1.基础股权

1. Basic equity

公司设立之初，可以与博士协商对专利价值予以初步估价，并按此价值设立公司初步股权结构。基础股权中专利价值预估不可过高，如10%(价值500万元)，因为在目前研发、试验以至投之市场还有较长周期，短期内产生不了经济效益，技术目前须依靠资本扶持才能转化为产品，所以在股权设计是应突出货币资本的重要性，由投资方占主导地位。

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.动态股权

2. Dynamic Equity

同时，在投资协议中约定，预留“股权池”，对于博士所持有的技术股，以动态股权的方式，按照技术研发的周期完成情况、研发效果、投入市场的效果，分阶段对技术股从股权池中予以分配，逐步提高技术股所占例。这样技术人员只要有工作效果，在股权结构中的地位是逐步提高的。同时从股权池进行股权分配的还有投资方的新增投入(包括新增研发费用)、未来公司进入的新的投资者等。股权池不能提前分配，在分配条件成熟前应先由投资方代持。

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.

当然，为了平衡利益，可以约定，不按股权比例分配利润，在研发周期内甚至投放市场后一定期间，技术股可以按照高于其持有的股权比例来分配利润，这样，投资方成为大股东，可以把控整个公司发展方向，而技术股的经济利益也得到了合理的补偿。当然，也可以考虑以其他方式给予技术股补偿，以达到平衡的局面。

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.以评估价值来设置股权

3. To set up the equity with the appraisal value

在公司目前评估股权条件还不成熟的情况下，先以“基础股权+动态股权”相结合的方式设置;一旦条件具备，应及早聘请有资质的评估机构对该专利价值进行评估，以规避相应法律风险。在评估机构的选择上，好选择具备证券资质的评估机构，可以参照《新三板知识产权出资操作实务》。同时，做好原“基础股权+动态股权”所形成的股权比例与评估形成的股权比例的衔接，关键是原股权设计尽量谨慎、公允、就低原则，否则会出现“前高后低”的尴尬局面。

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".