A Series Of Interviews With 30 People In China'S Capital Market In The Past 30 Years

"What is Dong Mi?"

After 30 years of development of China's capital market, there are many answers to this question: it is the enterprise's sounder, the bridge between investors and enterprises, the lubricant of the capital market, and a "generalist".

With the normalization of capital operation, as a necessary participant in the IPO of enterprises, the position of Director Secretary is becoming more and more important, which seems to be a role at the intersection of interests of all parties in the capital circle.

Maybe he had no time to pay attention to the role of capital market in China 10 years ago. From "no name" and marginalization, to gradually establishing identity, and then to the first person in charge of dealing with the capital market, the history of Dong's development is also a wonderful sidelights of the 30th anniversary of the capital market. With the deepening of market-oriented reform and the coming of registration system, the position of Director Secretary is still brewing new changes, and the demand for Director Secretary has become more huge and urgent.

Looking back on the 30 years since the birth of China's capital market, the 21st century economic reporter interviewed Dong Mi Hu Zhikui of Huaxin shares. He is the only one of the first batch of directors and secretaries in mainland China known as "Huangpu phase I". He has experienced the important moment of the first B-share issue in mainland China. He has successively worked in vacuum electronics and Huaxin shares, and his career as a Director Secretary is almost the same age as that of China's capital market.

The evolution history of Dong secretary's position

21st century: you are one of the first directors of the capital market in mainland China. What kind of opportunity did you come into contact with this profession?

Hu Zhikui: I used to be a university teacher. When I was making graduation assignment for students, I contacted HR manager of electric vacuum (Vacuum Electronics). If I wanted to change the environment, I went to the old stereotype vacuum electronics. As soon as I went in, I asked to go down to the workshop for training and work in three shifts with front-line workers. Later, the company selected and trained cadres. Through this opportunity, I worked in the company's headquarters from the most basic level of the enterprise.

After arriving at the headquarters, he first worked in the investment department, then did futures, and then was transferred to the joint-stock office. There were only me and the director in the office. As a result, after working with the director soon, the director resigned and I took over the job. In May 1996, the company sent me to participate in the first batch of mainland board secretary training organized by Shanghai Petrochemical holiday resort, which is known as "Huangpu phase I", and I have been in this position.

21st century: as the first batch of directors' secretaries, you participated in the first session of the training organized by Shanghai Stock Exchange. Please recall the training situation at that time.

Hu Zhikui: at that time, we were given lectures by leaders of the Securities Regulatory Commission and the stock exchange, as well as leaders from the Hong Kong Association of secretaries. This is a very systematic training, including legal, financial, capital market knowledge and so on. In the early hours of the morning, we are very strict in filling in the exam, and we often study hard. But after this round of training, we have a better understanding of the functions of the secretary.

21st century: in the past 30 years, what changes have taken place in the functions of your secretary, from vacuum electronics to Jinling and then to Huaxin?

Hu Zhikui: in 1996, the first session of the training for directors and secretaries of Shanghai Stock Exchange marked the birth of the first batch of professional directors. At that time, more than 40 directors from B-share Companies participated in the training. At that time, I was the youngest, and my eldest brothers and sisters were retiring one after another. I am the only one who still holds the post. One of the things I was very impressed by was that a colleague in charge of the work of the Director Office of a large company said that he was arranged to have dinner with the driver at the celebration banquet for the listing of their company. Therefore, it is not difficult to imagine what the position of the Director Secretary was in the early 1990s.

Before that, the director of the joint-stock office or the general manager's office was in charge of this share in the listed companies. At that time, there were not many people in this position. Its main function was information disclosure, which could be called the 1.0 version of the board secretary. After the share reform in 2005, many companies have market value demands and more institutional investors. This is the version 2.0 of Dong secretary. After 2015, with the advent of the Internet era, enterprises began to transform, merge and reorganize, and the functions of Dong secretary went up to a higher level.

Generally speaking, there was no concept of Director Secretary in the capital market at the beginning, and the company law promulgated at the end of 1993 did not mention the word of Director Secretary. It was not until the training of the exchange in 1996 that the title of "Dong Secretary" came into being. The concept of "Director Secretary" was first mentioned in Section 3 of Chapter 5 of the guidelines on the articles of association of Listed Companies promulgated by the CSRC at the end of 1997, and the term "Director Secretary" was mentioned for the first time, and the responsibilities of the Director Secretary and the position of the senior management personnel were clarified. On April 8, 1999, the China Securities Regulatory Commission (CSRC) issued the work guidelines for the Secretary of the board of directors of overseas listed companies. For the first time, it described in detail the functions, status, legal responsibilities and qualifications of directors and secretaries, and clarified the rights, responsibilities and interests of directors and secretaries from the system. Although they are aimed at overseas listed enterprises, this is a milestone event.

The registration system puts forward higher requirements for directors and secretaries

21st century: what is the most important ability in the changing process of the functions of directors and secretaries?

Hu Zhikui: what I personally feel the most is to keep learning. From only being responsible for trust, to market value management, to mergers and acquisitions, and to the current registration system, the requirements for directors and secretaries are higher and higher. In recent years, new policies have emerged one after another. I spend a lot of energy on learning and digesting new laws and regulations, so as to ensure the company's compliance. I feel that although I started early, I would fall behind if I didn't study. Dong secretary's own professional quality, business knowledge, this demand is higher and higher.

The profession of Dong Secretary involves mastering various kinds of knowledge. I once said to my assistant, "don't complain about working, it's practicing basic skills.". Our basic standard is whether your knowledge of industry and finance is competent for the work of industry researcher of securities company or fund company; whether your knowledge of securities regulation is competent for the work of law firm, we should ask ourselves according to such standard. I used to be in the real estate industry. I asked the staff in the office to write their own industry analysis reports. When communicating with researchers, we were all experts. He also has a special feature, that is, he should be familiar with laws and regulations, have a strong sense of compliance, and be very careful in his work.

21st century: what significant changes have taken place in the capital market in terms of information disclosure in the past 30 years?

Hu Zhikui: Xinpi has changed a lot. The prospectuses and annual reports of the 1990s are relatively simple. At that time, there were few compliance requirements, and it was relatively easy to master the credit scale. Later, with the increase of supporting laws and regulations, Xinpi came to the second stage, which was the through train stage. After 2013, the company with good faith will directly enter the through train, and its essential difference is pre audit and post audit. This is a good thing for the listed companies, and we should strive to raise the letter to a higher level.

The biggest change is that after the stock disaster in 2015, the stock pledge of listed companies began to have problems. The work that the exchange is still doing is penetrating supervision and substantive supervision.

For example, there are many hot spots in the epidemic that many companies rub masks and meltblown cloth. At this time, the exchange conducts substantive supervision through continuous inquiry to see whether the company has this product and how much the relevant business accounts for the company's operation, and so on, just like the 12 gold medals issued.

With the increasingly strict supervision and frequent occurrence of laws and regulations, the pressure on compliance and trust of listed companies is increasing, and the punishment is also strengthened. Therefore, the requirements for directors and secretaries are higher and higher, and more and more people may be punished in the future. However, I would also like to emphasize that Shin Pei is definitely not a personal affair of the Secretary, but a matter that runs through the management, middle-level, grass-roots and even the whole company.

The 21st century: the common hot spots in the capital market may be the company's demand for market value management. How can the Secretary coordinate the interests of all parties without violating the letter?

Hu Zhikui: there may be such a contradiction. Generally speaking, before an event happens, the Secretary of the board should position itself according to the requirements of the regulatory authorities, see the interests of the matter and make it clear to the leaders.

For example, in 2003, the China Securities Regulatory Commission issued a circular No. 56 on external guarantee. Listed companies are not allowed to provide guarantee for participating subsidiaries. But if I don't provide guarantee, the liquidity of the enterprise will be exhausted. What should I do at this time? On the one hand, the Secretary needed to explain clearly the provisions of the regulations to the leaders, on the other hand, he reflected the difficulties in operation to the regulatory authorities. Later, No. 56 document was changed into No. 120 document.

21st century: with the increasingly high requirements of supervision on the trust of listed companies, more and more intermediary agencies have been created to provide trust services for companies. How do you view the role of these institutions?

Hu Zhikui: Although I have been called "ashes" by my friends, I still encounter many problems. Intermediaries are the lubricant of the capital market. However, even if the work of intermediary organizations is done, the directors and secretaries should try their best to check the work for the company.

21st century: what is the difference between the institutions that listed companies used to contact with and now?

Hu Zhikui: in the past, there were relatively few market companies, and there were fewer B-shares of scale. When overseas securities companies and funds came, they were a team. Those who had laws, finance, taxation and industry asked the core questions. They would ask questions in a row, which was like a hall meeting, and there would be pressure on the reception organization. Now there are more research institutions and reports, and the information disclosure is transparent. However, with the continuous development and improvement of the capital market, the professionalism of investment institutions is becoming stronger and stronger, the regulatory regulations are becoming more and more strict, and the requirements for directors and secretaries are also improved.

The integration of capital market with overseas needs to improve the supporting system

21st century: the issuance of B shares was regarded as a measure of financial opening at that time. In the past two years, the intensity of financial opening has been increasing. What changes will this bring to the capital market?

Hu Zhikui: in 2002, great progress was made in financial opening up, and foreign investors were allowed to participate in funds and securities companies in mainland China. In August 2012, the revised version of the rules for the establishment of foreign-funded securities companies clearly stipulated that the proportion of foreign-funded securities companies should not exceed 49%. Later, it was relaxed to allow foreign investors to hold shares. Before that, the upper limit of foreign investment in joint venture securities companies was 1 / 3. In the past, the shareholding ratio of danshixin, a foreign-funded subsidiary, can not exceed 1% in the past.

The impact of financial opening on the overall market structure should be both positive and negative, whether in the long term or in the short term. We are primary school students and others are doctors. The problem is that if the market does not open, you are still a primary school student; if the market opens, can you withstand the impact of the outside world?

In the field of securities companies, with the opening up of finance, we will surely see the rise of mergers and acquisitions in this field, which is also a test for us. More than 80% of the business of small and medium-sized securities companies in mainland China is brokerage business, and brokerage business depends on heaven. 20% of the business, such as finance, investment banking and so on, is more powerful than the business of Finance and investment banking.

After the liberalization of overseas securities companies, small and medium-sized securities companies will be more passive if they do not do anything. Therefore, they must transform to financial technology, wealth management and increase fixed income business. Small and medium-sized securities companies to play their own advantages, such as our company's financial technology is more excellent.

21st century: how to view the influence of registration system on capital market?

Hu Zhikui: the registration system is a very good thing. In the 1990s, there were more than 6000 listed companies on NASDAQ in the United States, and now there are still 1100 left. Running water is not corrupt. It is the concept of mobility.

It is right to change the registration system from continuous profit to continuous operation. I personally feel that the system of St needs to be improved. Some industries have industrial cycles. If they are st, how do you spend the remaining years? Sometimes a company may be willing to lose money for several years in order to get stuck. The core of the launch of the science and technology innovation board and the implementation of the registration system of the gem is science and technology. Technology companies are unlikely to be profitable in the first place. In addition, those engaged in drug research need a large amount of basic investment in the early stage, so it is difficult to make profits.

Another important aspect of the registration system is the supporting system. For example, the penalty system, the early cost of illegal punishment is low. In the litigation system, there are class actions overseas. If we want the mainland capital market to really connect with overseas, we also need to improve the supporting system. The current reform direction is right, let the listed companies survive the fittest, focus on the core business of sustainable operation.

Of course, delisting may bring another problem: how to protect the interests of investors? In addition to supporting systems, investors should also have their own rational judgment. In other words, it is the vast number of investors that moisten the capital market. Regulators and listed companies should care for them. They are "parents of clothing and food", and all parties in the market should perform their respective duties.

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