This paper is tried to find out by neo-institutional view if there is China Threat theory or China Opportunity theory. And, it‟s researched interaction of ASEAN and China after Cold War by historic structure analysis, and tried to sum up the Political Economy interaction of ASEAN and China. Researching by historic structure analysis, the Political Economy of ASEAN-China Relations is from "close, separation, and then close." With the trend of globalization and regionalization, both sides understand the importance of cooperation. Besides, the process of institutional cooperation to benefit only care about whether transaction costs are saved, but not consider about self-benefit is more than others countries. Hence, from the point of the neo-institutionalism, there is no absolute China Threat theory or China Opportunity theory. Finally, it could help reduce fraud by the establishment of the system to make cooperation more effective, and reduce sense of mutual distrust. This argument is verified t in this paper.