合并财务报表中控制权的判断--基于一致行动人协议认定控制关系的适当性

Judgment of Control in Consolidated Financial Statements

一、问题的提出案例1:A上市公司、B公司分别持有某信托投资公司40%、30%股权,双方签署了无固定期限的《一致行动人协议》,约定B公司在董事会、股东会上均按照A上市公司的意见行使提案权、表决权,A上市公司据此将信托投资公司纳入合并范围。信托投资公司的资产总额、负债总额、收入、利润总额分别占上市公司合并财务报表的60%、50%、65%、70%。信托投资公司经营管理人员主要由B公司委派。

The variable interest entities(VIE) structure can be realized by agreements among persons acting in concert, which separates the voting rightsfrom corresponding variable returns, but doesnot increase the rights of investors.As the VIE structure lacks an inherent commercial logic, it may not be the expression of the true intentions of all the parties. Further, it is nota completely market behavior and has features of being temporary and unstable. As a result,the rights and responsibilities of shareholders with subordinate obligations do not correspond with each other, so even if the rights are held by multiple parties orthe exercise of the rights requires the consent of multiple parties, it is difficult for these right holders to exercise their rights uniformly through practically feasible mechanisms based on their wills. Therefore,it is not appropriate to use the VIE structure as the basis for judging the control rights and whether the invested entity’s individual statements should be included in the consolidated financial statements.