Abstract- Growing in a special political environment, Chinese Non-government organization (NGOs) have been developing rapidly in the past few years. The economic reform and trend of modernization and globalization have created new opportunities, wile the slowly-changing authoritarian regime has long been a challenge. To achiever their own legitimacy and development, Chinese grassroots organizations have been negotiating the state with various strategies. This paper presents a real case of the life, death and revival of a Chinese grassroots NGO, showing the difficulti it faced and strategies it adopted to seek legitimacy, finding that despite the difficulty for Chinese grassroots NGOs to obtain a legal status, there are various ways for them to establish legitimacy in other forms. (abstract). Keywords-component; NGO, legitimacy, negotiation, china, civil society (keywords)