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Chinese enterprises have been increasingly engaging in cross-border mergers and acquisitions in order to gain technology from developed countries.This paper tries to integrate theories regarding this phenomenon because existing theories cannot provide a logical or a consistent explanation.This paper makes a systematic analysis and exposition of the relevant processes regarding how latecomer enterprises close the gap in technology with developed countries.We have selected and analyzed five typical cases using the normative,coding procedure in Grounded Theory,and discovered five categories,namely,the initial technological capability of the acquiring enterprise,the key gaps in technology,the created assets of the target enterprise,technological convergence and technological catch-up,as well as the logical relations among those categories.On this basis,we have set up a conceptual model for latecomer enterprises which uses cross-border mergers and acquisitions as a lever for technological catch-up.We found that,latecomer enterprises technology-seeking cross-border mergers and acquisitions is a capability renewal process,which is a well-designed,with adventure features.Through cross-border mergers and acquisitions,some enterprises have leapt over the chasm between different stages of technological innovation,narrowed the gap with their overseas counterparts,and advanced their strategic transformation,thus forming international competitiveness in a real sense.