The successful transformation and upgrading of Oversea NGEs is always the task of adapting to the change of international environment and situation to achieve survival and development.The strategy and path of transformation and upgrading depends on the threefold restriction of resource and capability, internationalization strategy of parent company, and external environment.The empirical study finds that, successful transformation and upgrading must adapt to the change of external environment.Generally, successful transformation follows the path from lower target to higher target, from lower development level to higher development level.Successful upgrading generally follows the path from product value chain specialization to integration or from value chain (industrial chain) specialization integration to industrial diversification.Furthermore, brand and channel control are increasing stressed, and predominant resources are concentrated to promote the upgrading, and transform toward making up the resource shortage or disadvantage target. <<