The reform for Chinese state-owned enterprises (SOEs)during the past twenty years selected several ways which couldn't solve essential problems and improve the performance of the SOEs in China. The reason is that traditional ownership instituton wasn't changed at all,the institution reach an impasse in market system which resulted in the fact that SOEs couldn't get used to keen competition. This paper analyses an ownership restructuring case in which an executive holds major capital stock in a state textile institute restructured and therefore the state ownership was withdrawn from it completely, it expounds the rationality of the model selected and points out that the model is currently a very effective way by which M & S SOEs would withdraw from competitive business field successfully.