GEM Seminar: Intangible assets Evaluation is full of challenges

Lu Yuan The High-tech value of GEM Enterprise is evaluated, this is one of the core issues of the development of the gem, this is the supervision layer in the last month and this month to convene the gem of the key legal issues Seminar, this is the source of CBN reporter revealed.　　It is reported that the seminar is one of the "Gem Series Seminar", by the regulatory layer invited law firms, sponsoring agencies, venture capital institutions and other professionals in the GEM issue audit focus on the key issues, the difficulties of in-depth discussion and research. The limit of the proportion of intellectual property contribution to the intangible assets, at present, the main board has intangible assets can not exceed the limit of net assets 20%, "the initial public offering shares and on the Gem listing management interim measures" do not see such provisions, some intermediary agencies are considered to be understood as: In accordance with the company　　The provision of intangible assets can be up to 70%. Some lawyers have suggested that in the analysis of the existence of intangible assets is not true to check carefully: not because the intangible assets after the investment of income and profits did not reach the expected profit, to determine the intangible assets are not real investment, because the market environment changes and many other factors will lead to the aforementioned results.　　Some industry researchers believe that some so-called high-tech companies boast of the technology bubble, but it is impossible to successfully industrialized the so-called patent results, can not give investors expected profit performance. At present, there are a lot of intellectual property contribution ratio breaking through the restriction of National Policy department.　　If the National Science and Technology Commission and the State Administration for Industry and Commerce promulgated in 1997, "on the High-tech achievements of investment in a number of issues," the provision of High-tech results accounted for the proportion of registered capital of the company increased to 35%, the requirements of High-tech investment should be through the National Science and Technology Commission or provincial scientific and In 1999, the Ministry of Science and Technology and the State Administration of Industry and Commerce issued the "on the high and new technology results of a certain number of shares of the notice" stipulates: "High-tech achievements in the amount of more than 5 million yuan, and more than 35% of registered capital, by the Ministry of Science and Technology identified."　　"Since then, individual regions issued a new innovation Enterprise management Regulations, the intangible Assets capital contribution to the proportion of investment is not limited, nor the need for High-tech results to be funded by the relevant administrative departments to determine."　　The core technology infringement venture Enterprise, a large number of private innovative enterprises mastered by the High-tech are on the basis of background technology to make follow-up improvement on the formation of the existing technical achievements of the issue, which in the process of listing, how to judge whether the source of technology is legitimate, whether there is a potential risk has greater uncertainty.　　Some people at the symposium suggested that in practice, some of the core technologies of innovative enterprises have a serious dependence on foreign patented technology, may be developed on the basis of foreign related technology, therefore, this technology may have legal risks of infringement, need to be concerned. In addition, the form of proprietary technology is complex and diverse, some design drawings, some material formulations, some even justA technical know-how in the process, so the intermediary agencies for the shareholders as a source of proprietary technology to verify the legality of the existence of greater difficulties, especially in the case of overseas, it is difficult to determine whether the relevant technical sources of potential disputes.　　In this connection, counsel advocates that the relevant situation of proprietary technology owners can be verified, such as verifying their development process data, developing cost inputs, and conducting due diligence through various checks.　　The determination of the ownership of technical achievements, such as patent and proprietary technology, has been suggested by counsel to analyze and judge the form and entity elements: the forms of the right and the integrity of the entity's rights.　　As the investor of trademark or patent, if it is the original subject of the trademark or patent right, it should examine its trademark registration certificate or patent certificate; for the Non-exclusive Technology (proprietary technology), there is no ready-made certificate of entitlement, it is difficult to determine its ownership.　　In terms of the integrity of the entity rights, when the intellectual property capital is invested, the investment subject has the complete legal right to dispose of the intellectual property, which is another important precondition to ensure that the investors do not have the right to oppose the third person, the right dispute or dispute. In addition, it is also worth noting that natural people with patents, proprietary technology, computer software and other intellectual property investment, should be inspected whether the results of the technical achievements or the technical achievements of the job.