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外文资料：

On February 15, 2006, the Ministry of Finance issued 1 item of basic accounting standards and 38 specific guidelines, the new set of accounting standards system. Standards issued, the community gave wide attention, the securities industry, business circles, academic circles gave height the opinion, think this is the second in 1993 accounting reform after another is of great significance to the accounting reform, marking China's convergence with international financial reporting standards of enterprise accounting standards system formally established, to improve the China's socialist market economic system, improve the level of opening up and accelerate China's integration into the global economy has important significance.

Also expressed their concerns and worries, mainly reflected in the following aspects: a fair value is difficult to "fair", and is very likely to become the profit manipulation tools; two is the enterprise may to adjust earnings manipulation debt restructuring, debt restructuring will once again become the darling of the securities market; three is the new standard published may induce "fair" phenomenon, which may lead to the end of 2006 enterprises will impairment assault back, at the same time accounts receivable impairment will still give listing Corporation profit adjustment leaves lots of space. These concerns whether it can become a reality? The new standards will become the corporate profits manipulation of the tool? Here we have to this a few worry about one to launch the analysis:

A moderate, fair value application

The history of our country is a listing Corporation with the fair value of profit manipulation. Fair value appeared in 1998 in "debt recombines", "non monetary transactions" specific accounting standards, after the actual operation in many companies the abuse of fair value and profit manipulation in 2001 revised guidelines by the restriction of the use of. The new criterion system in financial tool, real estate investment, not the combination under common control, debt restructuring and

non-monetary transactions etc. are carefully adopted the fair value accounting standards, thus becoming the one large window. Past episodes of "story" will repeat itself? To this one problem we analyzed from the following aspects:

First of all, the fair value of the assets can be achieved by using fair value valuation is the international accounting standards, the United States and most market economic countries accounting standards in general practice. International already crossed the "want" present value and fair value debate stage, and mainly in "how to use" stage; International did not because of "Enron event" appear and delay the study and adopt present value and the fair value of the process. From the beginning of 1975, 30 years, FASB on the fair value measurement system research has not stopped, the fair value in the accounting standards in the United States are used more and more widely. As of 2004, at the end of 12, FASB has released a total of 153 financial accounting standards, fair value accounting standards and related 60 (forever, 2005).Fair value has a profound theoretical basis for the ten, it accords with the economic income concept, the comprehensive income concept, cash flow and market price of accounting assumption, accounting goal, modern relevance and reliability of quality characteristics of accounting elements, essential characteristics, future basic accounting, value and value concept, measurement values and net surplus theory and financial statements of the primitive logic (Xie Sifone, 2005).The use of fair value can effectively enhance the relevance of accounting information for investors, creditors, and other stakeholders to provide more help to the information for decision making. Take the investment real estate, book 20000000 yuan, if the city price rises to $200000000 accounting should reflect 200000000 yuan, such information is really true and useful. If still persist in the statements that the 20000000 yuan, accounting treatment is simple, but this information does not help the decision-making of investors, even misleading. Any reform will not give up eating for fear of choking, accounting reform is no exception. In line with international standards is the direction, is to represent the general trend, this point is in the affirmative.

Secondly, suitable for the application of the fair value of the "soil" preliminary already form. Fair value is the product of the market economy. In 2003 the Central Committee made on perfecting the socialist market economic system a number of issues, symbolizes that our country market economy already from start-up to improve, the market economy status of China has been established. The securities market of our country after ten years of development and perfection, to strengthen corporate

governance, improve operational transparency, clear violations, establishing listing Corporation integrated supervision system has made great progress. China Securities Regulatory Commission promoting the share-trading reform pilot, listing and financing program, has issued a number of regulations, strengthen the listing Corporation information disclosure and fraud and strength; the Ministry of finance to increase the quality of accounting information and the CPA audit quality inspection; listing Corporation governance level rises further, CPA, assets assessment division, independent directors such as rational economic choice for listing Corporation irregularities built several "firewall"; the majority of investors in the analysis of accounting information to judge, effective screening capacity is enhanced, the effectiveness of the securities market gradually improve. In addition, after joining the WTO, large amount of foreign capital into China, financial derivatives trading activity, produce a number, different features of derivative financial instruments, such as futures (Futures), option (Options), forward contract (Forwards Contract), swap (Swaps) etc.. As the derivative financial instruments no initial net investment is required, or very few requirements of net investment, the historical cost of its incapable of action, only the fair value to carry on the accurate recognition and measurement..FASl33 stated: fair value measurement of financial instruments is the best measurement attribute, the derivative financial instruments, fair value measurement attribute is the only. Potential of time shift, which contributes to the application of the fair value of the environment is preliminary already implementation. We must adopt the development strategy view ", not" once bitten, twice shy of ten years".

In third, the fair value of the criteria in the new application is more cautious, does not lead to abuse. Compared with international financial reporting standards: China accounting standards system in determining the scope of the application of fair value, the more fully consider China's national conditions, the improvement was prudent. The use of fair value must satisfy certain conditions, in the basic guidelines in section forty-third clearly pointed out that the replacement cost, net realizable value of, present value, fair value, should be to ensure that the identified elements of accounting amounts can be obtained and the reliable measurement. In relation to specific standards, the use of fair value measurement, has clearly defined constraints. For example, in real estate investment criteria specified by the fair value measurement model, the following conditions shall be met simultaneously: one is the investment

property real estate located in active trading market of real estate; two is the enterprise can from the real estate trading market on the same or similar real estate market prices and other information, thus the investment real estate to make a reasonable estimate of fair value.

Visible in the investing real estate standards, ban contains more hypothetical valuation techniques used, only in a certain reliability on the basis that the use of fair value, and not all of the investment real estate can be applied the fair value. So as long as the strictly in accordance with the standards, fair value will really be fair.

For instance in non monetary transactions for the use of fair value, the new standards in exchange of non-monetary assets, fair value and change the carrying value of the assets included in the current profits and losses of the difference between the two conditions, namely the exchange must be commercial in nature, and a change of assets or the fair value of the assets surrendered can be measured reliably. Commercial essence refers to, must be changed in the future cash flow of the assets at risk, time and amount of assets surrendered and were significantly different, or substitution of assets and the assets surrendered the present value of estimated future cash flows are different, and the difference between the assets and the change of the fair value of the assets is more significant than the. The new guidelines are also provided to determine whether is commercial in nature, an enterprise shall pay attention to whether or not the transacting parties are related party relationship. Related party relationship may lead to the occurrence of non monetary assets exchange is not commercial in nature. These preconditions, will effectively restricted to non monetary assets exchange way of earnings manipulation behavior. From these rules, we can see that, the application of fair value is strictly restricted conditions, the fair value is not allowed to abuse.

The new standards require that the fair value to "reliable" and not "just, fair value estimate" is no longer the eraser ruler. The author thinks, fair value to be profit manipulation tools need to also have three elements: the listing Corporation management deliberate fraud, accounting audit staff lose occupation moral and securities market regulatory failure. In fact with the three elements, any system can effectively play a protective role, therefore, establishing and perfecting accounting standards supporting management system is urgent.

Two, the debt restructuring reform from the bottom

The new debt restructuring guidelines stipulated in debt restructuring gains can be included in the current profits and losses. As a debtor's listing Corporation, the new debt restructuring guidelines means that, once the creditor concessions, listing Corporation acquired interests will be directly included in the current income, into a profit report. Debt restructuring is likely to increase profits, improve earnings per share. But this approach achieved with the international convergence of financial reporting standards, reflects the essence of transaction debt restructuring, debt restructuring gains is after all the creditors rather than owners concessions, the past will not pass the profit and loss statement directly included in the capital reserve, it is under the special background of a matter of expediency, now be included in the profit and loss, is not "white" the "black", but the reform from the bottom. The new guidelines on the definition of debt restructuring, made clear only in "the debtor's financial difficulties." the premise condition, can get debt concession confirmed as debt restructuring gains. This condition will be restricted to a certain extent, the new guidelines on abuse, prevent inappropriate acknowledgement of debt reorganization gains.

Some people think that some affiliates can also through a remit a debt, a high performance to price manipulation, insider trading, is still small shareholders suffered losses. In fact, this fear is a bit much. This is because, first, for *ST and ST company, fantasy on debt restructuring benefit, reaching for the stars is futile. Because the 2004 amendment of the Shanghai and Shenzhen Stock Exchange rules, one is freed, after deducting non-recurring profits and losses, net profit is positive. Debt restructuring to listing Corporation profits, in actual accountant operation, will be included in operating income, which belongs to the non-recurring profit and loss, thus can in St, the stars are deducted from; second, has experienced more than 10 years of stock market investors' groundless talk, analysis and judgment ability and self protection consciousness had very big rise, debt restructuring guidelines requiring companies to disclose the fair value of the methods and basis for the ascertainment, investors can easily recognize the debt restructuring packaging profits, in order to make a rational choice .Investors blindly follow Zhuang, slaughter age has gone for ever.

In three, the impairment of Chinese characteristics

New guidelines for asset impairment provisions, asset impairment loss is confirmed, in the later period may not be back. It is based on the real situation of our country, last ditch of major change, it is with international accounting standards, with substantial differences in the. New guidelines for asset impairment will effectively curb the use impairment as a "secret reserve" adjusting profit situation. Guidelines for the implementation, use impairment adjusting profit space will become more and more small, the provision of manual adjustment of profits will be more and more difficult. Some people write civil point out new guidelines for asset impairment induced by releasing will "go" phenomenon, cause some "hidden profits" of the industry and Related Companies, possible impairment in 2006 will be ready to strike back, "crow change Phoenix" may reproduce. We analyze, first of all, if the listing Corporation snatches in the new guidelines before the implementation of the 2006 year rushs impairment, we must first examine whether such actions are the reasonable basis, namely the original has provision for the impairment of an asset value now is really picks up, and if so, to adjust the asset value will make the accounting information more real, related; secondly, in 2006 large red back impairment must make appropriate evidence of the original provision for the impairment of appropriateness, otherwise the previous provision is the abuse of accounting estimation results, should be in accordance with the accounting error handling, a reversal of impairment cannot be used as the 2006 annual profit. Moreover, the financial sector has been aware of this problem, and takes positive and effective measures, prevent the assault to adjust profit listing Corporation. In addition, some time ago the market that new guidelines will make A shares listing Corporation in 2006 to increase net profit 20000000000 Yuan hearsay, the survey is author's subjective, concerned media specially clarification.

Others receivables and other four impairment expressed worry, think accounts receivable (especially the "shareholders of account") will become the "eight project" of the main means of profit manipulation. In fact, in the new guidelines, receivables is as financial assets, and the depreciation detailed provisions, requires that there must be "objective evidence" of impairment to provision for impairment, such evidence includes the debtor serious financial difficulties, is likely to fail or other financial restructuring. Can be said that the criterion is more and more perfect, then the "this year that cannot take back full provision, next year 'efforts' and back", this "to practice deception" approach, which itself has violated rules, to pass the CPA audit and hid

from investors eye, I'm afraid some difficulty.

Through the above analysis, we can see some people on the new criterion a few concerns, many in reality does not exist, or is in the process of the reform of the price to be paid for, and far from their imagination so serious. But these concerns also remind standards departments in the formulation of standards to the full attention of guidelines for the technical and economic consequences, in the setting of the new guidelines in the process, give full consideration to guideline implementation may arise in the course of the various problems, and further make a specific interpretation and explanation, improving guidelines operation, improve accounting information quality.

Also need to point out in particular, accounting standards is a production of accounting information of the specification, it is to solve the problem of "how to do". On the accounting standards of the malicious misuse of guidelines for the implementation of the "people", from the perspective of the listing Corporation is the ecological problems, to strengthen supervision, occupation moral construction, improve the ability of investors screening accounting information system engineering to solve, cannot be attributed to the guidelines themselves. And the new accounting and auditing standards system come on stage; it is to promote the improvement of listing Corporation governance ecology effective measure. Say from this meaning, we are not going to worry about me, but "criteria for the beat and breathe out".

Note: ① according to the "Shanghai Stock Exchange Listing Rules (2004 Revision)" provisions, *ST indicated the presence of terminating the listing of special processing and ST risk for other special treatment.

Main references

Ministry of finance. In 2006 accounting standards for business enterprises. Economic Science Press

Yu Monishing. The 2005 fair value in the United States of America's application research. Financial theory, 9

Xie Stiffen, wearing Zili.2005 present value and fair value accounting: financial reform is the important premise of twenty-first Century. Theory and practice of Finance and economics, 9

中文资料：

2006年2月15日，财政部发布了包括1项基本准则和38项具体准则在内的新的一整套企业会计准则体系。准则发布后，社会各界给予了广泛关注，证券界、企业界、学术界人士给予了高度评价，认为这是继1993年会计改革后又一次具有重大意义的会计改革，标志着中国与国际财务报告准则趋同的企业会计准则体系正式建立，对于完善我国社会主义市场经济体制、提高对外开放水平和加速中国融入全球经济都具有重要意义。

也有人道出自己的担心与忧虑，主要体现在以下几个方面：一是公允价值难达“公允”，并极有可能成为利润操纵的工具；二是企业可能操纵债务重组来调节收益，债务重组会再度成为证券市场的宠儿；三是新准则的出台会诱发“赶集”现象，即可能会导致2006年年底前企业将减值准备突击冲回，同时应收账款等减值准备仍然会给上市公司调节利润留下很大空间。这些担忧是否真的会变成现实？新准则会否成为企业进行利润操纵的工具？下面我们就对这几点担忧一一展开分析：

一、公允价值适度运用

我国历史上确实出现过上市公司借助公允价值操纵利润的情况。公允价值在1998年出现于“债务重组”、“非货币性交易”等具体会计准则中，后因实际运行中出现很多公司滥用公允价值操纵利润的情况而在2001年修订后的准则中被限制使用。新准则体系在金融工具、投资性房地产、非共同控制下的企业合并、债务重组和非货币性交易等方面均谨慎地采用了公允价值，从而成为本次会计准则的一大亮点。过去发生的“故事”会重演吗？对这一问题我们从以下几方面分析：

首先，对可以取得公允价值的资产采用公允价值计价是国际会计准则、美国及多数市场经济国家会计准则的普遍做法。国际上早已越过“要不要用”现值和公允价值的争论阶段，而主要进入“如何用”的阶段；国际上也丝毫没有因“安然事件”的出现而延缓研究与采用现值和公允价值的进程。从1975年开始的30年来，FASB对公允价值计量体系的研究始终没有间断过，公允价值在美国会计准则中的运用也越来越广泛。截止2004年12月底，FASB共发布了153个财务会计准则，与公允价值有关的会计准则有60个（于永生，2005）。公允价值有深

厚的十大理论基础，它符合经济收益概念、全面收益概念、现金流量制和市场价格会计假设、现代会计目标、相关性和可靠性质量特征、会计要素的本质特征、未来会计确认的基础、现值和价值理念、计量观和净盈余理论以及财务报表的本原逻辑（谢诗芬，2005）。公允价值的运用能有效地增强会计信息的相关性，为投资者、债权人等众多利益相关者提供更加有助于其决策的信息。就拿投资性房地产来说，账面2000万元，如果市价涨到2亿元会计上就应该反映2亿元，这样的信息才真正真实有用。如果仍然坚持在报表上显示2000万元，会计处理倒是简单了，但这种信息不仅不能帮助投资者进行决策分析，甚至还会误导。任何改革都不能因噎废食，会计准则的改革也不例外。与国际接轨是方向，是大势所趋，这一点是应该肯定的。

其次，适宜于公允价值应用的“土壤”已初步形成。公允价值是市场经济的产物。2003年中央做出关于完善社会主义市场经济体制若干问题的决定，标志着我国的市场经济已经由初创转向完善，中国的市场经济地位已经确立。我国的证券市场经过十几年的发展和完善，在强化公司治理，提高运作透明度，清理违规行为，构建上市公司综合监管体系方面有了很大的进步。中国证监会推进股权分置试点，改革了上市和再融资的程序，颁布了大量监管规章，加强了上市公司信息披露和舞弊查处的力度；财政部加大了对会计信息质量和注册会计师审计质量的监督检查；上市公司内外治理水平进一步提高，注册会计师、资产评估师、独立董事等的理性经济选择为上市公司的违规行为构筑了多道“防火墙”；广大投资者对会计信息进行分析判断、有效甄别的能力也有所加强，证券市场的有效性逐步提高。此外，加入WTO以后，大量外国资本涌入我国，金融衍生产品交易活跃，产生了数量众多、特征各异的衍生金融工具，如期货（Futures）、期权（Options）、远期合约（Forwards Contract）、互换（Swaps）等。由于衍生金融工具不要求初始净投资，或要求很少的净投资，历史成本对其无能为力，只有公允价值才能对其进行准确的确认和计量。。FASl33明确表示：公允价值是计量金融工具最佳的计量属性，对衍生金融工具而言，公允价值是唯一的计量属性。势异时移，这些有助于公允价值应用的环境已初步实现。我们必须采用发展的战略的眼光看待问题，不能“一朝被蛇咬，十年怕井绳”。

第三，公允价值在新准则中的应用较为谨慎，不会导致滥用。与国际财务报告准则相比：我国企业会计准则体系在确定公允价值的应用范围时，更充分地考虑了我国的国情，作了审慎的改进。公允价值的运用必须满足一定的条件，在基本准则第四十三条中就明确指出采用重置成本、可变现净值、现值、公允价值计量的，应当保证所确定的会计要素金额能够取得并可靠计量。在有关具体准则中，对采用公允价值计量的，都有明确规定的限制条件。比如在投资性房地产准则中

就明确规定采用公允价值模式计量的，应当同时满足下列条件：一是投资陛房地产所在地有活跃的房地产交易市场；二是企业能够从房地产交易市场上取得同类或类似房地产的市场价格及其他相关信息，从而对投资性房地产的公允价值做出合理的估计。

可见在投资性房地产准则中，禁止含有较多假设的估值技术的应用，只有在具有一定的可靠性的基础上才能够使用公允价值，并不是所有投资性房地产都可以采用公允价值。因此只要严格地按照准则实施，公允价值就会真的做到公允。

再比如在非货币交易中对于公允价值的运用，新准则规定了在非货币性资产交换时，公允价值与换出资产账面价值的差额计入当期损益的两个前提条件，即该项交换必须具有商业实质，并且换人资产或换出资产的公允价值能够可靠计量。商业实质是指，必须是换入资产的未来现金流量在风险、时间和金额方面与换出资产显著不同，或者是换人资产与换出资产的预计未来现金流量现值不同，且其差额与换入资产和换出资产的公允价值相比是重大的。新准则还规定在确定是否具有商业实质时，企业应当关注交易各方之间是否存在关联方关系。关联方关系的存在可能导致发生的非货币性资产交换不具有商业实质。这些前提条件，将有效制约以非货币性资产交换的方式操纵收益的行为。从这些规定中，我们可以看出，公允价值的应用是有严格的限制条件的，公允价值不允许被滥用。

新准则要求公允价值要“持续可靠取得”而不是“估估而已”，公允价值不再是橡皮尺子。笔者认为，公允价值要想成为利润操纵的工具需要同时具备三个要素：上市公司管理层蓄意造假、会计审计人员失去职业道德与证券市场监管失灵。事实上具备了这三个要素，任何制度也不能有效发挥防护作用，因此，建立健全与会计准则配套的管理制度尤为迫切。

二、债务重组正本清源

新的债务重组准则中规定债务重组利得可以计入当期损益。对作为债务人的上市公司而言，新的债务重组准则意味着，一旦债权人让步，上市公司获得的利益将直接计入当期收益，进入利润表。债务重组确实有可能增加当期利润，提高每股收益。但这种做法实现了与国际财务报告准则的趋同，体现了债务重组交易的实质，债务重组利得毕竟是债权人而不是所有者做出的让步，过去将其不经过损益表直接计入资本公积，实在是特殊背景下的权宜之计，现在将其计入损益，不是“白”的变“黑”，而是正本清源。新准则在债务重组的定义中，明确了只有在“债务人发生财务困难的情况下”的前提条件，才可以对获得的债务的让步确认为债务重组利得。这个前提条件将在一定程度上制约对新准则的滥用，防止不恰当的确认债务重组利得。

有人认为一些关联方还可以通过一面豁免债务、一面做高业绩来操纵股价、搞