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Zhang Xiaohui, reporter of Economic Observer If the actual controller Gao Ming fails to repay the funds occupied by Guandian Defense Technology Co., Ltd. (688287.SH, hereinafter referred to as "Guandian Defense") by October 31, the latter will be subject to other risk warnings (ST).

Guandian Defense is a company listed on the Science and Technology Innovation Board. On July 29, Guandian Defense disclosed that the company's self-examination found that the actual controller Gao Ming had misappropriated funds. As of May 29, the amount that had not been returned was approximately 159 million yuan, constituting the misappropriation of funds of the listed company by the actual controller and its affiliates, accounting for 15.97% of the company's latest audited parent net assets. As of the announcement date, Gao Ming had returned 10 million yuan, and there were still approximately 149 million yuan to be returned. If Gao Ming fails to repay the misappropriated funds before October 31 (including October 31), Guandian Defense will be subject to ST in accordance with the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" (revised in April 2024).

On August 1, a staff member of the Secretary's Office of the Board of Directors of Guandian Defense said in an interview with the Economic Observer that the total dividends distributed by the company this year exceeded 22 million yuan. Of this part of the dividends, the company directly deducted the dividends belonging to Gaoming (8.9697 million yuan), and Gaoming also repaid part of the funds (1.0303 million yuan). Combined calculation, Gaoming has repaid 10 million yuan in funds in July.

Under investigation

The Economic Observer asked, why did Gao Ming occupy the funds of the listed company? Was he in a debt crisis, or was there another reason?

A staff member of the Secretary's Office of Guandian Defense said that the company did not know the specific reasons why the actual controller Gao Ming occupied the funds, but believed that he would abide by his promise and repay the money before October 31. Moreover, the actual controller needs to make these promises to the regulatory authorities.

According to the announcement of Guandian Defense, the actual controller Gao Ming promised to repay to the company all the funds occupied and the interest during the period of all funds occupied calculated according to the bank loan benchmark interest rate during the same period before October 31, 2024.

According to the annual report of Guandian Defense, the company is a national-level specialized "little giant" and high-tech enterprise. It is the leading domestic drone anti-drug service provider and the earliest domestic company engaged in the research and development of drone anti-drug products and the industrialization of services. Its main business is drone flight services and data processing and the research and development, production and sales of drone systems and intelligent defense equipment. Gao Ming's occupation of Guandian Defense's funds first occurred in 2023. On May 29, 2024, the listed company disclosed relevant information about the actual controller's occupation of the listed company's funds. On the day of the disclosure, Guandian Defense's stock price plummeted to 5.39 yuan, a drop of 15.12%, and fell to 4.24 yuan in the following month. At this time, the total market value of Guandian Defense was less than 2 billion yuan.

On May 29, after Guandian Defense revealed that its actual controller had misappropriated funds, the China Securities Regulatory Commission decided to launch an investigation into Guandian Defense and Gao Ming on the grounds of suspected illegal and irregular information disclosure.

On April 29, Guandian Defense's closing price was 9.44 yuan. That evening, the company disclosed an internal control audit report with a negative opinion. On April 30, Guandian Defense's stock price plummeted to 8.08 yuan, a drop of 14.41%.

Daxin Accounting Firm issued a qualified opinion audit report on Guandian Defense’s 2023 financial report and a negative opinion audit report on its 2023 internal control.

On April 30, the Shanghai Stock Exchange sent a regulatory inquiry letter to Guandian Defense regarding the disclosure of information in its 2023 annual report, requiring Guandian Defense to answer 14 questions.

The fifth question involves current accounts. At the end of 2023, Guandian Defense had a prepaid balance of 27.7897 million yuan, a year-on-year increase of 101.32%. At the end of the first quarter of 2024, the company had new other receivables of 37.3777 million yuan and other payables of 36.0715 million yuan. The Shanghai Stock Exchange asked Guandian Defense to answer whether the actual controller had occupied non-operating funds.

After several extensions, Guandian Defense responded to the Shanghai Stock Exchange's inquiry letter on July 3, admitting that the actual controller had misappropriated the listed company's funds.

Details of funds used

Guandian Defense gave more details in the announcement released on May 29 on the self-inspection and rectification of non-operating capital occupation and illegal guarantees.

Guandian Defense said that at the end of 2023, the balance of the top ten suppliers involved in the company's prepayments totaled 25.9926 million yuan. After the company's self-examination, the amount of money that did not have commercial substance and was not returned was 18.5411 million yuan, constituting 18.5411 million yuan of funds occupied by the actual controller and its affiliates of the listed company. As of April 28, 2024, Guandian Defense recovered 212 million yuan of other non-current assets and returned compensation (compensation for the occupation of funds by the actual controller) of 5.9333 million yuan, totaling 218 million yuan. On April 29, Guandian Defense transferred out another 141 million yuan. The company stated in the announcement that the reason was that Gao Ming lacked financial knowledge and believed that the temporary filling of the above funds through short-term loans could reduce the impact on the listed company. Therefore, on April 28, he borrowed money and returned 141 million yuan to the company through its affiliate Beijing Zhaoyang Culture Co., Ltd. (hereinafter referred to as "Zhaoyang Culture"), and on April 29, he transferred the funds out of the company according to the loan agreement and repaid the loan. As of May 29, the 141 million yuan had not yet been returned, constituting an occupation of the listed company's funds by the actual controller and its affiliates.

Adding the above amounts of funds occupied in 2023 and 2024, we get the data at the beginning of this article. Gaoming occupied a total of 159 million yuan of funds from listed companies (10 million yuan has been returned so far).

In addition to the occupation of funds, Guandian Defense has also provided illegal guarantees. On May 29, Guandian Defense issued an announcement on the "Self-examination and Rectification of Non-operating Fund Occupation and Illegal Guarantees". The announcement shows that as of the disclosure date, Guandian Defense had 138 million yuan of time deposits in a restricted pledge state, of which 30 million yuan was a pledge guarantee provided for the related party Zhaoyang Culture. At the same time, there is a situation where financing facilities are provided for other companies' factoring business without commercial substance, and the company is the final payer, corresponding to a debt amount of 35.5256 million yuan, all of which are newly added in 2024.

On June 25, Guandian Defense disclosed that the company recently signed a "Supplementary Agreement to the Pledge Contract" with the bank. Both parties agreed that the original "Pledge Contract" would be terminated in advance on June 23, 2024, and both parties had completed the procedures for releasing the pledge of the pledged property under the original contract on the same day. The company's 138 million yuan time deposit certificate illegal guarantee has been released. This illegal guarantee did not cause substantial economic losses to the company.

On June 25, Guandian Defense said in its reply to the Shanghai Stock Exchange's "Inquiry Letter on the Pledge of Shares by the Actual Controller" that Gao Ming's assets mainly include listed company shares, real estate, etc. At the same time, Gao Ming promised to do its utmost to urge the debtors involved in the company's 138 million yuan illegal guarantee to repay the debts to the creditors in full and on time.

The equity structure of Zhaoyang Culture shows that it is a company controlled by a natural person. Gao Yunying is the major shareholder, holding 89.93% of the shares; Du Guangqin holds the remaining 10.07% of the shares.

Just over two years after Guandian Defense went public, a scandal broke out in which its actual controller embezzled funds of the listed company and provided illegal guarantees.

According to the public resume, Gao Ming was born in November 1970. From July 1990 to June 1992, he worked in the Fuel Department of the former Ministry of Materials of the People's Republic of China as an assistant to the office director; from July 1992 to June 1993, he worked in World Book Publishing Company as an editor; from July 1994 to August 2014, he worked in Beijing Zhaoyang Culture Company (the old name of Zhaoyang Culture) as a legal representative and manager; from August 2004 to date, he has worked in Guandian Defense and is currently the legal representative, chairman and general manager of the company. From the perspective of equity structure, Gao Ming directly holds 40.35% of the shares of Guandian Defense and is the largest shareholder; the second largest shareholder, Li Zhenbing, holds 10.35% of the shares and is Gao Ming's concerted actor. The two together control 50.70% of the shares of Guandian Defense.

Now, there are less than three months left to determine whether Gao Ming can repay the money on time and whether Guandian Defense will be subject to ST.

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Zhang Xiaohui, reporter of Economic Observer

Capital Markets Reporter
He has been engaged in the news industry for more than 12 years, focusing on current affairs and corporate news reporting, and is good at interviewing, investigating, collecting evidence and making breakthroughs. He has worked in the East China News Center (Shanghai) of the Economic Observer since 2006, and was stationed in Chongqing in 2008, responsible for news reporting in the southwest region. He is based in Chongqing.