“Science and Technology Innovation Board Daily”, May 29 (Reporter Guo Hui) Guandian Defense and its actual controller received a “Notice of Case Filing” from the Securities Regulatory Commission yesterday (May 28) due to suspected disclosure violations, and the case was officially opened for investigation.

Meanwhile, according to the content of the response to the exchange inquiry letter issued by Guandian Defense, the company admitted after a self-inspection that the company's capital outflow totaling about 420 million yuan constituted an occupation of the capital of the listed company by the actual controller and its related parties; about 18 million yuan of transactions with suppliers had no commercial substance.

Admit the actual controller's illegal occupation of about 420 million yuan of listed company capital

On April 30 of this year, on the same day that Guandian Defense released its 2023 financial report, the company's auditing agency, Daxin Certified Public Accountants, issued an audit report with reservations on the company's annual report and issued an audit report with negative opinions on the internal control of financial reports.

According to the “Science and Technology Innovation Board Daily” reporter combing through the above audit report, the auditing agency discovered that, first, Guandian Defense had a situation where the use of large funds of at least 229 million dollars was unknown; second, Guandian Defense had cases where large amounts of illegal external guarantees were violated in the past; third, in terms of product sales, Guandian Defense also failed to effectively implement internal control management systems in terms of control such as authorization approval, sales pricing, contract execution, and shipping approval, etc., and formed internal control flaws.

The Shanghai Stock Exchange has successively issued two regulatory letters to Guandian Defense in this regard, pointing directly at Guandian Defense's chaotic financial and internal control issues over the past year.

According to the content of the regulatory letter, the exchange inquired about 14 issues, including the company's 2023 monetary funds, cash flow from acceptance notes and financing activities, transactions, revenue recognition methods and execution, customer structure, sales model, and revenue for the fourth quarter of last year, and requested additional disclosure of relevant specific information.

Yesterday (May 28), Guandian Defense responded to an inquiry about the exchange. After investigation, it acknowledged some facts about the use of funds and illegal guarantees.

Specifically, Guandian Defense believes that the capital outflow from the company's other non-current asset balances at the end of 2023 constituted the actual controller Gao Ming and his affiliates's capital occupation of listed companies, of which there was an outflow of 139 million yuan in 2022; an outflow of 145 million yuan in 2023; at the same time, the company also transferred out 141 million yuan in April 2024. The total amount of the above capital is about 420 million yuan.

After verification by the sponsor agency and accountant, it was discovered that the actual flow of the above funds included use or transfer to the actual controller Gao Ming and his close relatives.

In terms of financial transactions with suppliers, the balance of the top ten suppliers involved in advance payments at the end of 2023 totaled RMB 25.9926 million. After self-inspection by the company, there was no commercial substance, and the amount was not refunded to RMB 18.5411 million.

Currently, a total of as much as 159 million yuan of the above capital has not been returned to the listed company, which constitutes the actual controller Gao Ming and his related parties taking up the capital of the listed company.

In terms of the illegal guarantee situation, after self-investigation, there was a time deposit pledge of about 300 million yuan and a restricted security deposit of 31 million yuan in Gudian Defense history, which have now been lifted. However, in 2024, there are still new additions to the above situation, including 138 million yuan of time deposits being pledged, and 30 million yuan as a pledge guarantee for related party Zhaoyang Culture; at the same time, there is also a situation where financing facilities are provided for other companies' factoring business without commercial substance, and the corresponding debt amount is 355.25,600 yuan.

The actual controller resigns as general manager's brother Li Zhenbing to “fill the position”

On the same day that the preliminary investigation announcement was issued, Gao Ming, the actual controller of Guandian Defense, resigned as general manager, but will continue to serve as the chairman of the company's board of directors and the convener of the Strategy Committee. Meanwhile, the company announced that the board of directors will appoint Li Zhenbing as the company's general manager.

According to information, Gao Ming, the current chairman of Guandian Defense, and Li Zhenbing, the company's director and board secretary, are siblings. The two were acting in concert. By the end of the first quarter, their total shareholding ratio in the company had reached 50.70%. Among them, Li Zhenbing held approximately 38.34 million shares in the company.

For family businesses such as Guandian Defense, investors are also calling for the abandonment of the previous extensive business model.

In 2023, Guandian Defense achieved revenue of 212 million yuan, a year-on-year decrease of 27.12%; realized net profit of 25.213 million yuan to mother, a year-on-year decrease of 71.30%. The company said that the company's sales revenue for drone flight services and data processing, drone systems and intelligent defense equipment changed last year, mainly due to the macroeconomic environment and mid-term adjustments in related industries, and delays in acceptance confirmation of some projects.

Guandian Defense said that drones are currently the leading industry in the low-altitude economy. The company is currently using drones as the core, with two major business segments: flight services and data processing, drone systems, and intelligent defense equipment. In addition to the anti-drug field of drones, the company said it is also cultivating new application markets in response to application characteristics and needs in fields such as resource investigation and environmental monitoring.