Core Viewpoint - *ST Guandian has released a rectification report in response to regulatory warnings regarding non-operating fund occupation by its actual controller, inadequate information disclosure, and internal control failures [2][3][7] Summary by Relevant Sections Regulatory Actions - The company received a regulatory warning letter for fabricating accounts payable and providing financing to other companies through factoring, resulting in a bank deduction of 143 million yuan from December 2024 to April 2025 [3][7] - The actual controller, Gao Ming, acknowledged the non-operating fund occupation, with an outstanding balance of 96.9472 million yuan yet to be repaid [3][7] Financial Issues - As of the latest reports, the company has a total of 161 million yuan related to factoring activities, with the actual controller promising to recover funds from other companies involved [4][7] - The company has faced significant financial discrepancies, including a 139 million yuan overstatement of bank deposits in its 2022 annual report due to improper accounting practices [7] Rectification Measures - In the rectification report, *ST Guandian proposed several measures, including the establishment of online banking and alert functions for special accounts to monitor fund movements [5][8] - The actual controller has committed to repaying the non-operating funds by October 31, 2025, using self-raised funds [5][6] Governance Improvements - Following the penalties, the company has revised or established new governance policies, including measures to prevent fund occupation by the controlling shareholder and related parties [7][8] - The company aims to enhance internal controls and compliance with relevant laws and regulations, ensuring that similar issues do not recur in the future [8]

Core Viewpoint - The company received an administrative regulatory decision from the Beijing Securities Regulatory Bureau, requiring it and related personnel to rectify identified issues, particularly concerning the misrepresentation of accounts payable and non-operating fund occupation [1][2]. Summary by Sections Issues Identified and Rectification Measures - The company fabricated accounts payable and provided financing convenience to other companies through factoring, resulting in a non-operating fund occupation of 96.9472 million yuan as of 2024, which remains unpaid [2]. - The company has initiated a comprehensive review and analysis of the issues raised in the decision, developing actionable rectification plans to ensure sustainable and stable development [2][4]. Specific Rectification Actions - The management has implemented self-inspection measures to identify risks associated with violations and has reported the findings to the regulatory authority [2]. - A special account online banking and alert function will be established to monitor fund movements dynamically, ensuring timely detection of abnormal transactions [2]. - The company has strengthened the management of seals and bank access, introduced a multi-layered review process, and enhanced communication with external directors and supervisory brokers [2][5]. Training and Compliance - The company is enhancing the professional training of financial personnel to improve accounting standards and the quality of financial information [3][4]. - There will be an emphasis on compliance with information disclosure regulations, with increased training for responsible personnel [4][9]. Governance and Internal Control Improvements - The company is revising internal control and governance mechanisms to prevent non-operating fund occupation by related parties, particularly by major shareholders [6][7]. - A new mechanism for dynamic tracking of large fund usage will be established, focusing on the safety of fund management [6][8]. Accountability and Future Actions - The company will hold responsible parties accountable for the identified issues, including potential internal disciplinary actions against the financial director [7][8]. - The rectification deadline is set for October 31, 2025, with ongoing compliance and execution to ensure long-term effectiveness [7][9]. Summary of Rectification Situation - The issues highlighted by the regulatory decision are seen as a catalyst for strengthening internal controls and improving governance, with a commitment to enhancing compliance and preventing future occurrences [9].

Core Viewpoint - *ST Guandian has proposed corrective measures in response to the administrative penalty issued by the China Securities Regulatory Commission (CSRC) for significant internal control deficiencies and fraudulent activities [2][4]. Summary by Sections Issues Identified - The company was found to have fabricated accounts payable and provided financing conveniences to other companies through factoring, resulting in a bank deduction of 142.5147 million yuan from December 2024 to April 2025 [4]. - The actual controller, Gao Ming, acknowledged the non-operational occupation of funds amounting to an outstanding balance of 96.9472 million yuan [4]. - The company failed to timely disclose these violations in its 2024 annual report [4]. Corrective Measures - **System Improvement**: The company will revise its internal control and fund occupation prevention systems, establishing a multi-departmental consultation mechanism to enhance tracking of large fund movements [5]. - **Financial Control**: The financial director will be designated as the primary responsible person, with a system for reporting significant matters and internal accountability measures [5]. - **Handling of Violations by Actual Controller**: The company will strengthen internal management, regularly verify bank deposits with intermediaries, and conduct compliance education for the actual controller [5][6]. Information Disclosure - Monthly meetings will be organized for directors and supervisors to enhance training on information disclosure, and the company will improve its information disclosure management system [6][7]. Fund Occupation Repayment - The actual controller has committed to repaying the occupied funds and associated costs by October 31, 2025, calculated at the central bank's benchmark loan rate [6][10]. Long-term Mechanisms - The company aims to establish a long-term mechanism to prevent non-operational fund occupation by related parties, ensuring shareholder interests are protected [9][10]. - The company will enhance its internal audit functions and compliance training for management and financial personnel to prevent recurrence of similar issues [10][13]. Current Stock Performance - As of July 25, the stock price of *ST Guandian closed at 5.22 yuan per share, reflecting a decline over the past month [13].

证券代码：688287 证券简称：*ST观典 公告编号：2025-039 观典防务技术股份有限公司 关于公司及相关人员收到北京证监局行政监管措施决定书 的整改报告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 观典防务技术股份有限公司（以下简称"公司"）及相关责任人于2025年7月7日收到 中国证券监督管理委员会北京监管局（以下简称"北京证监局"）下发的《关于对观典 防务技术股份有限公司、高明采取责令改正并对李振冰、刘亚恩、王彦、程宇、李旭明 采取出具警示函措施的决定》[2025]127号（以下简称"《决定书》"），要求公司及相 关人员对《决定书》中指出的问题进行整改。具体内容详见公司于2025年7月8日披露于 上海证券交易所网站（www.sse.com.cn）的《关于公司及相关人员收到北京证监局行政 监管措施决定书的公告》（公告编号：2025-033）。 收到《决定书》后，公司董事会和管理层高度重视，立即向公司全体董事、监事、高 级管理人员及相关部门人员进行了通报、传达，召开专题会议对《决定书》中涉及的问 题进行了全面 ...

Core Insights - The Sci-Tech Innovation Board (STAR Market) has significantly optimized the industry structure of the A-share market since its launch on July 22, 2019, with a total of 591 companies listed and a cumulative IPO fundraising of 927.156 billion yuan by July 22, 2025 [1][2]. Underwriting and Fundraising - A total of 65 securities firms have provided underwriting and sponsorship services for the 591 STAR Market companies, with Guotai Junan leading in the number of underwritings at 112, followed by CITIC Securities with 99 [1][2]. - The top five securities firms by underwriting amount are Guotai Junan (213.777 billion yuan), CITIC Securities (167.069 billion yuan), CICC (130.254 billion yuan), CITIC Jianzhong (88.015 billion yuan), and Huatai Securities (62.288 billion yuan) [2][4]. Performance of CITIC Securities - CITIC Securities has earned approximately 6.996 billion yuan in underwriting and sponsorship income from 99 STAR Market IPO projects, maintaining its position as the top firm in this regard [5]. - Despite its strong performance, CITIC Securities faced scrutiny due to its involvement with *ST Guandian, which has been flagged for potential delisting risks, highlighting the challenges in maintaining underwriting quality [5][6]. Issues with *ST Guandian - *ST Guandian has been criticized for failing to disclose non-operating fund occupation and related party transactions, leading to significant omissions in its financial reports [6][7]. - The company’s 2022 annual report contained false records, inflating bank deposits by 139 million yuan, which constituted 13.37% of its total disclosed assets [7][8]. - The ongoing issues with *ST Guandian raise questions about the accountability of CITIC Securities and its staff regarding their oversight responsibilities [8].

观 典 防 务 技 术 股 份 有 限 公 司 内 部 控 制 管 理 制 度 | | | 目 | 录 | | | | --- | --- | --- | --- | --- | --- | | 第一章 总 | …………………………………………… | 则 | | | 2 | | 第二章 | 内部环境………………………………………… | | | | 4 | | 第三章 | 风险评估………………………………………… | | | | 7 | | 第四章 | 控制活动………………………………………… | | | | 8 | | 第五章 | 信息与沟通……………………………………… | | | | 12 | | 第六章 | 内部监督和披露………………………………… | | | | 14 | | 第七章 附 | 则…………………………………………… | | | | 16 | | | | 第一章 | 总 | 则 | | 第一条 为了加强公司内部控制，提高公司经营管理水平和风险 防范能力，保护投资者的合法权益，根据《中华人民共和国公司法》 《中华人民共和国证券法》、 《企业内部控制基本规范》 、《上海证券交 易所科创板股票上 ...

Core Viewpoint - The article outlines the internal control evaluation system of Guandian Defense Technology Co., Ltd., emphasizing the importance of comprehensive evaluation, risk prevention, and adherence to relevant laws and regulations [1][2]. Group 1: Internal Control Evaluation Principles - The internal control evaluation should adhere to principles of comprehensiveness, importance, objectivity, checks and balances, adaptability, and cost-effectiveness [2][3]. Group 2: Responsibilities and Organization - The board of directors is responsible for the design, operation, and evaluation of internal controls, while the audit committee supervises the evaluation process [3][4]. - The internal audit department leads the specific evaluation work and guides the evaluation of internal controls in subsidiaries [4]. Group 3: Evaluation Types - There are two types of evaluations: annual evaluations, which are conducted after the fiscal year ends, and daily evaluations, which are conducted as needed [4][5]. Group 4: Evaluation Content - The evaluation content includes assessing the internal environment, risk assessment, control activities, information and communication, and internal supervision [5][6]. Group 5: Defect Recognition - Internal control defects are categorized into design defects and operational defects, with further classification into financial and non-financial reporting defects based on their impact [7][8]. Group 6: Evaluation Reporting - The internal audit department compiles an evaluation report based on daily and annual evaluations, which must be approved by the board before disclosure [10].

Core Viewpoint - The company has established a system to prevent the controlling shareholder, actual controller, and their related parties from occupying company funds, ensuring the protection of the rights and interests of all shareholders and creditors [1][2]. Summary by Sections Chapter 1: General Principles - The purpose of the system is to comply with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China, to avoid fund occupation by controlling shareholders and related parties [1]. - Fund occupation is defined to include both operational and non-operational fund occupation [2]. Chapter 2: Principles for Preventing Fund Occupation - Operational fund transactions with controlling shareholders and related parties are strictly limited, prohibiting the company from providing funds for wages, benefits, and other expenses [4]. - Specific prohibited methods for providing funds include lending money, covering expenses without real transactions, and repaying debts for controlling shareholders [5][6]. Chapter 3: Responsibilities and Measures - The company must implement transactions with controlling shareholders according to the established agreements and minimize the time of operational fund occupation [4]. - The board of directors is responsible for establishing a verification system to regularly check the company's financial status and transactions with controlling shareholders [6]. - The audit committee is tasked with guiding internal audits and ensuring that any fund occupation is disclosed promptly [6][7]. Chapter 4: Accountability and Penalties - Directors and senior management are held accountable for facilitating or condoning fund occupation by controlling shareholders, with potential penalties for those responsible [8]. - The company will pursue legal responsibility for any losses caused to investors due to violations of this system [8]. Chapter 5: Miscellaneous - The system will be effective upon approval by the board of directors and will be interpreted by the board [9].

观 典 防 务 技 术 股 份 有 限 公 司 内 部 控 制 评 价 制 度 目 录 | 第一章 | 总 | 则 …………………………………………… | 2 | | --- | --- | --- | --- | | 第二章 | | 内部控制评价的组织和职责…………………… | 3 | | 第三章 | | 内部控制评价的依据和内容…………………… | 4 | | 第四章 | | 内部控制评价的程序和方法…………………… | 6 | | 第五章 | | 内部控制缺陷的认定…………………………… | 6 | | 第六章 | | 内部控制评价报告……………………………… | 9 | | 第七章 | 附 | 则…………………………………………… | 10 | 1 / 10 第一章 总 则 第一条 为了促进观典防务技术股份有限公司（以下简称"公司"） 全面评价内部控制的设计与运行情况，规范内部控制评价程序和评价 报告，揭示和防范风险。根据《中华人民共和国公司法》、《企业内部 控制基本规范》、《企业内部控制评价指引》、《上海证券交易所科创板 上市公司自律监管指引第 1 号-规范运作》等法律法规、规范性文件 和《公司章程 ...

观 典 防 务 技 术 股 份 有 限 公 司 内 部 控 制 管 理 制 度 目 录 | 第一章 | 总 | 则 …………………………………………… | 2 | | --- | --- | --- | --- | | 第二章 | | 内部环境………………………………………… | 4 | | 第三章 | | 风险评估………………………………………… | 7 | | 第四章 | | 控制活动………………………………………… | 8 | | 第五章 | | 信息与沟通……………………………………… | 12 | | 第六章 | | 内部监督和披露………………………………… | 14 | | 第七章 | 附 | 则…………………………………………… | 16 | 1 / 16 第一章 总 则 第一条 为了加强公司内部控制，提高公司经营管理水平和风险 防范能力，保护投资者的合法权益，根据《中华人民共和国公司法》、 《中华人民共和国证券法》、《企业内部控制基本规范》、《上海证券交 易所科创板股票上市规则》等法律法规及规范性文件和《公司章程》， 结合公司实际，制定本制度。 （一）全面性原则。内部控制应当贯穿决策、执行和监 ...