Abstract: This study examines how non-state-owned strategic investors (NSIs) influence state-owned enterprises' (SOEs) propensity to undertake high-tech mergers and acquisitions (M&As) by reshaping the operation of dynamic capabilities. Existing studies mainly explain the role of NSIs from the perspectives of resource provision and governance improvement. However,these perspectives cannot fully explain why firms with similar resources and governance structures make different strategic choices under technological uncertainty. To address this gap,this study adopts the dynamic capabilities framework,which emphasizes firms' abilities to sense opportunities,seize them through strategic commitment,and reconfigure resources in changing environments. Within this framework,high-tech M&As are conceptualized not as routine resource acquisition activities,but as strategic manifestations of dynamic capability deployment. Specifically,they represent the point at which firms transform opportunity recognition into irreversible strategic commitment while simultaneously initiating resource reconfiguration. Thus,the decision to undertake high-tech M&As reflects firms' ability to operationalize dynamic capabilities at critical strategic stages rather than merely their resource endowments. Building on Wang and Ahmed (2007),this study further decomposes dynamic capabilities into absorptive capacity,adaptive capacity,and innovative capacity,which correspond respectively to the sensing,seizing,and reconfiguring stages. Absorptive capacity reflects firms' ability to identify and assimilate external technological knowledge; adaptive capacity captures the ability to adjust strategic commitments and resource allocation under uncertainty; and innovative capacity denotes firms' capability to reorganize and recombine resources in anticipation of new technological paradigms. These capacities are treated as dynamic processes rather than static capability stocks. SOEs often face ownership-specific institutional constraints that hinder the operation of dynamic capabilities. Administrative governance structures,multiple policy objectives,and soft budget constraints reinforce organizational inertia and path dependence,limiting firms' ability to conduct distant search,form forward-looking commitments,and proactively reconfigure resources. Consequently,SOEs are less likely to initiate high-tech M&As despite increasing pressure for technological and industrial upgrading. Against this backdrop,the introduction of NSIs provides an important external mechanism for alleviating these constraints. First,in the sensing stage,NSIs embedded in industrial and technological networks expand firms' information channels and cognitive boundaries,thereby enhancing absorptive capacity and improving the identification of emerging technological opportunities. Second,in the seizing stage,NSIs introduce market-oriented decision-making logic and risk-sharing mechanisms through governance participation,mitigating administrative rigidities and excessive risk aversion and thereby strengthening adaptive capacity. Third,in the reconfiguring stage,NSIs facilitate forward-looking adjustments in organizational structure,technological positioning,and resource allocation,enhancing innovative capacity and improving firms' readiness to integrate external technological assets. Overall,NSIs do not merely increase resources or improve governance efficiency; rather,they systematically optimize the operation of dynamic capabilities and reduce the uncertainty associated with high-tech M&As. The study further distinguishes between industry-related and supply-chain-related NSIs. Compared with industry-related investors,supply-chain NSIs are more deeply embedded in complementary technological and industrial networks,enabling them to exert stronger effects on opportunity recognition,strategic commitment,and resource reconfiguration. Consequently,supply-chain NSIs are more effective in promoting high-tech M&As. Using a sample of Chinese listed SOEs from 2008 to 2022,the empirical results show that the introduction of NSIs significantly increases the likelihood of high-tech M&As,especially for supply-chain-oriented investors. Mechanism tests indicate that this effect operates through improvements in absorptive,adaptive,and innovative capacities. Heterogeneity analyses further reveal that the effect is more pronounced in high-tech industries,regulated sectors,and non-western regions of China. Additional analyses show that high-tech M&As improve R&D intensity,firm growth,and regional marketization,thereby enhancing firms' innovation capability and competitiveness. This study contributes to the literature in three ways. First,it extends dynamic capabilities theory from post hoc performance explanations to ex ante strategic decision-making by linking capability processes to strategic choices. Second,it reconceptualizes the role of NSIs as mechanisms that reshape capability operation processes rather than merely providing resources or improving governance. Third,it provides new insights into SOE reform by showing how external strategic investors alleviate institutional constraints and facilitate capability upgrading under technological uncertainty.