The company's acquisition of shares at a low price and selling them at a high price when they change hands are questioned

This article through the forwarding of the new tax network to buy low and sell high equity! Yutaiwei's tax planning was questioned and prompted that: the tax authorities in charge of equity transfer income declared in accordance with the Measures for the Administration of Individual Income Tax on Equity Transfer Income (for Trial Implementation) can verify the equity transfer income if it is obviously low and without proper reasons;

Article 13 The income from equity transfer that meets one of the following conditions is obviously low, and it is deemed that there are legitimate reasons:

（1） An effective document can be issued to prove that the production and operation of the invested enterprise are significantly affected due to the adjustment of national policies, resulting in the transfer of equity at a low price;

（2） Inherit or transfer the equity to the spouse, parents, children, grandparents, grandchildren, grandchildren, brothers and sisters who can provide legal proof of identity relationship, as well as the caregivers or supporters who assume the obligation to directly support or support the transferor;

（3） The internal transfer of shares held by the employees of the Company that cannot be transferred externally, as stipulated by relevant laws, government documents or the Articles of Association of the Company, and fully proved by relevant materials that the transfer price is reasonable and true;

（4） Other reasonable circumstances under which both parties to the equity transfer can provide effective evidence to prove its rationality.

In the case, if the shareholder transfers his/her equity at a low price without proper use, he/she may be verified and expropriated

Risk reminder

Equity transfer company and individual

Risk industry

All industries

Risk point

Individual income tax on equity transfer

Expert suggestion of Yijiu

Finance and taxation is a highly professional knowledge field, which is constantly updated. It needs to follow the policy closely and deal with it correctly and timely. It is suggested that enterprises should constantly update and strengthen financial and tax knowledge to avoid being punished due to lack of business level.

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key word

Individual income tax on equity transfer

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Opening and cancellation of agency IPO consulting, tax compliance planning, expert consulting

Buy low and sell high! Yutaiwei's tax planning is questioned

New tax network

Relying on Huawei, Xiaomi and other star shareholders, Yutai Microelectronics Co., Ltd. (hereinafter referred to as "Yutai Microelectronics"), which has been established for less than six years, is promoting its IPO. Recently, Yu Taiwei responded to the first round of regulatory inquiries and released more details of equity trading.

Especially in May and June last year, Shi Qing and Ouyang Yufei, the two actual controllers of Yutaiwei, transferred their equity to Talos, an affiliated enterprise, at a low price, and then transferred it to Talos. The equity transfer price soared.

However, this way of buying low and selling high and indirectly reducing holdings was questioned by the regulatory authorities as benefit transfer, but Yutai Micro replied that it was mainly based on tax planning considerations.

Equity transaction price is concerned

According to the public information, Yutaiwei was founded on January 25, 2017, and has experienced 8 equity transfers and 3 capital increases so far. At present, the real controllers of Yutai Micro are Ouyang Yufei and Shi Qing, who control 42.309% of the shares in total.

In 2021, Ouyang Yufei and Shi Qing, the actual controllers of Yutaiwei, intend to reduce their holdings of a small number of shares. Therefore, Ouyang Yufei and Shi Qing will transfer their registered capital of 311200 yuan (4.00% of the registered capital of the company at the time of transfer) to the management partnership (general partnership) of Taros Enterprise in Ma'anshan City (hereinafter referred to as "Taros") on April 8, 2021 for a consideration of 4757200 yuan. Soon, on April 23, 2021, Talos transferred its 311200 yuan registered capital of Yutaiwei (accounting for 4.00% of the company's registered capital at the time of transfer) to Gaochuang Venture Capital, Nova Xingyun, Tianchuang Hexin and Qiao Beijingchen for a consideration of 120 million yuan.

It should be noted that in the consideration for the aforementioned transfer of the issuer's equity, the actual controller's transfer to Talos was determined to be 15.28 yuan/registered capital based on the net assets per share at that time. The determination of the consideration for the equity transfer mainly considered the transfer of shares among the transferred relatives and the convenience of subsequent external transfer; Thereafter, the external transfer price of Talos was 385.54 yuan/registered capital.

However, Talos is not an ordinary company. The company was established in January 2021 by the spouse of Ouyang Yufei, the actual controller of Yutaiwei, and the father of Shi Qing as a partner. When it was established, the capital contribution was 500000 yuan, and the paid in capital was 0 yuan. In June 2021, Talos transferred all the equity of Yutaiwei to Nova Nebula, Gaochuang Venture Capital and other companies. Later, Talos was cancelled on August 30, 2021.

That is to say, Talos started with 4.7572 million yuan and sold 120 million yuan. Within one month, the relatives of the actual controller of Yutaiwei made a net profit of 115 million yuan by reselling the equity of Yutaiwei.

For tax planning considerations

For the above equity transactions, regulatory concerns and inquiries have been aroused.

The Shanghai Stock Exchange pointed out in the Inquiry Letter on the Examination of the Application Documents for the Initial Public Offering of Shares by Yutai Microelectronics Co., Ltd. and Its Listing on the Science and Technology Innovation Board (SZKS (Examination) [2022] No. 334) that, "Why Ouyang Yufei and Shi Qing did not directly transfer their equity to Nova Nebula and their reasonableness; in combination with the equity background of Hubble Technology, Nova Nebula and other customers and the relevant agreements, the basis for equity pricing, the source of funds and payment, explain whether there are relevant agreements on procurement and performance, the fairness of equity transfer pricing, the purchase and sale transactions with the issuer before and after equity investment, the fairness of transaction prices, and whether there is benefit transfer Or other interest arrangements, whether they involve share based payment. "

Yu Taiwei replied publicly that this was mainly based on tax planning considerations.

"The reason for Taros' relevant equity transfer arrangements is that Ouyang Yufei and Shi Qing, the actual controllers of the company, intend to reduce some of their shares. At the same time, shareholders such as Nova Xingyun are optimistic about the future development prospects of the company and plan to invest in the company. For tax planning considerations, Ouyang Yufei and Shi Qing transferred their shares to Taros, and then Taros transferred them to Nova Xingyun and other shareholders. The above equity transfer arrangements do not involve the issuer's withholding and payment of taxes And will not cause any substantial obstacles to the IPO. Shareholders such as Nova Xingyun invested in the company because they were optimistic about the future development prospects of the company. The share price was determined by all parties through consensus based on comprehensive consideration of the company's operating conditions and future profits. The pricing was reasonable and fair. The company did not obtain more commercial benefits by transferring shares to shareholders. The Company sells products to shareholders or their related parties at a price that is not significantly different from that of other customers. The transaction price between the two parties is fair, and there is no benefit transfer or other benefit arrangement. " Yu Taiwei said in the announcement.

At the same time, with regard to the tax planning of the above equity transfer, Ouyang Yufei and Shi Qing, the actual controllers of Yutaiwei, issued a special commitment: if the expenses are recovered by the competent tax authorities due to the external transfer of the company's equity by Talos, I will bear all taxes and other expenses in accordance with the law, in full and in a timely manner; If the Company is punished by the competent tax authority or suffers other losses as a result, all expenses or losses arising therefrom shall be borne by the Company in full.

"To sum up, Ouyang Yufei and Shi Qing do not directly transfer their equity to Nova Xingyun and other shareholders based on tax planning, so the equity transfer is reasonable." Yu Taiwei said