The risk of asset reorganization audit refers to the possibility of the failure of asset reorganization or the decision failure of information users caused by the auditors' inappropriate audit opinions on the financial statements of the underlying assets. It has the characteristics of universality, complexity and dynamics. This paper argues that the main causes of the audit risk of asset restructuring are the opportunistic behavior of asset restructuring, the high uncertainty of profit forecast report, the incomplete and unreliable non-accounting information disclosure and the lack of professional competence and professional ethics of auditors. Considering the institutional environment in China, it is considered that the joint efforts of accounting firms, relevant accounting policy formulation agencies and regulatory agencies are needed to effectively reduce the audit risk of asset restructuring. Among them, auditors should make clear the importance of strategic analysis, and on this basis, determine the audit focus according to the value driving factors and key operational risks, and at the same time emphasize the importance of the auditor's industry expertise and professional ethics construction.