(1) Patents for inventions, utility models and designs;
(2) Copyright of computer software;
(3) the right to use non-patented technological achievements;
(4) Other technological achievements recognized by laws and regulations.
The term "patent right" and "computer software copyright" as mentioned in these Measures refers to the related rights generated in accordance with the laws of China, excluding the rights generated in accordance with foreign laws, and excluding the use license of related rights. Article 5 The relevant provisions on the pricing of non-patented technological achievements as shares shall apply to technological achievements that have been patented but not authorized.
If the application for a patent for a technological achievement is authorized after its shareholding, the technology investor must transfer the patent right to the company within six months from the date of authorization. Article 6 The remaining legal protection period of the patent right and computer software copyright as capital contribution shall not be less than three years. Article 7 Non-patented technological achievements should be concrete and complete existing technological achievements, which can be taught to ordinary technicians in their technical fields in a short time.
Incomplete technical achievements, scattered technical knowledge and information, and technical ability and experience inseparable from technical personnel shall not be used as the target of investment in technical achievements. Chapter II Pricing of Technological Achievements Article 8 The technological achievements as capital contribution must be priced before the company's establishment registration or change registration. Article 9 Where the contribution of technology investors and other investors does not involve state-owned assets, each investor may agree to choose the following methods to price the technological achievements of the shares:
(1) Negotiated pricing;
(2) Valuation by a legally qualified asset appraisal agency. Article 10 Where a technology investor or other investor's contribution involves state-owned assets, it must be appraised or priced by a legally qualified asset appraisal institution in accordance with the provisions of relevant laws and regulations. Article 11 The appraisal results of an asset appraisal institution shall be unanimously recognized by all investors before they can be regarded as the value of technological achievements. Article 12 The proportion of the appraised value of technological achievements to the registered capital of a company shall not generally exceed 20%.
If it is recognized as a high-tech achievement by the municipal science and technology department, its assessed value may account for more than 20% of the registered capital of a limited liability company, but it shall not exceed 35%.
Where there are other provisions in laws and regulations on the shareholding ratio of technological achievements of foreign-invested enterprises, such provisions shall prevail. Article 13 If the proportion of the work value of technological achievements to the registered capital of the company exceeds the proportion limit stipulated in Article 12 of these Measures, investors may increase the registered capital to reach the proportion limit.
If the investor does not increase the registered capital, he can only determine the share proportion of the technology investor within the prescribed proportion limit. Other shareholders may give appropriate economic compensation to the part where the value of technological achievements exceeds the actual shares. Chapter III Articles of Association Article 14 Where a company shares with technological achievements, the articles of association of the company shall not only record relevant matters in accordance with the provisions of the Company Law of People's Republic of China (PRC), but also include the following contents:
(1) Investment target of technological achievements;
(two) the price of technological achievements and its calculation method;
(3) The proportion of technological achievements in the total registered capital;
(4) The capital contribution obligation and non-competition obligation of the technology investor;
(five) the acceptance period and acceptance criteria;
(6) Where the investment is made with non-patented technological achievements, the restrictions on whether the technology investor can transfer the technological achievements to a third party during the existence of the company;
(seven) follow-up to improve the sharing of technological achievements. Article 15 The "subject matter of technological achievements' contribution" as stipulated in the articles of association of the company includes the name, patent type, patent application date, patent number and expiration date of the patent as contribution, or the name, software registration number and first publication date of computer software, or the name, content, requirements and industrialization degree of non-patented technological achievements. Article 16 The "obligation of capital contribution" stipulated in the articles of association of the company means that in order to make the technological achievements smoothly transferred, digested, mastered and implemented by the company, the technology investor shall complete all necessary work such as providing technical information and materials, providing samples, providing technical guidance and training. Seventeenth acceptance criteria should only involve the technical content of technological achievements and their teaching and implementation process, generally including drawings, technical data, samples, prototypes and other contents provided by technology investors; If the parties have expressly agreed, the technology investor may also provide special production conditions such as special equipment and special raw materials for the implementation of the technological achievements.
Unless otherwise agreed by both parties, the technical investor's prediction and analysis of the economic benefits or cost indicators of technical achievements cannot be used as an integral part of the acceptance criteria.