Venture Capital Investments in China: Usage of Offshore Financing Structure and Corporate Relocations

What is it about?

Based on the analyses of the relevant Chinese laws and regulations governing the corporate governance structure of VC-invested firms, as well as the discussions over the feasibilities of employing a set of different alternatives to make direct and indirect VC investments in Chinese portfolio firms, this article studies a hand-collected sample consisting of the 29 VC-backed Chinese portfolio firms that have been financed and listed from 1990 to 2005 to empirically show how the investments were actually done in practice. The findings show that 23 out of the 29 firms received their VC investments in certain offshore holding entities, while only four firms were financed domestically, reflecting the common practice of using the offshore investment structure to invest in Chinese firms. Although using such structure can be viewed as relocating the financed Chinese firms abroad from a technical point of view, doing so is different from the strategic corporate relocations which are motivated by the need to access more efficient legality and economic conditions. Instead of being relocated to the United States, most firms actually went to foreign tax havens like Cayman Islands or British Virgin Islands, etc.. Therefore, it is reasonable to argue that the corporate relocation phenomenon in China’s VC financings actually reflects more of a contracting technique to circumvent unfavorable Chinese laws and more conveniently implement US-style contracts. In this sense, and within the particular setting of China, real strategic corporate relocation in venture capital finance is not really an issue yet.

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Why is it important?

Why do VC-invested Chinese companies make use of offshore financing structure and corporate relocations? Existing research has focused on the exit - so an offshore financing is ultimately serving a potential offshore lPO. My paper offers a new perspective. It argues that the past business practice habit of VCs investing in China, many of which are foreign, also plays a key role in shaping how they design the contracts with Chinese entrepreneurs. Essentially, they relocate their Chinese portfolio firms to an offshore location to circumvent unfavorable Chinese laws, so that they can more conveniently implement US-style contracts that they have been familiar and comfortable with for years.