| Because of the venture capital industry's decline caused by the fall of network foam, it shows that the venture capital institution's arrangement and financing efficiency need the further research. On the basis of the study of the financing system's governance function and allocation function, focusing on venture capital contractual structure, the paper deeply analyzes the mechanism, characteristics and evolution process of venture capital institution. The main contents include: (1) The contractual arrangement of the limited partnership system availably solved the two difficult predicament of innovative enterprise financing, making use of budget constraint theory and team production theory, it can be set up the contractual framework model of venture capital. In the model, the contractual framework of venture capital is a team production model under the Cobb-Douglas technology replacing the linear function. And the reservation value of the venture capitalist is endogenous, which introduce the investor's preference. The investors i deliver the budget constraint through the contractual agreement of limited partnership and encourage the behaviors of venture capitalist and entrepreneur effectively. It not only eliminates the excess dependent on the assumption of the ability of venture capitalists in the framework of multiple principal-agent relations, but also links the financing stage with investing stage of venture capital. So it opens out the conflict source of the venture capitalist and the entrepreneur, and explains the difference of various venture capital organizations. (2) On the basis of analyzing the contractual framework of venture capital and the network innovation system, the tournament model is established. Because there is relativity among the enterprises'performance in the venture capital profolio, the ranking of innovative enterprises through the market competition could enhance the incentive mechanism and the innovative efficiency. It can be found that because the benefits target of the entrepreneur and the venture capitalist are inconformity, it is incubated benefits clash between the both parties. With promoting the standard interface of the product modules and eliminating the failure business enterprise through selection or contest in time, this kind of benefits conflict increased the innovation efficiency of the network industry system. Thus it shows the role of promoting innovative efficiency of venture capital and the dependent system environment. (3) Through the the cointegration test and regression analysis, it is found that there is distinct correlativity between the venture capital size and the enterprise's valution or the single investment size through which has verified the conclusion of the extendable contractual framework model of venture capital. The paper analyzes the endogenous transition of the venture capital institution and changes the former path of static study.. (4) Making use of the GEM model and regression model, the institutional environments of 25 countries'venture capital industries are analyzed according to the "country of management"and "country of destination"approach. It can be found that 1) the government's interference has negative effect on the venture capital; 2) the prosperous degree of the financial system is one of the most important factors that affect venture capital's development; 3) the environment suitable for realizing the investment revenue and a colony of entrepreneurs are the precondition of the development of venture capital. (5) Through the demonstration analysis of the development of 22 provinces'venture capital industries and the questionnaire investigation of 118 investment organizations of high-tech industry zone in Xi'an, it is found that the government interference and the expectation of the growing enterprise market have resulted in the short-term behaviour of China's venture capital organizations. So the problem of China's venture capital industry is the lack of system environment.
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