会计学院知识库

       业绩承诺在一定程度上可以缓解并购双方之间的信息不对称，作为一种契约关系的维护手段，能够在促进融资的同时提升并购效率，在并购交易中已被广泛应用。另外，我国不断修订与重大资产重组相关的法规制度，进一步释放了政策支持并购重组的信号，随着相关政策的支持，资本市场上的并购活动可能会更加频发，但背后的问题也日益突出，有些公司希望通过并购取得额外利益，经常会作出与实际经营不符的承诺，使得企业承受的经济负担过重，为了避免业绩不达标导致的补偿，被并购企业可能会进行财务造假，这在一定程度上增加了会计师事务所的审计风险。因此，对于业绩承诺引发的审计风险的识别与防范，应当引起注册会计师的重视。
       本文在梳理了国内外学者对业绩承诺、审计风险的研究，并对相关概念和理论进行阐述的基础上，以大华会计师事务所审计长园集团的并购案为研究对象，从我国业绩承诺的制度发展出发，首先介绍当前我国上市公司的并购重组以及业绩承诺运用现状，并对业绩承诺引发的审计风险进行共性分析，为下文做好铺垫；接着立足并购全过程，从长园集团并购案入手，简要说明并购方和被并购方的概况，以及并购动因和业绩补偿规定，然后对被并购方在高额业绩压力下的舞弊手段详细分析，再结合风险导向审计理论，从其两个维度深入研究业绩承诺引发的审计风险；最后根据前文分析出的具体问题提出针对性的审计风险控制措施。通过本文分析可以发现：签订业绩承诺的企业舞弊动机明显增强，审计风险高于普通的审计业务；不合理的业绩承诺存在高估值、高溢价和高商誉现象，需要注册会计师重点关注。希望通过本文的研究能为注册会计师提供一定的参考，帮助他们有效降低业绩承诺引发的审计风险。

       To a certain extent, performance commitment can alleviate the information asymmetry between the two sides of the merger and acquisition. As a means to maintain the contractual relationship, it can promote financing and improve the efficiency of the merger and acquisition, and has been widely used in merger and acquisition transactions. In addition, China continues to revise the laws and regulations related to material assets reorganization, which further releases the signal of policy support for mergers and acquisitions. With the support of relevant policies, mergers and acquisitions in the capital market may become more frequent, but the underlying problems are becoming increasingly prominent. Some companies hope to obtain additional benefits through mergers and acquisitions, and often make commitments inconsistent with actual operations. In order to avoid the compensation caused by substandard performance, the acquired enterprises may commit financial fraud, which increases the audit risk of accounting firms to a certain extent. Therefore, CPAs should pay more attention to the identification and prevention of audit risks caused by performance commitment.
　　　On the basis of reviewing domestic and foreign scholars' research on performance commitment and audit risk, and expounding relevant concepts and theories, this paper takes Dahua Accounting Firm's audit of Changyuan Group's merger and acquisition as the research object. Starting from the development of China's performance commitment system, this paper firstly introduces the current M&A and reorganization of listed companies in China and the application status of performance commitment. And the general analysis of audit risks caused by performance commitment, to lay the groundwork for the following; Then, based on the whole process of the merger and acquisition, starting from the merger and acquisition case of Changyuan Group, this paper briefly explains the general situation of the acquirer and the acquiree, as well as the motivation of the merger and the provisions on performance compensation. Then, it makes a detailed analysis of the fraudulent means of the acquiree under the pressure of high performance, and further studies the audit risk caused by performance commitment from two dimensions by combining the risk-oriented audit theory. Finally, according to the specific problems analyzed in the previous article, the author puts forward the relevant audit risk control measures. Through the analysis of this paper, it can be found that: the enterprises that sign the performance commitment have significantly increased the motivation of fraud, and the audit risk is higher than that of ordinary audit business; Unreasonable performance promises have high valuation, high premium and high goodwill, which need to be paid attention to by certified public accountants. It is hoped that this study can provide some reference for CPAs and help them effectively reduce the audit risk caused by performance commitment.