Hong Kong Accounting Guidelines
The following Questions and Answers (Q&As) are developed by staff of the Hong Kong Institute of Certified Public Accountants (HKICPA). These are informal staff views and do not represent the official views of the HKICPA Council, standard setting committees, HKICPA management or other staff members of the HKICPA. The HKICPA and its staff do not accept any responsibility or liability in respect of the views expressed and any consequences that may arise from any person acting or refraining from action as a result of any materials below. Members of the HKICPA and other users of these materials should read the original text of the Accounting Guideline 5 (Revised) Merger Accounting for Common Control Combinations in the HKICPA Members’ Handbook for further reference and seek professional advice when considering the materials below. If you could not find your question, please kindly submit your enquiry to us (see link).
Q&As on Amendments to Accounting Guideline 5 (Revised) (effective from annual reporting periods commencing on or after 1 January 2028)
In September 2026, the HKICPA issued amendments to AG 5 to address stakeholder feedback on outstanding issues identified in the 2016 post-implementation review of AG 5. The key amendments are:
- Scope of AG 5 – clarifying the scope by adding references to the definitions of “business” and “business combination” in HKFRS 3 Business Combinations;
- Controlling party and carrying values – clarifying that judgement is required to determine which controlling parties’ perspective should be used to recognise the net assets of the acquired business or entity, and requiring disclosure of the basis for that determination;
- Shares issued as consideration – requiring disclosure of the measurement approach for shares issued as consideration, rather than prescribing a single method for all types of common control combinations; and
- Restating comparatives – introducing a practical expedient that allows entities not to restate comparatives, unless such restatement is required by applicable laws or regulations.
The amendments shall be applied prospectively to common control combinations that occur on or after the beginning of the first annual reporting period beginning on or after 1 January 2028, with early adoption permitted.
Answer
No. The amendments do not change the scope of common control combinations that fall within the scope of AG 5. Instead, they clarify the existing scope by adding references in AG 5.2 and AG 5.5 to the definitions of “business” and “business combination” in Appendix A of HKFRS 3.
These definitions are not new to HKFRS 3. They have formed part of HKFRS 3 since the HKICPA issued the Amendments to HKFRS 3 Definition of a Business in 2019. Accordingly, when AG 5 is read together with these established definitions, it becomes clear that a combination of entities that does not constitute a business would not meet the definition of a business combination. As a result, common control combinations that do not involve businesses fall outside the scope of AG 5.
As the amendments to the scope of AG 5 are clarificatory in nature, they are not expected to have a significant impact on existing practices.
| Q2. | Do the amendments specify which controlling parties' perspective and carrying values must be used? |
Answer
No. The amendments do not prescribe a specific level of controlling party for applying merger accounting. Instead, AG 5.9A adopts a principles-based approach, requiring entities to determine the most appropriate controlling parties’ perspective for recognising the existing book values of the assets, liabilities and equity of the combining entities or businesses, taking into account the facts and circumstances of the transaction and the principle of providing useful financial information to users of financial statements, as set out in paragraph 2.4 of the Conceptual Framework for Financial Reporting.
This judgement is particularly relevant in multi-layer group structures with more than one level of controlling party or parties, such as immediate, intermediate or ultimate parent level. As the existing book values of the combining entities or businesses may differ depending on which controlling parties’ perspective is applied, the determination of the appropriate controlling party can affect the amounts recognised in the consolidated financial statements of the combined entity.
Given the judgement involved, AG 5.19(c) requires entities to disclose the basis for that judgement and the name of the controlling party identified under AG 5.9A if it differs from the ultimate controlling party disclosed in AG 5.19(b).
Answer
No. The HKICPA decided not to mandate a single measurement approach because common control combinations arise in a variety of circumstances, and different measurement approaches may be appropriate depending on the facts and circumstances of each transaction. As the amendments do not introduce any new measurement requirements, they are not expected to result in substantial changes to existing practice. Entities may therefore continue to apply their current measurement approach, provided it is appropriate in the circumstances.
To enhance transparency, the amendments introduce a new disclosure requirement in AG 5.19(g), requiring entities to disclose how shares issued as consideration have been measured. This information provides users of financial statements with information about the measurement approach, helping them understand, compare and evaluate the effects of the transactions, without imposing a significant additional burden on entities.
Answer
The practical expedient in AG 5.11A allows entities to present the income, expenses, assets, liabilities and equity of the acquired entity or business prospectively from the combination date, without restating comparative information.
Where an entity applies the practical expedient:
- The expedient should be applied consistently to similar common control combinations in accordance with HKAS 8.13.
- AG 5.20A requires ordinary shares issued as part of a common control combination to be included in the calculation of the weighted average number of ordinary shares only from the combination date for the purpose of calculating earnings per share (EPS). Accordingly, basic and diluted EPS for comparative periods remain unchanged and continue to be presented as previously reported.
- Additional disclosures are required. Under AG 5.17, an entity is required to disclose its use of the practical expedient.
The Appendix to AG 5 includes illustrative examples on how the transition provisions in AG 5.21 apply when comparatives are not restated (Example 2B) and compare the resulting effects with a scenario where comparatives continue to be restated (Example 2A).
| Q5. | How should an entity decide whether to apply the practical expedient not to restate comparative information? |
Answer
AG 5 does not prescribe any specific criteria for applying the practical expedient. An entity should apply judgement based on its specific facts and circumstances and consider whether the resulting information would be useful to users of the financial statements. In making this assessment, the entity may consider factors such as:
- Applicable regulatory requirements;
- Information needs of users of financial statements;
- Practical challenges in obtaining reliable historical information for the acquired entity or business; and
- The costs and benefits of restating comparatives.
It is important to note that, in certain circumstances, entities are generally required to restate comparatives for common control combinations and therefore cannot apply the practical expedient. For example:
- Pre-IPO common control combinations, where restated financial information is mandated by relevant capital market regulations; and
- Companies dually listed on the Stock Exchange of Hong Kong and the stock exchanges in Chinese Mainland (such as Shanghai Stock Exchange or Shenzhen Stock Exchange) that apply China Accounting Standards for Business Enterprises (“CASBE”) in their annual financial statements. These entities, to which AG 5 does not apply, must continue to ensure compliance with the relevant requirements in CASBE.
Answer
The amendments shall be applied prospectively to common control combinations that occur on or after the beginning of the first annual reporting period beginning on or after 1 January 2028. Early adoption is permitted.
On initial application of the amendments, an entity that elects the practical expedient is not required to reverse any pre-combination financial information included in previously restated comparative periods for common control combinations occurring before the application of the amendments.
