During the past planned economy in China, the local government established too many and too small-scale state-owned enterprises, and disregarded market faculty in order to be self-sufficiency. After carried out the market economy in China, those medium, small-scale state-owned enterprises would have faced harsh competition and test, and the scale economy in the market would be leading the industrial structure transforming of China in the future. The main purpose of this research is probing into the problems of the foreign-invested enterprises merger with the Chinese state-owned enterprises, because this research would like to know how the government of China to regulate those activities of the foreign-invested enterprises merger with the state-owned enterprises of China, and will help the foreign-invested enterprises to choose the most potential state-owned enterprises to merger with under the laws and decrees of China. After reformed and opened of China, and during joining the WTO, the main developed goal is how to attract more foreign investments, innovate state-owned enterprises, and fuse with the international market. Under insisting opening to the outside world, attracting more foreign investments tactics, China must adapt to the world tide, and encourage the state-owned enterprises and the multi-national corporations to work together, lead in advanced technologies, funds, managing and selling modes, and build R & D center to increase the international competitiveness of the state-owned enterprises by cross-border modes. However, the foreign-invested enterprises in order to contend for the Chinese market, will get the market share quickly by M & A mode, and this will cause the activities continuing expanding of the foreign-invested enterprises merger with the state-owned enterprises of China.