Using the data about the operation performance and governance structure of non-IPO university spin-offs in China during 2007-2009 which is obtained from the investigation,this paper empirically analyzes the relationship between non-IPO university spin-offs’ governance structure and performance.The result shows as follows:the diversification of capital structure helps to improve the performance of non-IPO university spin-offs; the administration governance model which parent university takes dominant shares in university spin-offs,is harmful for the improvement of performance;the scholar plays an important role in improving non-IPO university spin-offs’ performance,and the effects of the quantity of investment and service time is adverse.