可参考：《瑞华研究2010～2016汇编》之“问题3-2-74（以子公司控股股权对被购买方增资实现对被购买方非同一控制下合并的处理）”。
当被收购的上市公司不构成业务时，按照上述办法计算确认的合并报表层面商誉应改为管理费用。这种做法是类似于股份支付费用的处理。因为在重组方（B的原控股股东）的合并报表层面，不能适用财会函[2008]60号文中的“权益性交易”规定，而是视同合并主体自身发行股份取得上市公司A的现有股份，发行股份的公允价值超出取得上市公司可辨认净资产公允价值的差额属于未取得明确的可辨认资产或服务，故确认费用。
IFRS 2.13A: In particular, if the identifiable consideration received (if any) by the entity appears to be less than the fair value of the equity instruments granted or liability incurred, typically this situation indicates that other consideration (ie unidentifiable goods or services) has been (or will be) received by the entity. The entity shall measure the identifiable goods or services received in accordance with this IFRS. The entity shall measure the unidentifiable goods or services received (or to be received) as the difference between the fair value of the share-based payment and the fair value of any identifiable goods or services received (or to be received). The entity shall measure the unidentifiable goods or services received at the grant date. However, for cash-settled transactions, the liability shall be remeasured at the end of each reporting period until it is settled in accordance with paragraphs 30–33.