Abstract: The actuality of top manager's performance appraisal of Chinese stated-owned enterprises in that theory research is behind practice development and need,there is on a scientific theory model to guide the building of performance appraisal.According to the actuality of top manager's per-ormance appraisal of stated-owned enterprises,this paper applies systems thinking theory,management by objectives,shareholder value maximize theory,principal-agent theory,stakeholder theory,the balanced scorecard and 360-degree feedback to analyze and build a scientific theory model of top manager's performance appraisal of stated-owned enterprises.