With the development of social economy, listing? It has become an important symbol for enterprises to standardize their operations and enhance their market competitiveness. By the beginning of 20 15, 165438+ 10, there were nearly 7,000 listed companies in China, including more than 4,000 listed companies on the New Third Board, which played an important role in promoting China's economic growth.
First, intellectual property rights play an important role in the listing of enterprises.
On June 5th, 2008, the State Council issued the Outline of National Intellectual Property Strategy. Nowadays, intellectual property rights are paid more and more attention by 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, which has become a kind of social knowledge. As the saying goes:? A fresh move, eat all over the sky? . Enterprises with leading technology and well-known intellectual property rights such as patents, trademarks and copyrights can win fierce competition and obtain rich profits.
For example, patent right is an exclusive right granted by the state to the patentee. With it, enterprises can occupy a huge advantage in the market and gain countless benefits: in a certain period of time? Monopoly? Increase or maintain market share in the manufacturing and sales market of patented products, and obtain economic benefits; You can get benefits through patent transfer or license; It is beneficial for enterprises to carry out advertising and enhance consumers' loyalty to enterprises; Funds can be obtained through patent pledge; Investment can be made after patent right evaluation; You can enjoy preferential tax policies by applying for the recognition of high-tech enterprises and other measures.
Therefore, intellectual property rights are the core assets of enterprises, and their status 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 more important. For this reason, the patent issue of listed companies has always been the focus and focus of the CSRC and the majority of shareholders. It not only relates to the asset integrity of listed companies, but also relates to the sustainable profitability and competitiveness of enterprises, thus directly affecting whether enterprises can go public smoothly.
Second, the intellectual property problems encountered by enterprises to be listed
It is not uncommon for many listed companies to delay listing or even be forced to give up listing because of intellectual property issues such as patents. The intellectual property problems encountered by enterprises to be listed mainly include the following two aspects:
(a) the enterprise has false information disclosure of intellectual property rights.
The enterprise to be listed shall fulfill the obligation to disclose relevant information such as intellectual property rights. China Securities Regulatory Commission requires listed companies to disclose the contents of their intellectual property rights in a true, accurate, complete and timely manner, 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 Guangdong Enterprise Intangible Assets Management and Protection Association stipulates that enterprises should disclose all intellectual property (intangible assets) lawsuits that occurred during the reporting period in a general way in their periodic reports; Article 29 stipulates that listed companies shall not refuse to disclose information on intellectual property rights (intangible assets) under any pretext.
Suzhou Hengjiu disclosed in the prospectus of 20 10 that it owns five patents and listed the information of these five authorized patents. But in fact, all five patents were terminated because of unpaid annual fees. Suzhou Hengjiu was therefore required by the CSRC to check related issues, and has not yet been listed.
After the initial public offering (IPO) was approved, Star Ruijie announced that the company found that some utility model patents and appearance patents had been terminated due to non-renewal of annual fees and other reasons, and some patents being applied for had changed during the review stage, and their legal status was different from the contents of the prospectus, so it decided to suspend the A-share issuance.
The above two enterprises have the problem of false disclosure of intellectual property information, which has affected the listing process and even failed to go public so far.
(2) The enterprise has intellectual property disputes.
As an important asset of enterprise's production and sales, intellectual property disputes, especially core intellectual property disputes, will not only make enterprises bear large litigation costs and affect their current financial situation, but also make enterprises' ability to further develop or maintain sustainable profitability in an uncertain state, and uncertainty means that enterprises have certain risks when using these intellectual property rights. The risk of major adverse changes in the acquisition or use of important assets or technologies such as trademarks and patents being used by issuers often constitutes the listing of enterprises? Hard wound? .
Xindaxin Materials' main business and its production technology are suspected of infringing the patent right of Henan Xingshi and the unique name of its products, and its listing is suspended due to patent disputes; A domestic electrical appliance company encountered a trademark infringement lawsuit from another company during the listing review; After a technology company applied for listing on 20 10, it was immediately sued by its partners for patent infringement. According to the relevant regulations on the listing of enterprises, these intellectual property disputes are likely to constitute major issues that hinder the listing of these enterprises. Once the disposal fails, it may ruin the road of listing that these enterprises have worked hard for more than three years. In this regard, many enterprises have paid a painful price.
In view of the two major intellectual property problems that the above-mentioned enterprises may encounter in the process of listing, how should listed enterprises deal with them? Making and implementing the enterprise intellectual property management plan as soon as possible will play a very key role in the successful listing of enterprises, and intellectual property planning is an essential link before the listing of enterprises. Enterprises should review the ownership and legal status of intellectual property rights and establish an intellectual property management system.
Third, the intellectual property planning of the enterprises to be listed.
First, enterprises should take the initiative to disclose intellectual property information, do so truthfully, and fully disclose their own intellectual property information in the public eye. Don't think that the disclosure of intellectual property information exposes the business secrets of enterprises, but focus on long-term development. Otherwise, in the event of an accident, they will lose themselves. It is better to prevent in advance and make rational and correct use of intellectual property information, so as to make the intellectual property information of enterprises transparent and not bring unnecessary trouble to the listing process.
Second, if an enterprise wants to go public, it must first clarify the ownership of intangible assets such as intellectual property rights. In terms of patents, through patent search and analysis throughout the whole process of product development and listing, the risk of infringing others' patents is eliminated, the relationship with job inventors and licensees is handled well, and the disputes over patent ownership are eliminated.
Intellectual property rights are related to the future and development prospects of enterprises, and intellectual property disputes are closely related to whether enterprises can successfully go public. Enterprises to be listed need to be cautious about intellectual property rights, improve their understanding level from the strategic height of enterprise management and internal mechanism improvement, formulate and implement intellectual property planning as soon as possible, and make full preparations for enterprises to be listed.
4. What legal issues should be paid attention to when the enterprises listed on the New Third Board invest in intellectual property rights?
New third board? It is a platform for national unlisted joint-stock companies to provide equity transactions, mainly for small and medium-sized enterprises. At the end of 20 13, the new third board scheme broke through the restrictions of high-tech zones in pilot countries and expanded to all enterprises that meet the conditions of the new third board. It has brought good news to the development of innovative, entrepreneurial and growing small and medium-sized enterprises.
For small and medium-sized enterprises to be listed on the New Third Board, in addition to the possible intellectual property problems and intellectual property planning, according to the first item of Article 1, paragraph 2 of the Guidelines for the Application of Basic Criteria for Listing Conditions of the National Small and Medium-sized Enterprises Share Transfer System (Trial), if the investment is made by non-monetary property such as physical objects, intellectual property rights and land use rights, the price shall be assessed, the property shall be verified, the ownership shall be clarified, and the property transfer procedures shall be handled. ? In the actual audit practice, enterprises with share transfer system often pay special attention to the intellectual property investors involved in the enterprises to be listed.
(A) Joint-stock enterprises' concerns about intellectual property investment
1. Ownership of intellectual property. That is, whether the intellectual property used for capital contribution belongs to the contributing shareholders, especially whether it belongs to the service invention.
2. The value of intellectual property. That is, whether the value of intellectual property as capital contribution is overvalued, whether the price is fair, whether it leads to false capital contribution and infringes on the interests of other investors.
3. Procedural issues of intellectual property investment. That is, whether the intellectual property as capital contribution has been evaluated and verified, and whether it has been delivered to the enterprise for possession and use.
In addition, whether the proportion of intellectual property investment, that is, whether the proportion used for intellectual property investment conforms to the provisions of laws and regulations, will also attract the attention of share-transfer enterprises.
(2) Procedural matters of intellectual property investment
1. Intellectual property evaluation
Intellectual property investment evaluation is generally preferred? Income method? . The commonly used indicators of income method are income amount, income period and discount rate. Income refers to the future excess income directly brought by intellectual property rights. Generally speaking, the income method evaluation is only a kind of prediction, and there is inevitably subjective deviation. Therefore, the share transfer system often requires sponsors and brokers to check the fairness of evaluation methods and pricing in feedback and issue legal opinions.
2. Go through the formalities of property transfer
According to the Enterprise Law, the contribution of intellectual property rights shall go through the formalities of property transfer, that is, the ownership of intellectual property rights shall be transferred from the investor to the enterprise, and the change registration formalities shall be handled.
3. Capital verification
Intellectual property investment, like monetary investment and physical investment, needs to be included in paid-in capital after the investment is completed and verified by accountants.
Verb (abbreviation of verb) abstract
Third-rate enterprises sell coolies, second-rate enterprises sell commodities, and first-rate enterprises sell patents. Whether for traditional sectors or new third board enterprises, it is very important for enterprises to rely on intellectual property rights to obtain profits and finally occupy the commanding heights of the market. At present, the quantity, quality and management level of intellectual property rights have become an important indicator to judge the quality of a listed company. For enterprises preparing to go public, it will play a key role to formulate their intellectual property strategy, plan and operate their intellectual property management system as soon as possible. Intellectual property planning is an essential link before an enterprise goes public. If the ownership is clear, a comprehensive review of the ownership and legal status of patents, trademarks, technical secrets and even enterprise names will be conducive to the smooth listing of enterprises and avoid the risk that the stock price and enterprise income will be affected by intellectual property issues after listing.
intellectual property