Bypass to reduce tax gap before the Employee v. Conch Peace Trust

April 11 3 o'clock in the afternoon, Chen Zhaobin and other 13 people sued Ping An trust, conch cement (600585.　　SH), Conch Venture and Conch Group Trade union case, in Anhui Province Wuhu court hearing.　　Reporter to understand, 2007-2009 years from the Chen Zhaobin, and other people from the conch, request the court to confirm its to Di Hong Kong conch, Zongyang Conch, Chizhou conch and tongling conch related rights and interests, accordingly, they should enjoy the above four companies related rights and interests of the trust of the Conch Equity.　　And the Defendant Conch Group trade union related personage in the court stated, Chen Zhaobin and other people because have left, so his departure should be in accordance with the relevant provisions of the company, repaying its holding di Hong Kong Conch 4 company corresponding shares.　　Prior to this, Wuhu Yijiang District Court has conducted a first instance judgment, the lost Chen Zhaobin and other people to Wuhu Court appeal. Public data show that since last June, Ping An trust began to significantly reduce the conch cement, the second half of the year to reduce the total number of shares amounted to 331 million shares.　　Since this year, the intensity has weakened, as of April 7, the reduction of shares of 19.965 million shares.　　According to the reporter not complete statistics, last June to date, ping An trust cumulative reduction of 351.4 million shares conch cement, the cumulative amount of about 7.2 billion yuan.　　Such a huge amount of cash, the general legal entity to reduce the distribution to the hands of individuals, will pay huge corporate income tax and personal income tax.　　However, this part of the actual owner of the shares Conch group trade unions, a few twists and ends with the identity of Ping An trust to complete the reduction, to evade the purpose of paying income tax.　　However, it is precisely because of the more complex procedures, making conch cement and conch group trade unions and exposure to the peace trust in the front, to get into a lawsuit.　　Bypass reduction for tax avoidance everything has to start from 2006 Conch Cement directional additional.　　July, the completion of the reform of the conch Cement, Conch Group and the decision to launch a share of the conch venture to buy both holdings of about 4.1 billion yuan, that is, di Hong Kong Conch 49% Equity, Zongyang Conch 49% Equity, Chizhou Conch 49% Equity and Tongling Conch 31.86% equity. It is worth mentioning that, the previous one months, the Conch group trade unions have entrusted to the Peace Trust management.　　Since then, the Peace Trust will be part of the stake to 3.83 billion yuan to the Conch venture, the latter in the subsequent launch of the targeted additional in the purchase of Conch Cement 288 million shares.　　However, Conch venture investment of the assets of 3.83 billion yuan transfer price is not paid, but with the Ping An trust signed a supplementary agreement, agreed to subscribe to the new shares 3 years after the completion of the 3 months, and the Peace Trust to pay the annual relative to the transfer price of 1%, as a deferred payment compensation. In fact, the logic of this operation at a glance.　　Conch Venture to transfer the price of 1% per annum, access to peace Trust Bridge loans, until May 26, 2010 after the lifting of the shares to repay. It is puzzling that, in February 2009, the Ping An trust in the conch venture in arrears of 76.6 million yuan for the two-year deferred payment of compensation, the request to recover 2.8203.8 million shares in 800 million shares.　　The request was finalized by the Wuhu Arbitral Commission and eventually in July 2009.　　However, all this is only superficial.　　November 11, 2010, Ping An trust disclosed the change of interest, said that it is only the Conch Cement Equity Trust trustee, and the client is Conch Group trade union; All of its reduction is also "according to the orders of the client Group Union" completed.　　In fact, as the Conch Group trade union, its shares to the conch venture to take a more than a procedure through arbitration adjudication to the Ping An trust to reduce, the core behind it is bypass tax avoidance. Relevant investment bankers said that from the process of directional and restricted shares reduction, it may involve three parts: first, the stock injection of Conch venture into the listed companies before the evaluation of value-added parts to pay 33% of value-added tax; the second is the Conch Venture two market reduction to pay 25% of corporate income tax　　Third, to reduce some of the investment income eventually returned to the trade union members to pay 20% personal income tax. At present, the reporter did not from the Conch Cement Bulletin found in the Conch venture to pay value-added tax related data.　　and Conch Venture investment in the stake by the Peace Trust, after the two parts of the tax is exempt.　　Bypass reduction of tax avoidance gap before employees v. Conch, Ping An trust under the relevant provisions, trust companies for more than 12 months, after the reduction of shareholding will no longer need to pay the relevant income tax, but the trust shareholders in the dividend should pay income tax.　　Reporter to understand that, ping an trust to accept Conch Group trade unions to reduce the shareholding, the enterprise income tax and personal income tax are not paid according to law.　　Relevant people told reporters, generally speaking, if the trade union members need to reduce the Conch Group trade union for holding the corresponding conch cement shares, the first to the Conch Group Union application (including what price reduction), after the implementation of the model is broadly divided into two kinds.　　The first model is the Conch group of trade unions submitted by the union members of the reduction application to inform the Peace Trust, the latter in the reduction of the relevant costs, will reduce the cash funds directly into the union members in Ping An bank Shanghai branch opened the personal account.　　The second model is the Ping an trust to enter the corresponding cash in the individual shareholder account opened by the Union member, and then help it to buy the corresponding shares, which also need to deduct the stamp duty and the related expenses. According to the Conch Group of trade union members before and after August 2009 and the union signed the confirmation and authorization, the above mentioned "related expenses" mainly includes two parts: part of the trade union members personally for the 4 companies such as Di Hong Kong Conch Original investment and injection conch cement 13.3 yuan per share of market value of 20% income tax,　　The other part is the management fee charged by the Ping An trust in accordance with 0.05 yuan per share.　　From the part of the press contact has been reduced to the Conch Group members (employees) of the specific situation, they said that 13.3 yuan and reduce the difference between the price does not need to pay income tax.　　The dispute of the employee shares the lawsuit April 11 afternoon, Wuhu Court hearing Chen Zhaobin case. AccordingThe reporter understands, once was conch cement staff's Chen Zhaobin 2000 successively to purchase the Conch group to buy the Luo harbor Conch and so on 4 company original stock; July 13, 2006, Chen and the above 4 company shares the employee, and the Conch Group trade union signed "confirms and authorizes the book",　　That is, Chen Zhaobin holds the above 4 companies corresponding equity transfer to the Conch venture, at the same time authorized Conch Group trade union written instructions Ping An trust and conch venture to sign the transfer of equity agreement. Conch Venture to take over the above equity, conch Cement start directional additional.　　July 2009, Conch Venture cast will be 288 million conch cement 203.8 million shares, to share debt through arbitration awarded to the Peace Trust.　　In August of that year, Conch Group trade union and conch cement requirements of the relevant shareholders issued the confirmation letter and the confirmation and authorization book, such as an employee Zheng Jie (alias) based on the right to benefit from the trust of the Conch VC total of 254,000 of claims, was confirmed to be 17458 conch Cement and for the Conch venture 21809 Yuan claims.　　However, Chen Zhaobin, who left office in October 2008, was not notified of the signing of the letter of confirmation, and the other 12 people who took part in the prosecution were separated.　　According to the reporter understands, Chen Zhaobin and so on 13 people holds the Di Harbor conch and so on 4 company equity, if according to Afore-mentioned confirmation, approximately relates to conch cement nearly 1 million shares (except right before), but at present and Chen Zhaobin and so on person situation similar to have more than 60 people.　　Chen Zhaobin, deputy lawyer Boshanjun that the above 13 people signed the confirmation and authorization July 13, 2006, May 25, 2007, this part of the shares were officially delivered to the Conch venture, their rights have been converted to the Conch venture capital transfer price of the claim. July 15, 2009, the Wuhu Arbitration Commission ruled that Conch venture to hold 203.8 million shares of conch cement 2.7109 million yuan equity transfer funds.　　So far, the rights and interests of Chen Zhaobin have been transformed, so the rights arising from the performance of the arbitral award shall belong to the plaintiff, Chen Zhaobin, etc.　　However, as the defendant of the Conch Group trade union that, since Chen Zhaobin and other people have left, the relevant shares should be held in accordance with the relevant provisions of internal staff repaying. According to the conch group of "Anhui conch staff members of the General Assembly Special Resolution" (May 27, 2007), directional additional completion of the settlement after the closing of the three-year lock-up period, the stock recovery method is in accordance with the September 30, 2006 for the Di Hong Kong Conch 4 companies per share of net assets multiplied by the number of shares,　　The total amount of the transfer of shares transferred to the Conch VC minus the remainder of the above amount, as from May 25, 2007, each year in accordance with the One-third conversion price.　　Take Chen Zhaobin as an example, if according to the Conch Group trade union calculation method, its 2000 investment of about 230,000 Yuan 4 shareholders equity, will eventually recover more than 300,000 yuan. And according to the way its lawyers estimate in the absence of separation, Chen's investment will contract 147,800 Conch Cement and 174,400 yuan on the conch venture on the claim; even with the injection price of 13.3 yuan per share, 147,800 Conch Cement will also be worth 1.96 million yuan, and after 10 to 10 shares of conch Cement, April 13 closing price of 41.62 yuan, the market value of about 12.3 million yuan.　　This is also the root of the mutual intransigence. April 11, Wuhu in court after hearing no court decision, the end of the trial before the judge to the original defendant to the two sides to make a proposal to settle outside the court, both sides expressed that they could consider. Responsible Editor: NF045