Merger and offset of parent company and wholly-owned subsidiary

Legal subjectivity:

From the perspective of merger, minority shareholders are a special group of enterprise group owners, and all their rights are limited to the company they invest in, that is, they can only share the dividends distributed by subsidiaries, and when the subsidiaries are liquidated and dissolved, they can only share the remaining property after the rights of creditors and preferred shareholders of subsidiaries are satisfied. Due to the payment responsibility of the shareholders of the parent company, the essence of minority equity is not debt, but owner's equity. In practice, it can also be listed separately between liabilities and owners' equity. Usually, it is listed separately as the total amount on the consolidated balance sheet, or the rights and interests, capital reserve, surplus reserve and other items represented by minority shareholders' rights and interests can be listed separately. If the subsidiary has preferred shares, but the parent company does not hold them, it can also be merged with minority shares in common stock as minority shareholders' rights and interests.

Legal objectivity:

Notice of the Ministry of Finance of People's Republic of China (PRC) and State Taxation Administration of The People's Republic of China on Several Issues Concerning the Treatment of Enterprise Income Tax in Enterprise Reorganization. The term "enterprise reorganization" as mentioned in this Notice refers to the transactions in which the legal structure or economic structure of an enterprise has undergone major changes outside its daily business activities, including changes in the legal form of the enterprise, debt restructuring, share purchase, asset acquisition, merger and division, etc. (5) Merger means that one or more enterprises (hereinafter referred to as the merged enterprise) transfer all their assets and liabilities to another existing or newly established enterprise (hereinafter referred to as the merged enterprise), and the shareholders of the merged enterprise exchange equity or non-equity payment for the merged enterprise to realize the legal merger of two or more enterprises.