1.基礎股權

1. Basic equity

公司設立之初，可以與博士協商對專利價值予以初步估價，并按此價值設立公司初步股權結構?；A股權中專利價值預估不可過高，如10%(價值500萬元)，因為在目前研發、試驗以至投之市場還有較長周期，短期內產生不了經濟效益，技術目前須依靠資本扶持才能轉化為產品，所以在股權設計是應突出貨幣資本的重要性，由投資方占主導地位。

At the beginning of the company's establishment, the company may negotiate with the doctor to make a Preliminary Valuation of the patent value, and establish the preliminary equity structure of the company according to this value. The estimated value of patents in the basic equity should not be too high, for example, 10% (worth 5 million yuan). Because there is still a long period in the current R & D, testing and investment market, there will be no economic benefits in the short term. At present, technology can only be transformed into products by relying on capital support. Therefore, the importance of monetary capital should be highlighted in equity design, and investors should play a leading role.

2.動態股權

2. Dynamic Equity

同時，在投資協議中約定，預留“股權池”，對于博士所持有的技術股，以動態股權的方式，按照技術研發的周期完成情況、研發效果、投入市場的效果，分階段對技術股從股權池中予以分配，逐步提高技術股所占例。這樣技術人員只要有工作效果，在股權結構中的地位是逐步提高的。同時從股權池進行股權分配的還有投資方的新增投入(包括新增研發費用)、未來公司進入的新的投資者等。股權池不能提前分配，在分配條件成熟前應先由投資方代持。

At the same time, it is stipulated in the investment agreement that "equity pool" should be reserved. For the technology shares held by doctors, the technology shares should be allocated from the equity pool in stages according to the completion of technology R & D cycle, R & D effect and the effect of putting into the market in the form of Dynamic Equity, so as to gradually increase the proportion of technology shares. In this way, as long as the technical personnel have working effect, their status in the ownership structure will be gradually improved. At the same time, there are new investment (including new R & D expenses) from investors and new investors who enter into the company in the future. The equity pool can not be allocated in advance and should be held by the investor before the distribution conditions are mature.

當然，為了平衡利益，可以約定，不按股權比例分配利潤，在研發周期內甚至投放市場后一定期間，技術股可以按照高于其持有的股權比例來分配利潤，這樣，投資方成為大股東，可以把控整個公司發展方向，而技術股的經濟利益也得到了合理的補償。當然，也可以考慮以其他方式給予技術股補償，以達到平衡的局面。

Of course, in order to balance the interests, it can be agreed that the profits will not be distributed according to the equity proportion. During the R & D cycle and even a certain period after the technology shares are put into the market, the profits can be distributed according to the equity proportion higher than that held by them. In this way, the investors become the major shareholders and can control the development direction of the whole company, and the economic benefits of the technology shares are also reasonably compensated. Of course, we can also consider other ways to compensate technology stocks in order to achieve a balanced situation.

3.以評估價值來設置股權

3. To set up the equity with the appraisal value

在公司目前評估股權條件還不成熟的情況下，先以“基礎股權+動態股權”相結合的方式設置;一旦條件具備，應及早聘請有資質的專業評估機構對該專利價值進行評估，以規避相應法律風險。在評估機構的選擇上，最好選擇具備證券資質的評估機構，可以參照《新三板知識產權出資操作實務》。同時，做好原“基礎股權+動態股權”所形成的股權比例與評估形成的股權比例的銜接，最關鍵是原股權設計盡量謹慎、公允、就低原則，否則會出現“前高后低”的尷尬局面。

Under the condition that the company's current conditions for evaluating the equity are not mature, the company shall first set up a combination of "basic equity + Dynamic Equity"; once the conditions are met, it is necessary to hire a qualified professional evaluation agency to evaluate the value of the patent as soon as possible, so as to avoid the corresponding legal risks. As for the selection of appraisal institutions, it is better to choose the appraisal institutions with securities qualification, which can refer to the operation practice of intellectual property investment in the new third board. At the same time, the key to the connection between the equity proportion formed by the original "basic equity + Dynamic Equity" and the equity proportion formed by the evaluation is to design the original equity as carefully, fairly and as low as possible, otherwise there will be an embarrassing situation of "high before and low after".