Abstract Along with the development of market economic in China, and the advancement of the economic globalization, the M&A become the enterprise development of one of the most important business strategy. The choice of the target enterprise and value evaluation is considered to be the core of deal. Three-quarters of the M&A activity generated income is not efficient to cover its merger acquisition cost. We can see the M&A is a double-edged sword, especially in our country. This paper in full literature reading basis, based on I listed companies in M&A ,system analysis of the target enterprise choice system and procedures ,and combined with the Shanghai jahwa case ,use the discount cash flow. Thus to avoid M&A error, to the Chinese enterprise merger and acquisition pricing and improve decision making enterprise merger performance has some reference value. Key words: M&A choose the target enterprise Value evaluation discount cash flow