深圳经济特区技术成果入股管理办法 Shenzhen Special Economic Zone, Administration Of The Use Of Technological Achievem

per cent the relevant documents from the municipal department in charge of science and technology recognizing the achievement as new and high technology must also be attached.

　　Article 19　The technological investor should carry out his investment obligations in accordance with the articles of association.

　　Article 20　When a technological achievement is used as capital contribution for equity shares in a newly established company, the statutory transfer procedure for the technological achievement property rights can be carried out after the company is established.

　　Article 21　When a patent is invested in a newly established company the patent transfer procedure should be carried out at the State patent authorities within six months of the date of the company being established, and the company registration authorities informed. Once the company is established but before the transfer has become effective, the company is regarded as having permission to use the patent and can use it in its business.

　　Article 22　When a computer software copyright is invested in a newly established company this should be put on file with the software registration authorities of the State copyright authorities within three months of the date of the company being established, and a certificate that this has been done sent to the company registration authorities.

　　Article 23　When a non-patented technological achievement is invested in a newly established company, the technological investor and the company should sign a technology transfer contract within one month of the date of the company being established and put this on file with the company registration authorities.

　　Article 24　When a technological achievement is used as a capital contribution for a new increase in equity shares of a limited liability company, the patent transfer must first be carried out through the State patent authorities or the filing procedure carried out through the software registration authorities of the State copyright authorities. The company registration authorities should check and verify whether the transfer or filing proced

ures have been carried out. If they have not, acceptance will be refused.

　　Article 25　The company in receipt of the rights shall be responsible for carrying out the property transfer procedures stipulated in Section 2, Article 5 and in Articles 21, 22 and 23 of these Procedures. The technological investor should be responsible for carrying out the procedures or for providing the necessary assistance if the departments concerned stipulate that they can only be carried out if the technological investor does so or that the technological investor must assist.

　　Article 26　Once investment is complete all parties should implement joint checking and acceptance. If the required standards are met they should jointly sign a checking and acceptance document to be put on file with the company registration authorities. If the required standards are not met the technological investor should take responsibility for violating the agreement.

　　Once checking and acceptance are complete the technological investor shall remain obliged to provide necessary and reasonable guidance on technical problems encountered in the course of utilizing the technology.

　　Article 27　In the case of disputes over ownership rights to technological achievements, the parties involved or others affected shall submit evidence to the company registration authorities, which should halt the registration of use of technological achievements as capital contribution for equity shares. Registration shall be resumed once the dispute has been resolved.

　　PART FIVE　RIGHTS, OBLIGATIONS AND SETTLEMENT

　　Article 28　The technological investor and the other shareholders have equal legal status. The company board or other shareholders must not restrict the technological investor's exercise of his shareholder's rights in any way.

　　Article 29　Once he has fulfilled his investment obligations the technological investor can assume a post in the company or can not assume a post in the company.

　　All investors should agree on the length of life of the company. Without the company's agreement the technological investor may not assume a post in another enterprise which produces the same type of products, or which is in competition with the company, in such areas as technological development, technological administration or technological services. Nor may they produce the same type of products in competition in their own enterprise.

　　Article 30　If any one of the following situations occurs, the company shareholders' meeting shall have the right to pass a resolution revoking the technological investor's share rights or ordering the technological investor to use other assets to make up the amount created through use of the technological achievement as capital contribution for equity shares within three months of the date the situation was confirmed:

　　1. the investment is a patent and the patent is legally rescinded, declared invalid or judged not to belong to the technological investor; or

　　2. the investment is a computer software copyright or user rights for a non-patented technological achievement, and the achievement is legally judged not to belong to the technological investor.

　　If the technological investor is unable sufficiently to make up the technological achievement amount on time, the company shareholders' meeting should pass a resolution revoking the technological investor's share rights and the company should carry out a change of registration for reduction in registered capital in accordance with the law.

　　Article 31　If one of the situations in Article 30 occurs, the technological investor should be responsible for compensating losses so caused to the company or its creditors, regardless of whether the technological investor has or has not made up the amount.

　　Article 32　If patents or computer software copyrights already used as capital contributions for equity shar

es are terminated because the protection period is up, the corresponding shares shall not be affected.

　　Article 33　If one year after non-patented technological achievements are used as capital contributions for equity shares the value of their use is reduced or lost, the corresponding shares are not affected. But if the value of use of non-patented technological achievements is reduced or lost through the fault of the technological investor, the technological investor should be responsible for compensating losses so caused to the company or its creditors.

　　Article 34　If the technological investor has allowed another person to use the technological achievement before carrying out the procedure to use the technological achievement as capital contributions for equity shares, and the allowed period for use will extend until after the technological achievement is used as capital contribution for equity shares, the relevant circumstances should be made clear beforehand to the company, its shareholders and the asset valuation organization accepting the case for evaluation.

　　If the relevant circumstances are not made clear beforehand the company shall have the right to decide to re-evaluate the technological achievement, and the valuation fees and other fees so incurred shall be borne by the technological investor. The company shareholders' meeting shall have the right to decide to reduce the technological investor's shares by an amount corresponding to the difference in the valuations, or to order the technological investor to make up the corresponding amount using other assets within three months. If the technological investor is unable to make up the full amount on time, the company should carry out a change in registration for reduction in registered capital in accordance with the law. The technological investor shall be responsible for compensating losses caused to the company, its shareholders or any third party.

　　Article 35　When non-patented technological achievements are used as capital contributions for equity shares, if the technological investor transfers the non-patented technological achievement to a third party in violation of the agreement, the company shall have the right to take the necessary measures to put a stop to this. The technological investor should be responsible for compensating any losses so caused to the company or its creditors.

　　Article 36　When a company is liquidated in accordance with the law, the liquidation organization shall auction or sell off the property rights to the technological achievements enjoyed by the company and the money obtained shall be entered into the company's financial assets for liquidation.

　　If the original technological investor so requests, and the company creditors and other shareholders do not disagree, the property rights to the technological achievement can be returned to the technological investor.

　　PART SIX　LEGAL LIABILITIES

　　Article 37　If the property rights transfer procedure is not carried out within the time limits stipulated in Section 2, Article 5 and in Articles 21, 22 and 23 of these Procedures, the company registration authorities shall impose a penalty in accordance with Article 60 of the Company Registration Regulations.

　　Article 38　If the property rights transfer procedure stipulated in Section 2, Article 5 and in Articles 21 and 22 of these Procedures must be carried out by the technological investor, or the technological investor must assist, and the technological investor without good reason refuses to carry out the procedure or to provide the necessary assistance, so leading to an illegal

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