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state-owned enterprise? Why MBO conducted in SMEs than in large state-owned enterprises were relatively smoothly? Why the same operations as a result of enterprises of different sizes reflect the different social assets? What kind of restructuring in order to take into account the interests of the various levels? China's large state-owned enterprise reform is not necessarily going to be like that SMEs MBO reform of property rights? Small and medium state-owned enterprise restructuring mode property is not to be copied to the same large-scale state-owned enterprises? The problem is not a fundamental property rights issues affecting corporate governance of large state-owned enterprises? China's SOE reform is not taking a similar former Soviet Union and Eastern countries, the wrong path? Under the existing MBO Reform continues, China could emerge what the future prospects? These issues need to carefully study all of us thinking. Three, MBO of China's SOE reform undertaken legal? From the theoretical analysis of civil law ownership, property ownership, including the power of property to possess, use and dispose of. Property owners may not necessarily actual possession of the property, the use of (managers), the core of ownership is the right to dispose of property, the right to dispose of property professionals are the owner of the property. China adopted the People's Congress representation. Therefore, the ownership of state-owned assets on behalf of those who should be at least on behalf of the county people's congresses at all levels above, it can be exercised only on the final disposition of state property. By the People's Congress of non-legislative or decision, or pursuant to authorization, shall dispose of state-owned property. By inference, the transformation of state-owned property that had conducted MBO, largely are not legitimate. Fourth, the first question MBO MBO reform theory of modern enterprise system is currently being implemented by the encounter, is the separation of ownership and management