Redemption Clauses Push Chinese Start-Up Ecosystem Into Crisis

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Chinese start-up funding ecosystem is facing severe turmoil as venture capitalists increasingly pursue failed founders for personal assets through aggressive enforcement of redemption rights. These clauses, common in Chinese investment deals, are turning entrepreneurial endeavors into high-stakes gambles, leaving many founders in financial and legal jeopardy.

Redemption rights, included in over 80% of venture and private equity agreements in China according to Shanghai-based law firm Lifeng Partners, require companies—and often their founders—to repurchase investors’ shares with interest if certain milestones, such as IPO timelines or revenue targets, are not achieved. While these clauses are rare in US venture capital, they have become a defining feature of China’s start-up landscape.

Wang Ronghui, founder of Neuroo Education, is among those grappling with the fallout. After her childcare chain struggled during the pandemic, Wang now owes millions to investors who initially promised not to enforce redemption rights. “In ’17 and ’18, no one was enforcing them,” she said, highlighting a dramatic shift in the venture capital climate.

As investor pressures mount, founders unable to meet redemption obligations risk being added to China’s national debtor blacklist. Once blacklisted, individuals face severe restrictions, including bans on high-speed travel, luxury accommodations, and even leaving the country. Without a personal bankruptcy law in place, escaping these debts becomes almost impossible.

Lifeng Partners’ report underscores the scale of the issue, estimating that 90% of investor lawsuits include founders as defendants, with 10% of them ultimately blacklisted. The aggressive use of redemption clauses has turned entrepreneurship into a “game of unlimited liability,” with long-lasting consequences for those affected.

The broader implications are stark. A Hangzhou-based lawyer, who requested anonymity, warned that these practices are “causing huge harm to the venture ecosystem.” By exposing founders to asset seizures and perpetual financial constraints, the system discourages innovation and resilience, essential qualities for any start-up ecosystem.

Amid an increasingly constrained financial environment, where venture capital firms are struggling to return capital to their investors, redemption-related exits have surged. Lifeng estimates that 20% of all investor exits in 2021 and 2022 involved companies repurchasing shares, and over 10,000 Chinese start-ups face redemption-related challenges.

As these hard-nosed tactics intensify, they threaten to stifle entrepreneurship in China, turning its once-thriving start-up sector into a cautionary tale of overreach and risk aversion.

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