我国上市公司国有企业控股的上市公司收购母公司下属子公司比较常见,同一控制下企业合并的会计处理带来了很多问题,尤其是很容易成为上市公司粉饰报表、操纵利润的一个途径。为了规避控股股东操纵上市公司利润,一方面要完善公司法人治理结构,加大监管力度;另一方面,建议监管部门考核企业时,要更多采用扣除非经常性损益后的利润指标。 The listed companies controlled by state-owned enterprises in our country are more common than the subsidiaries acquired by the parent company. Accounting treatment of the business combination under the same control has brought many problems, especially it is easy to become a way for the listed companies to gloss over their statements and manipulate profits. In order to circumvent the controlling shareholder’s profit manipulation of listed companies, on the one hand to improve the corporate governance structure, increase supervision; the other hand, the proposed regulatory agencies to assess the business, we should use more profit after deducting non-recurring profit targets.