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Board secretary practice course

Board secretary practice course

The second phase will start in November 2016


Build internal investment banking experts and investor relations management experts


Project background
  With the continuous dividend of the new third Board market policy, the Shanghai Science and Technology Innovation Board and the strategic emerging Board have been opened, and the implementation time of the registration system reform is approaching, China will truly enter a multi-level capital market system。In the future, more and more listed and listed enterprises will face two new tasks different from the previous entity operation in the capital market
  First, enterprises need to learn to deal with PE/VC, securities firms, law firms, accounting firms and other institutions. How to ensure effective communication, orderly planning, and the ultimate goal of corporate interests rather than the interests of each institution?Second, as the main body of the future listing and listing wave, private enterprises will inevitably face the problems of major shareholders' demand for cash and the dispersion and dilution of equity. How to manage the company's market value, effectively defend against malicious mergers and acquisitions in the secondary market, and ensure the management rights of major shareholders?The nature of the dispute between Baoneng and Vanke, and the dispute between Wolnuclear Materials and Changyuan Group all indicate that listed companies need to reasonably plan and formulate their own capital operation solutions to achieve capital risk control under the condition of equity dispersion。
  For the enterprises to be listed and listed, the secretary of the board of directors, as the key position for the implementation of the above two tasks, will be the internal investment banking expert and the external investor relations management expert。On the one hand, the board secretary talent itself is a scarce resource, and the external parachuting has the risk of high cost and high risk, so it is the best choice for enterprises to train their own professional and reliable board secretaries。

Core value
      • How can the board secretary be an investment banker, strategist and resource integrator inside and outside the enterprise, rather than just a secretary?

      • How to do the systematic planning of enterprise listing to ensure the smooth progress of enterprise listing?

      • How does the Board Secretary deal with PE/VC to help the company gain the favor and support of the capital market?

      • How do directors' secretaries coordinate the work of brokers and lawyers to prevent listing risks caused by ineffective work of intermediaries?

      • How to solve the problem of equity history, formulate equity incentive and employee stock ownership plan, and build the most favorable corporate governance structure?

      • How can the board secretary obtain maximum financing scale with minimum financing cost under reasonable and legal premise?

      • How do directors' secretaries plan the control arrangements of the company before and after listing, especially to control the capital risks in the case of dispersed equity after listing, and to guard against and deal with malicious mergers and acquisitions in the secondary market?

      • How to deal with emergencies, conduct crisis public relations, and prevent the loss of company interests?


  This course focuses on the career orientation, key competencies and core work of board secretaries, with specific Settings as follows:

模  块

课  程

Core content

Module one
Career orientation of board secretary

Dong's self-definition and capital market positioning

  • Board secretary in multi-level capital markets

  • Roles and functions of the Secretary of the Board

Knowledge structure and ability requirements of board secretaries

  • Professional quality and self-development of board secretary

The daily work system of the board secretary

  • Responsibilities, powers and benefits of the secretary of the board of directors

  • Board of directors correspondence standard requirements

Module two
Key competencies of board secretary

A board secretary must have financial knowledge

  • Financial and accounting knowledge framework system

  • Interpretation and analysis of financial statements

  • Restructuring and listing main financial work

  • The chief concern of the Board Secretary is financial issues

  • Financial risk assessment and tax planning

  • Financial reasons are not typical case analysis

Necessary legal knowledge for board secretaries

  • Restructuring and listing main legal work

  • The chief concern of the Board Secretary is legal issues

  • Analysis of legal issues such as competition in the industry, related party transactions, shareholders' rights and interests

  • Operation norms and legal responsibilities of listed companies

  • Legal reasons were denied typical case analysis

Module three
The core work of the secretary of the board

Corporate governance

  • The role of directors' secretaries in corporate governance

  • Operation and management of shareholders' meeting, board of directors and Board of supervisors

  • How to build an effective Board of Directors

  • Employee stock ownership and equity incentive scheme design

Pre-ipo financing practice

  • How to write a business plan

  • Private equity financing strategies and key points of attention

  • Due diligence and fund selection

  • Valuation methods and core terms

  • Analysis of the doubts and difficulties of private equity investment and financing

The preparatory work before the listing of the enterprise

  • Set up a preparatory group and identify the members of the group

  • How to choose intermediaries, communicate and coordinate with intermediaries

  • Determine the issuer's principal qualification and the company's legal theory and standardized operation

  • Preparation and declaration of listing approval materials

  • The listing approval materials shall be submitted to the SFC at the stage of stock offering and listing

Pre-listing project planning
  • Planning of the investment project

  • Project feasibility analysis

  • Information disclosure of fundraising research reports

  • Management of raised funds and use of overraised funds

Pre-listing and post-listing control arrangements

  • Pre-ipo: Control arrangements in the investment term Sheet and articles of Association

  • Post-listing: Defensive measures for hostile mergers and acquisitions in the case of dispersed ownership

Market value management
  • The significance of market value management

  • Market capitalization and shareholder profit model

  • The influencing factors of market value and its mechanism

  • Issue inquiry, capital market fluctuation and cycle

  • The normal mechanism and working system of market value management

Mergers and acquisitions enhance corporate value
  • The basic method and process of merger and acquisition, motivation and scheme design

  • Financing arrangements and tax policies in mergers and acquisitions

  • Due diligence and regulations in M&A

  • Research on the basic principles and methods of M&A valuation

  • Resource integration and incentive mechanism in mergers and acquisitions

Investor relations management and media relations

  • Investor relations management and work plan, organization and implementation

  • Crisis public relations awareness and principles

  • Information disclosure system and operation

  • Media communication strategy and path

  • Public relations literacy enlightenment and promotion

  • Press speaking skills

Module 4
Project roadshow and exchange inspection

  • Project roadshow and case study of listed enterprises

  • Gold board secretary in-depth exchange activities

  • Visit and inspect outstanding listed enterprises


Teaching staff

A strong teaching team consists of core EMBA professors from Fudan University's School of Management and experienced investment experts。Some of the teacher profiles are as follows:

Ma Yongbin

He is an associate professor at Shenzhen Graduate School of Tsinghua University, a well-known expert on corporate governance and equity incentives, and an expert on mergers and acquisitions and business models。 

Sun Yongping

Senior Economist, Certified Public Accountant in China。He has successively served as a member of the Academic Committee of Shanghai Economic Management Cadre College and a member of the Academic Committee of Shanghai Institute of Chief Accountants。He is currently a senior expert of Shanghai Financial Accounting Management Center and an expert of Budget Committee of Shanghai SASAC。

Liu Guofang

Professor of Wudaokou School of Finance, Tsinghua University, China's first PhD in market value management, President of Beijing Luyuan Tianwen Investment Consulting Co., LTD., Executive director of Market Value Management Research Center of Chinese Listed Companies, and senior consultant of International Finance Corporation of the World Bank。


Postdoctoral fellow and professor of Shenzhen Stock Exchange Comprehensive Research Institute, Chief economist and Director of First Securities Co., LTD., currently Chief economist and Director of Investment bank of Deppon Securities, a comprehensive brokerage and one of the first sponsor institutions。

Hu Ruyin

He is the chief economist of Shanghai Stock Exchange, the academic member of the New Political Economy Research Center of Fudan University, the academic member and executive director of the Chinese Society of Finance, the special decision-making and consulting expert of the Shanghai Municipal Government, and the special allowance expert of The State Council。

徐 新

Founder of Today Capital Group, member of the Board of Directors of China Venture Capital Association, one of the best venture capitalists in China, with more than 10 years of venture capital experience in China。Named "Asia's 25 Most Influential People" by Businessweek magazine.At the end of 2014, Xu Xin won the second place in Forbes' Chinese edition of the "Best Venture Capitalists in China" list。

唐 潮

Partner and lawyer of Yingke (Shanghai) Law Firm。Doctor of Law, Tulane University, USA。He was a senior United States Senator。He is good at corporate governance, risk prevention, equity incentives, restructuring and listing, private equity mergers and acquisitions, and international trade law, and has served as a perennial legal adviser to dozens of well-known enterprises and an independent director of several companies。

王 雪

Shanghai GEM listed company "Board Secretary Club" founding chairman, former board secretary, vice president of Ruiqi Shares。

Expert lecturers

Together with Pricewaterhousecoopers, Lixin Accounting and other top accounting firms, Jintiancheng Law Firm, Guotai Junan, Guohai Securities, Shenwan Hongyuan and other securities brokerages, Shanghai Stock Exchange board secretary training experts, a number of listed companies gold board secretaries, formed a strong expert lectern group。


Admission matters

Enrollment target:
  Secretary of the board of directors, chief financial officer, chief legal officer and other listed management personnel of the company to be listed or already listed;
  Chairman, general manager, deputy general manager and other senior management personnel responsible for the capital operation of the company; 
  Accountants, lawyers, investment directors, investment managers and other professionals who are interested in working as board secretaries。 
  Note: This course does not enroll leading cadres of party and government organs, civil servants, senior managers of state-owned enterprises and institutions。

Application requirements:
  More than 6 years working experience, more than 3 years middle and senior management experience;College degree or above。

Course structure:
  The academic duration is eight months, with two days of research and training every month (Saturday and Sunday). In addition to extracurricular activities in Fudan headquarters, mobile classes and enterprise visits are arranged during the period。

Registration procedure:

  • Applicants should submit the following materials to the Senior Management Development Center, School of Management, Fudan University:

  • Application form, personal resume, corporate profile, ID card and copy of education certificate each, 2 "ID photo 2;

  • The School of Management of Fudan University will review the application materials and select the best applicants based on their work performance and the order of application.

  • The School of Management of Fudan University sends the admission notice. Upon receipt of the notice, the applicant shall pay the full tuition fee in one lump sum within the prescribed time, complete the relevant admission procedures, and prepare for class。

Course Fees:
  RMB58,000Yuan (including lecture fee, certificate fee, lunch during class, etc.)。

Start time

 The second phase will start in November 2016

Certificate issuance:
  After completing the course and passing the examination, Fudan University will issue a certificate of completion, and become a dual alumnus of the School of Management and the Finance program of Fudan University。