本文论述了我国上市公司资产重组与并购的一些重要问题。１企业资产重组和并购是现代经济发展的一种重要现象，是实现我国经济结构调整的重要途径。２上市公司的资产重组和并购是配置企业资源的有效手段。３我国上市公司资产重组与并购有三个特点：重组方式多元化、协议收购和政府扶持。４如何发展和规范上市公司重组与并购市场 This article discusses some important issues about assets reorganization and mergers and acquisitions of listed companies in our country. 1) Enterprise asset restructuring and mergers and acquisitions are an important phenomenon in the development of modern economy and an important way to realize the economic restructuring in China. 2  Listed companies, asset restructuring and mergers and acquisitions is an effective means of allocation of corporate resources. 3The listed companies in our country have three characteristics of assets reorganization and mergers and acquisitions: diversification of reorganization, agreement acquisition and government support. 4  How to develop and standardize the restructuring of listed companies and M & A market