Securities Affairs Representative (Certificate Generation) Handbook (3): Constructing a professional knowledge system for learning and use

In the summer of this year, the heat wave of the stove swept across many cities in the country. It was not cool for the small partners to brush the mobile phone in the air-conditioned room during the weekend. Read an economic in-depth article in the circle of friends and share a case analysis or rule detailed explanation of the listed company fraud. Do you feel that you are still very hardworking.

But if you remember carefully, remember the news and the articles you read last weekend. The rules you understood at the time can still be clearly stated. In this era of information explosion, if you don’t sort out and establish a professional knowledge system as early as possible in your field of work, you can’t tell what information is useful. You have a lot of “good” articles in WeChat, I don’t know when. Use it, it is just a collection.

The title puts “learning to use” and “used to learn” is not my own illusion, “learning to use” refers to the accumulation of basic knowledge, and “used to learn” is based on the specific needs of the work, purposeful accumulation Professional knowledge and experience, and more importantly, to establish learning tasks with the goal of “use”, otherwise learn a lot of untargeted, wasted time and effort.

For the post of the card, at the time of entry, the study of laws and regulations including the “Company Law”, “Securities Law”, financial basic knowledge, basic knowledge of securities, etc. can be classified as “learning to use”, and the foundation must be solid. As the basic knowledge continues to be solidified, it must be transformed into the principle of “use to learn”. Because the knowledge system is too complicated, we can’t exhaust the knowledge of the company’s laws alone, let alone understand and use it deeply, so it must be It is targeted learning and practice based on actual needs.

The process of building a knowledge system is actually a process of continuous growth of your professional ability. The richer your knowledge system, the more professional your quality is. Only the knowledge system established through self-understanding and practice can quickly transfer relevant knowledge at critical moments and fully reflect professional value.

First, the scope of the knowledge system

Since the development of China’s capital market in the 1990s, it has formed a multi-level capital market system, including the on-market market of the main board (including small and medium-sized board), the GEM (commonly known as the second board), and the national small and medium-sized enterprise share transfer system (commonly known as the new three board). ), the regional equity trading market, the over-the-counter market of the counter market dominated by securities companies.

Around these four levels of capital markets, professionals need to have a very comprehensive ability to perform job responsibilities, and they need to master a wide range of professional knowledge and legal and regulatory systems. In order to facilitate the operation, I believe that the establishment of the knowledge system should be based on the principle of gradual and orderly, gradually from basic to high-level, from simple to complex. Many times we will overestimate our actual ability to use, like to seek for the best, thinking that the accumulated knowledge of the various categories is as complete as possible, in fact, it is only information collection, not really digested. It is necessary to understand and collect again, to serve the work objectives, and to establish a knowledge system in a targeted manner.

Due to the wide range of knowledge and the different pertinence and actual work needs of each person, only the common basic categories are listed here. Therefore, it is not necessary to be limited to what system must be established first, and continue to enrich and improve according to needs.

1. Securities affairs

(1) Basic knowledge of securities investment, basic knowledge of financial market, basic knowledge of securities investment fund;

(2) Information disclosure: periodic reports and temporary announcements;

(3) General meeting of shareholders, board of directors, special committees, and supervisors meetings;

(4) Related party transactions, acquisition and sale of assets, foreign investment, external guarantees, and entrusted financial management;

(5) Major shareholder and concerted action, directors and supervisors with high shareholding changes, regular training; actual controllers, shareholders, related parties, purchasers and listed companies promise and perform;

(6) Internal control system, inside information management, stock abnormal fluctuations and clarification;

(7) Management and use of raised funds;

(8) Jointly setting up funds, signing framework agreements and major contracts;

(9) Investor relationship management and public opinion monitoring;

(10) Margin financing and so on.

2. Laws and regulations (inquiries can be made in the Law and Regulations of the Securities and Futures Commission, the Exchange, and the National SME Share Transfer System)

(1) “Company Law”, “Partnership Law”, “Securities Law”, “Enterprise State-Owned Assets Law”, “Stock Listing Rules”, “Stock Trading Rules”, “National Small and Medium Enterprises Share Transfer System Business Rules (Trial)”, “State Council on National Small and Medium Decision on Issues Related to the Enterprise Share Transfer System” “Question and Answer on the Supervision of Unlisted Public Companies”;

(2) Measures for the Administration of Initial Public Offerings and Listings, Measures for the Administration of Securities Issuance by Listed Companies, and Rules for the Implementation of Non-public Issuance of Stocks by Listed Companies;

(3) Measures for the Administration of Issuance and Transaction of Corporate Bonds, Measures for the Administration of Filing of Non-public Issuance of Corporate Bonds, and Measures for the Management of Raised Funds;

(4) Measures for the Administration of the Acquisition of Listed Companies and the Measures for the Administration of Major Assets Restructuring of Listed Companies;

(5) “Guidelines for Continuous Supervision of Listed Companies”, “Administrative Measures for Financial Advisory Business of M&A and Reorganization of Listed Companies”;

(6) “Guidelines for the Listing of Major Events to Stop the Resumption of Trading Businesses” and “Memorandum of Businesses for Listed Companies to Stop Trading”;

(7) “Guidelines on the Listing of Listed Companies”, “Guidelines for the Governance of Listed Companies”, “Guiding Opinions on Establishing an Independent Director System in Listed Companies”, “Guiding Opinions on Further Improving the Corporate Governance Structure of State-Owned Enterprises”, “On Strengthening and Improving the Work of the Board of Supervisors of State-Owned Enterprises” “Several Opinions”, “Guiding Opinions on Strengthening the Supervision of Non-listed Public Companies”, “Strategic Management Measures for Listed Companies of National Small and Medium Enterprises’ Share Transfer System (Trial)”;

(8) Measures for the Administration of Equity Incentives of Listed Companies, “Trial Measures for Implementing Equity Incentives in State-Owned Listed Companies”, “Notice on Regulating Issues Related to the Implementation of Equity Incentive System for State-Owned Listed Companies”, “Investor Rights Protection System”;

(9) Information disclosure management methods, periodic report content and format guidelines, provisional announcement format guidelines, industry information disclosure guidelines, information disclosure through-car guidelines, information disclosure suspension and exemption management systems;

(10) Rules of the shareholders’ meeting of the listed company, the rules for the implementation of the online voting of the shareholders’ meeting, the rules of the board of directors and special committees, the rules of the supervisory committee, the working system of the special committee, the working rules of the independent directors, the working rules of the general manager, and the working rules of the directors and secretaries;

(11) “Regulations on Establishing a Management System for Insiders of Inside Information of Listed Companies”;

(12) Compilation of Common Problems and Answers to the Laws and Regulations of Listed Companies, Judicial Interpretation, etc.;

3. Finance

(1) “Enterprise Accounting Standards”, “Company Information Disclosure and Compilation Rules for Public Offering of Securities No. 15 – General Provisions on Financial Reporting”;

(2) Credit financing, tax supervision, etc.

4, the topic

The topic is a good classification method. In a process of reorganization and one-time increase, the whole process of stopping the resumption of trading, information disclosure, convening of the three sessions, insider information registration, public opinion monitoring, equity registration, and document filing will form a working form. After the implementation is completed, the whole process work materials are organized into a special folder, which is a good method for systematically combing knowledge.

Examples of topics: IPO, backdoor listing, mergers and acquisitions, non-public offerings, share repurchases, preferred stocks, corporate bonds, convertible bonds, convertible bonds, equity distribution, equity incentives, employee stock ownership plans, block trades, etc.

5, other

(1) National policies and economic environment;

(2) Industry knowledge: continuous accumulation of the development of the industry sector in which the company is located, and continuous tracking of upstream and downstream industries;

(3) The market, industry index, and company stocks.

Third, how to build a knowledge system

I recommend designing a table according to the knowledge system classification. You can start from the basic part of the second section above, from the big category to the sub-category. For the professional knowledge that has already been understood, it can be supplemented and perfected. You can only list the knowledge title in the table. Basic description) and number, and then create a folder according to the number, which is convenient for querying.

The construction of the knowledge system is a step-by-step, continuous process, re-emphasizing not to aim at the number of collection rules and regulations, but to build and enrich your own unique knowledge system based on the understanding of the terms in the process of establishing the system. .

In addition, big data and cloud storage technologies are developing rapidly, data storage capacity is greatly improved, and online knowledge retrieval libraries such as securities regulations have become a reality, including information such as Xingong Consulting and Yidong, and mobile information retrieval is very convenient (not advertising). ), and in the ongoing upgrade, many of the content that has not been added to our knowledge system can be easily found online, in case of emergency needs. But remember, for the new knowledge and new rules learned through the search, you still need to enrich your knowledge base, otherwise it will be forgotten after a while and can only be re-find. In addition, the richness of the new knowledge content is not simply a matter of saving the file to the computer. For your own understanding, you can take notes in the file to make it easy to use in the future.

Going back to the beginning of the article, when you have a clear direction and the knowledge system infrastructure is shaped, you can wait to add content to different categories, and the useful articles you see on WeChat can be collected in a targeted manner.

Fourth, update and expand the knowledge system

We must understand that the entire body of knowledge is constantly enriched and expanded. There is no end to the end of the day, and it is always in the midst of change, and may overturn some parts of our previous knowledge system and need to be re-adjusted. In the rapidly changing capital market, in the rapid development of the Internet, madness is entangled in everything, so fast that we have no time to make longer-term plans, because things that can be foreseen today have changed dramatically, so continue and focus on It is the right thing to do now, don’t be greedy at one time.

Note here that the expansion of the knowledge system is not to memorize every law and regulation, to remember every security and financial concept, because most people’s brain memory is not very reliable and efficient, and now there is a growing knowledge base of online laws and regulations, convenient Easy to use, no need to remember.

At the same time, the role of knowledge lies in the use of it. We must form a basic knowledge framework in our minds. We only need to master the most basic and commonly used parts. Others can be intensified and supplemented through the practice process, just like learning a foreign language and mastering it. The basic language structure and sentence composition, the follow-up is to improve by speaking and writing. Therefore, it is an excellent opportunity to enrich the knowledge system to cherish every new task and new project encountered in the work. It is more useful than reading many books and how many books.

Finally, let’s say, don’t be a “reaching party”, expect others to have a ready-made database to put it on the computer, telling you that there is no use, you have not understood and used it, you need to be confused when you need it. No information was found.

(Personal WeChat: cenbin-25, not available for reprint)