Third-rate companies sell coolies, second-rate companies sell goods, and first-rate companies sell patents. Whether for traditional sector or NEEQ companies, relying on intellectual property to obtain profits is crucial for companies to ultimately occupy the commanding heights of the market. At present, the quantity, quality, and management level of intellectual property have become important indicators for judging the quality of a listed company. For companies preparing to go public, early formulation of corporate intellectual property strategies, planning and operation of corporate intellectual property management systems will It will play a key role in the successful listing of enterprises.

With the development of social economy, "listing" has become an important symbol for enterprises to standardize operations and enhance market competitiveness. As of early November 2015, there were nearly 7,000 listed companies of various types in my country, including more than 4,000 listed companies on the New Third Board, which play an important role in promoting my country's economic growth.

1. Intellectual property rights play an important role in the listing of enterprises

On June 5, 2008, the State Council issued the "National Intellectual Property Strategy Outline." Nowadays, intellectual property rights have attracted more and more attention from many enterprises. The prosperity of a country depends on the economy, the revitalization of the economy depends on enterprises, and the competition of enterprises depends on intellectual property rights. This has become the common sense of society. As the saying goes: "A new trick can be eaten everywhere". Companies with leading technologies and well-known intellectual property rights such as patents, trademarks, and copyrights can win fierce competition and gain huge profits.

For example, patent rights are an exclusive right granted by the state to the patentee. If a company owns it, it can occupy a great advantage in the market and obtain many benefits: it can Monopolize the manufacturing and sales market of patented products within a period of time, increase or maintain market share, and obtain economic benefits; it can obtain profits through patent transfer or licensing implementation; it is conducive to corporate advertising and enhance consumer loyalty to the company; it can Funds can be obtained by pledging patent rights; patent rights can be evaluated before investment; and you can enjoy preferential policies in taxation and other aspects by applying for high-tech enterprise certification and other measures.

Therefore, intellectual property rights are the core assets of enterprises. The status of intellectual property rights determines the status of enterprises. The importance of intellectual property rights to enterprises is self-evident. As the core of intellectual property rights, patents are even more important. For this reason, the patent issues of companies planning to be listed have always been the focus and focus of the China Securities Regulatory Commission and the majority of shareholders. It not only involves the asset integrity of companies planning to be listed, but also involves the company's continued profitability and competitiveness, thus directly affecting Depends on whether the company can successfully go public.

2. Intellectual property issues encountered by companies planning to be listed

It is not uncommon for many companies planning to be listed to delay listing or even be forced to abandon listing due to intellectual property issues such as patents. The intellectual property problems encountered by companies planning to be listed mainly include the following two aspects:

(1) The company has untrue disclosure of intellectual property information

Companies planning to be listed should do their best to protect intellectual property rights, etc. Obligations to disclose relevant information. The China Securities Regulatory Commission requires listed companies to make true, accurate, complete and timely disclosures of their intellectual property rights, including the acquisition, use and value of trademarks, patents and proprietary technologies. Article 27 of the "Guidelines for Information Disclosure of Intangible Assets of Listed Enterprises" formulated by the Guangdong Enterprise Intangible Assets Management and Protection Association stipulates that enterprises must conduct regular reports on all intellectual property (intangible assets) litigation that occurred during the reporting period. General disclosure; Article 29 stipulates that listed companies shall not refuse to disclose intellectual property (intangible assets) information under any excuse.

Suzhou Hengjiu disclosed in its 2010 prospectus that it owned 5 patents and listed the information of these 5 authorized patents. But in fact, these five patents were terminated due to non-payment of annual fees. As a result, Suzhou Hengjiu was required by the China Securities Regulatory Commission to verify relevant issues and has not yet been able to go public.

After being approved for the initial public offering (IPO), StarNet Ruijie announced that the company’s self-examination found that some utility model patents and appearance patents have been terminated due to non-renewal of annual fees and other reasons. , some of the patents being applied for have changed during the review stage, and their legal status is different from the content of the prospectus, so it was decided to suspend the issuance of A shares.

The above two companies have the problem of inaccurate disclosure of intellectual property information, which has affected the process of listing, and even failed to go public so far.

(2) Enterprises have intellectual property disputes

As important assets for enterprise production and sales, intellectual property disputes, especially disputes over core intellectual property, will not only cause enterprises to bear greater litigation burdens Costs will affect its current financial position, and will put the company's ability to further develop or maintain sustained profitability in an uncertain state, and uncertainty means that there are certain risks in the company's use of these intellectual property rights. The risk of significant adverse changes in the acquisition or use of important assets or technologies such as trademarks and patents currently used by the issuer often constitutes a "flaw" for the company's listing.

The main business and production technology of Xinda New Materials are suspected of infringing the patent rights of Henan Xingshi and the unique names of the company's products. Due to the patent dispute, the listing has been suspended; a domestic electrical appliance company is undergoing listing review. Recently encountered a trademark infringement lawsuit from another company; after a technology company applied for listing in 2010, its partner immediately filed a patent infringement lawsuit? According to the relevant regulations for corporate listings, these intellectual property disputes are likely to constitute a major obstacle to the listing of these companies. matter. Once handled improperly, it may ruin the listing of these companies that have spent more than three years of hard preparation. In this regard, many companies have already paid a heavy price.

In view of the two major intellectual property issues that the above-mentioned companies may encounter during the listing process, how should companies planning to be listed deal with them? Formulating and implementing corporate intellectual property management plans as early as possible will play a role in the successful listing of companies. It plays a very critical role, and intellectual property planning is an indispensable link before a company goes public. Enterprises should review the ownership and legal status of intellectual property and build an intellectual property management system.

3. Intellectual property planning for companies planning to be listed

First, companies should actively disclose intellectual property information, disclose it truthfully, and fully disclose their intellectual property information to the public. In the field of vision, do not think that disclosing intellectual property information exposes the company's business secrets. You should focus on long-term development. Otherwise, if something happens, you will suffer the loss. It is better to prevent it in advance, use intellectual property information reasonably and correctly, and make the company's intellectual property information transparent. ization so as not to cause unnecessary trouble to the listing process.

Second, for companies planning to be listed, they must first clarify the ownership of intangible assets such as intellectual property rights. In terms of patents, we eliminate the risk of infringing on others' patent rights through patent search and analysis throughout the entire process of product development and launch, handle the relationship with employee inventors, transferees and licensors, and eliminate patent ownership disputes.

Intellectual property rights are related to the future and the development prospects of enterprises. Intellectual property disputes are closely related to whether a company can successfully go public. Companies planning to go public need to treat intellectual property rights with caution, raise their level of awareness from the strategic perspective of improving corporate management and internal mechanisms, formulate and implement intellectual property plans as early as possible, and be fully prepared for the company's listing.

4. What legal issues need to be paid attention to when companies listed on the New Third Board invest with intellectual property rights? The New Third Board is a platform that provides equity transactions for national unlisted joint-stock companies, mainly targeting small, medium and micro enterprises. At the end of 2013, the New Third Board plan broke through the restrictions of the pilot national high-tech zones and expanded to all enterprises that meet the New Third Board conditions. It has brought good news to the development of innovative, entrepreneurial and growth-oriented small, medium and micro enterprises.

For small and medium-sized enterprises that plan to be listed on the New Third Board, in addition to the intellectual property issues that may arise in listing and the need to prepare intellectual property planning, according to the "Guidelines for the Basic Standards Applicable to the Listing Conditions of the National Equities Exchange and Quotations" (Trial)" Article 1, Paragraph 2, Item 1 stipulates: If investment is made in non-monetary property such as physical objects, intellectual property rights, land use rights and other non-monetary properties, the property shall be evaluated and valued, the property shall be verified, the ownership shall be clarified, and the property rights transfer procedures shall be completed. ?In actual review practice, equity transfer system companies often pay special attention to companies to be listed that involve intellectual property investors.

(1) The concerns of equity-to-equity transfer system enterprises on intellectual property investment

1. The issue of intellectual property ownership. That is to say, attention is paid to whether the intellectual property rights used for investment belong to the investing shareholders, and the focus is on whether the intellectual property rights are employee inventions.

2. The issue of intellectual property value. That is, whether the value of the intellectual property used for investment is overestimated, whether the price is fair, whether it leads to false investment, and whether it infringes the interests of other investors.

3. Procedural issues in intellectual property investment. That is, whether the intellectual property rights used for investment have been evaluated and verified, and whether they have been delivered to the enterprise for possession and use.

In addition, the issue of the proportion of intellectual property investment, that is, whether the proportion used for intellectual property investment complies with the provisions of laws and regulations, will also arouse the attention of equity transfer companies.

(2) Procedural matters of intellectual property investment

1. Intellectual property evaluation

The income method is generally preferred for the evaluation of intellectual property investment. Commonly used indicators of the income method include income amount, income period and discount rate. The amount of income refers to the future excess income directly brought by intellectual property rights. Generally speaking, evaluation using the income method is only a prediction and inevitably contains subjective bias. Therefore, the stock transfer system often requires sponsors and securities firms to verify the fairness of the evaluation method and pricing in the feedback, and issue legal opinions.

2. Go through property transfer procedures

According to the Enterprise Law, intellectual property investment must go through property transfer procedures, that is, the ownership of intellectual property rights needs to be transferred from the investor to the enterprise and the procedures must be completed. Change registration procedures.

3. Capital verification

Intellectual property investment, like monetary investment and physical investment, needs to be verified by an accountant and included in the paid-in capital after the investment is completed.

V. Summary

Third-rate companies sell coolies, second-rate companies sell goods, and first-rate companies sell patents. Whether for traditional sector or NEEQ companies, relying on intellectual property to obtain profits is crucial for companies to ultimately occupy the commanding heights of the market. At present, the quantity, quality, and management level of intellectual property have become important indicators for judging the quality of a listed company. For companies preparing to go public, early formulation of corporate intellectual property strategies, planning and operation of corporate intellectual property management systems will It plays a key role in the successful listing of enterprises. Intellectual property planning is an indispensable link before a company goes public. It clearly requires a comprehensive review of the ownership and legal status of the company's patents, trademarks, technical secrets and even company names through transfer, licensing, shareholding, etc. When the ownership is clear, On the basis of comprehensive planning of the intellectual property business model, the legal status of all interested parties, and the corporate intellectual property management system, it will be conducive to the smooth listing of the company and to avoid the risk of post-listing intellectual property issues affecting the stock price and corporate income. Intellectual Property