After China¡¦s entering WTO structure, there was no boundary in retailing industry from November, 2004. It not only changed operating rules, but also aroused many M&A events. Because we cannot get information about China freely, we have few ideas about this issue. Based on this phenomenon, the focus of the research is to realize the M&A development in China retailing industry with the cautiously growing up in China. This research can be divided into three parts: the structure of the theory, the development of retailing industry and M&A in China, and induce the M&A practical process of the case. Through relevant theories, we can verify whether these theories are suitable for the KSFs and motivations in the retailing industry. Meanwhile, we can present the overview and background of M&A styles and cases in China, and generalize the M&A practical process through formal or informal interviews with related executives. At last, with the viewpoint of M&A practical process, we address practical suggestions to the government, the companies which want to make an M&A move, and the case. The purpose of this research is to picture the environment of China retailing industry and M&A processes from the case ¡§TESCO merged HY-mall¡¨. By generalizing from the total environment to the case, we can understand the details when making an M&A in China retailing industry.