Abstract: Abstract: By introducing the equity stage financing, benefits of control rights, monitor cost, risk aversion coefficient, and strategic objectives benefits of venture capitalist, based on extending the risk preferences of venture entrepreneur and venture capitalist, the corporation financing model of Tirole（2001） is expanded into a two-stage dynamic process from the perspective of incomplete contract. From building the model of control rights allocation in Venture Capital(VC)-backed new and high tech firms based on the progress of information finding in the stage financing, the factors, which are venture entrepreneur’s own fortune, non-monetary private benefits of running a firm, exclusion and specificity of human capital, and the investment specificity of VC, risk aversion coefficient and strategic benefits, impact on control rights allocation in first and second period of stage financing are analyzed, a series of the conclusions gained in here provide useful reference to VC-backed new and high tech firms governance.

Key words: Key words:incomplete contract, control right, human capital exclusion, investment specificity, non-monetary benefit