer immediately in profit or loss. (i) requires disclosure of information that enables users o
29、f an entitys financial statements to evaluate the nature and financial effect of: (i) business combinations that were effected during the period; (ii) business combinations that were effected after the balance sheet date but before the financial statements are authorised for issue; and (iii) some bu
30、siness combinations that were effected in previous periods. (j) requires disclosure of information that enables users of an entitys financial statements to evaluate changes in the carrying amount of goodwill during the period. Changes from previous requirements IN8 The main changes from IAS 22 are d
31、escribed below. Method of accounting IN9 This IFRS requires all business combinations within its scope to be accounted for using the purchase method. IAS 22 permitted business combinations to be accounted for using one of two methods: the pooling of interests method for combinations classified as un
32、itings of interests and the purchase method for combinations classified as acquisitions. Recognising the identifiable assets acquired and liabilities and contingent liabilities assumed IN10 This IFRS changes the requirements in IAS 22 for separately recognising as part of allocating the cost of a bu
33、siness combination: (a) liabilities for terminating or reducing the activities of the acquiree; and (b) contingent liabilities of the acquiree. This IFRS also clarifies the criteria for separately recognising intangible assets of the acquiree as part of allocating the cost of a combination. IN11 Thi
34、s IFRS requires an acquirer to recognise liabilities for terminating or reducing the activities of the acquiree as part of allocating the cost of the combination only when the acquiree has, at the acquisition date, an existing liability for restructuring recognised in accordance with IAS 37 Provisio
35、ns, Contingent Liabilities and Contingent Assets. IAS 22 required an acquirer to recognise as part of allocating the cost of a business combination a provision for terminating or reducing the activities of the acquiree that was not a liability of the acquiree at the acquisition date, provided the ac
36、quirer satisfied specified criteria. IN12 This IFRS requires an acquirer to recognise separately the acquirees contingent liabilities (as defined in IAS 37) at the acquisition date as part of allocating the cost of a business combination, provided their fair values can be measured reliably. Such con
37、tingent liabilities were, in accordance with IAS 22, subsumed within the amount recognised as goodwill or negative goodwill. IN13 IAS 22 required an intangible asset to be recognised if, and only if, it was probable that the future economic benefits attributable to the asset would flow to the entity
38、, and its cost could be measured reliably. The probability recognition criterion is not included in this IFRS because it is always considered to be satisfied for intangible assets acquired in business combinations. Additionally, this IFRS includes guidance clarifying that the fair value of an intang
39、ible asset acquired in a business combination can normally be measured with sufficient reliability to qualify for recognition separately from goodwill. If an intangible asset acquired in a business combination has a finite useful life, there is a rebuttable presumption that its fair value can be mea
40、sured reliably. Measuring the identifiable assets acquired and liabilities and contingent liabilities assumed IN14 IAS 22 included a benchmark and an allowed alternative treatment for the initial measurement of the identifiable net assets acquired in a business combination, and therefore for the ini
41、tial measurement of any minority interests. This IFRS requires the acquirees identifiable assets, liabilities and contingent liabilities recognised as part of allocating the cost of the combination to be measured initially by the acquirer at their fair values at the acquisition date. Therefore, any
42、minority interest in the acquiree is stated at the minoritys proportion of the net fair values of those items. This is consistent with IAS 22s allowed alternative treatment. Subsequent accounting for goodwill IN15 This IFRS requires goodwill acquired in a business combination to be measured after in
43、itial recognition at cost less any accumulated impairment losses. Therefore, the goodwill is not amortised and instead must be tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired. IAS 22 required acquired goodwill to be systemat
44、ically amortised over its useful life, and included a rebuttable presumption that its useful life could not exceed twenty years from initial recognition. Excess of acquirers interest in the net fair value of acquirees identifiable assets, liabilities and contingent liabilities over cost IN16 This IF
45、RS requires the acquirer to reassess the identification and measurement of the acquirees identifiable assets, liabilities and contingent liabilities and the measurement of the cost of the combination if, at the acquisition date, the acquirers interest in the net fair value of those items exceeds the
46、 cost of the mbination. Any excess remaining after that reassessment must be recognised by the acquirer immediately in profit or loss. In accordance with IAS 22, any excess of the acquirers interest in the net fair value of the identifiable assets and liabilities acquired over the cost of the acquis
47、ition was accounted for as negative goodwill as follows: (a) to the extent that it related to expectations of future losses and expenses identified in the acquirers acquisition plan, it was required to be carried forward and recognised as income in the same period in which the future losses and expe
48、nses were recognised. (b) to the extent that it did not relate to expectations of future losses and expenses identified in the acquirers acquisition plan, it was required to be recognised as income as follows: (i) for the amount of negative goodwill not exceeding the aggregate fair value of acquired
49、 identifiable non-monetary assets, on a systematic basis over the remaining weighted average useful life of the identifiable depreciable assets. (ii) for any remaining excess, immediately. International Financial Reporting Standard 3 Business Combinations Objective The objective of this IFRS is to specify the financial reporting by an en
