会计学院知识库

并购重组作为企业通过外延式投资来实现自身发展壮大的重要方式，在整合资源、推动产业转型升级、增强自我竞争力、实现高质量经济发展等方面发挥着重要作用。在企业并购热潮中，业绩承诺成为其重要组成部分：一方面业绩承诺可以降低信息不对称，有利于促进估值合理定价、降低交易成本、提高并购效率、实现公平交易，另一方面可以降低并购方收购不良资产的风险，保护中小投资者的利益。但是业绩承诺在实际应用中并未达到上述效果，被并购方由于过于乐观或出于获取高对价的目的，很可能会做出高于企业自身盈利能力的业绩承诺，在无法实现承诺时，为避免高额赔偿便会进行财务舞弊；并购方由于对子公司的管理不到位未发现子公司的财务造假或出于对本公司商誉、股价等的权衡，通常不会主动对外公布子公司舞弊的事实。因此，带有业绩承诺的审计项目，被审计单位的舞弊动机很强，其审计难度要高于普通的年报审计，如何精准识别、评估审计风险，有针对性地设计审计程序，高质、高效完成审计业务已成为注册会计师关注的重点。

本文通过航天通信并购智慧海派签订三年期限业绩承诺这一典型案例，分析业绩承诺下的审计风险。首先，本文梳理了国内外关于业绩承诺、审计风险、以及业绩承诺下审计风险的研究成果，同时介绍了相关核心概念与理论基础。接着，具体阐述了并购双方的基本情况、并购过程、业绩承诺的内容和完成情况，财务舞弊的手段以及审计结果。然后在前文基础上，从宏观上对业绩承诺下审计风险的形成机制进行分析，并根据业绩承诺的阶段特点详细分析了业绩承诺签订前、执行中、到期后三个阶段审计风险的形成路径以及不同阶段的重大错报风险和检查风险。分析发现，业绩承诺签订前的审计风险主要有标的公司选择风险和估值风险；在业绩承诺期限内主要存在被并购方为完成业绩而进行财务舞弊的风险、并购方对子公司整合管理不到位的风险、内部控制风险等，业绩承诺到期后主要存在商誉减值风险。最后本文提出具有针对性的应对措施，希望能够帮助注册会计师在涉及业绩承诺的审计业务中，有效识别和控制审计风险。

As an important way for enterprises to achieve their own development and growth through extended investment, mergers and acquisitions play an important role in integrating resources, promoting industrial transformation and upgrading, enhancing self-competitiveness, and achieving high-quality economic development. In the boom of enterprise mergers and acquisitions, performance commitment has become an important part of it: on the one hand, performance commitment can reduce information asymmetry, which is conducive to promoting reasonable valuation pricing, reducing transaction costs, improving M&A efficiency, and achieving fair transactions, on the other hand, it can reduce the risk of acquirers acquiring non-performing assets and protect the interests of small and medium-sized investors. However, the performance commitment does not achieve the above effect in actual application, and the acquired party is likely to make performance commitments higher than the company's own profitability because it is too optimistic or for the purpose of obtaining high consideration, and when the commitment cannot be achieved, financial fraud will be carried out in order to avoid high compensation; Due to the inadequate management of the subsidiary, the acquirer does not discover the financial fraud of the subsidiary, or out of weighing the company's goodwill, stock price, etc., and usually does not take the initiative to disclose the fact of the subsidiary's fraud. Therefore, for audit projects with performance commitments, the audited units have a strong incentive for fraud, and their audit difficulty is higher than that of ordinary annual report audits, how to accurately identify and assess audit risks, design audit procedures in a targeted manner, and complete audit business with high quality and efficiency has become the focus of CPAs.

This paper analyzes the audit risks caused by performance commitments as a source of risk through the typical case of aerospace communications' acquisition of smart Shanghai signing a three-year term performance commitment. Firstly, this paper summarizes the research results on performance commitment, audit risk, and audit risk under performance commitment at home and abroad, and introduces the relevant core concepts and theoretical foundations. Then, the basic situation of the merger and acquisition parties, the merger process, the content and completion of performance commitments, the means of financial fraud and the audit results were elaborated. Then, on the basis of the foregoing, the formation mechanism of audit risks under performance commitments is analyzed from a macro perspective, and the formation path of audit risks in three stages: before, during and after the signing of performance commitments, as well as the risk of major misstatement and inspection at different stages are analyzed in detail according to the characteristics of the stage of performance commitments. The analysis found that the audit risks before the signing of the performance commitment mainly included the target company selection risk and valuation risk; During the performance commitment period, there are mainly risks of financial fraud by the acquired party to complete the performance, the risk that the acquirer does not manage the integration of subsidiaries in place, internal control risks, etc., and there is mainly the risk of goodwill impairment after the performance commitment expires. Finally, this paper proposes targeted countermeasures, hoping to help CPAs effectively identify and control audit risks in audit business involving performance commitments.