关于中国国检测试控股集团股份有限公司 向不特定对象发行可转换公司债券的 上海证券交易所： 中国国际金融股份有限公司（以下简称"保荐机构"、"本机构"或"中金公司"） 接受中国国检测试控股集团股份有限公司（以下简称"国检集团"、"发行人"或"公 司"）的委托，就发行人向不特定对象发行可转换公司债券并在主板上市事项（以下简 称"本次发行"）出具本上市保荐书。 上市保荐书 保荐机构 （北京市朝阳区建国门外大街 1 号国贸大厦 2 座 27 层及 28 层） 2023 年 9 月 3-2-1 中国国检测试控股集团股份有限公司 上市保荐书 保荐机构及其保荐代表人根据《中华人民共和国公司法》（以下简称"《公司法》"）、 《中华人民共和国证券法》（以下简称"《证券法》"）、《证券发行上市保荐业务管 理办法》（以下简称"《保荐办法》"）、《上市公司证券发行注册管理办法》（以下 简称"《注册管理办法》"），以及《上海证券交易所股票上市规则》（以下简称"《上 市规则》"）、《上海证券交易所发行上市审核规则适用指引第 2 号——上市保荐书内 容与格式》（以下简称"《指引第 2 号》"）等法律法规和中国证券监督管理委员会（以 下简称 ...

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、准确性和完整性承担法律责任。 重要内容提示： 一、说明会类型 本次投资者说明会以网络互动形式召开，公司将针对 2023 年半年度的经营 成果及财务指标的具体情况与投资者进行互动交流和沟通，在信息披露允许的范 围内就投资者普遍关注的问题进行回答。 二、说明会召开的时间方式 会议召开时间：2023 年 9 月 15 日（星期三）下午 14:00-17：20 1 会议内容：中国建材集团有限公司上市公司集体业绩说明会 会议召开时间：2023 年 9 月 15 日（星期五）下午 14:00-17：20 网络直播地址：上证路演中心平台（https://roadshow.sseinfo.com/） 会议召开方式：现场互动+视频直播+网络文字互动 投资者可于 2023 年 9 月 14 日（星期四）17:00 前将关注的问题提前发送至 公司邮箱 ctcir@ctc.ac.cn 向公司提问，公司将在说明会上就投资者普遍关注 的问题进行回答。 中国国检测试控股集团股份有限公司（以下简称"公司"）已于 2023 年 8 月 31 ...

Financial Performance - Basic earnings per share increased by 69.90% to CNY 0.0350 compared to the same period last year[18]. - Net profit attributable to shareholders rose by 71.30% to CNY 28,106,552.09, while net profit after deducting non-recurring gains and losses surged by 1,813.39% to CNY 15,109,364.91[21]. - Operating revenue for the first half of the year reached CNY 1,004,521,189.95, marking a 13.63% increase year-on-year[21]. - Total profit reached 34.31 million yuan, reflecting a year-on-year growth of 16.63%[42]. - Net profit amounted to 26.83 million yuan, up 22.99% compared to the previous year[42]. - The company's total assets as of June 30, 2023, were CNY 4,579,010,039.64, an increase from CNY 4,392,647,158.20 as of December 31, 2022, reflecting a growth of approximately 4.25%[125]. - The company's total liabilities increased to CNY 2,257,257,840.24, up from CNY 1,984,229,584.62 at the end of 2022, marking an increase of approximately 13.73%[126]. Operational Highlights - The company reported a net cash flow from operating activities of CNY -26,558,438.70, an improvement of 5.64% compared to the previous year[21]. - The company issued over 892,172 inspection reports during the reporting period, expanding its service capabilities significantly[29]. - The company completed the acquisition of 70% equity in Anhui Huafang, accelerating the development of its regional metrology and calibration service platform[43]. - The company undertook multiple major projects, including monitoring tasks for national groundwater points and quality supervision for significant urban projects[44]. - The company has developed 16 international standards and 598 national and industry standards, showcasing its commitment to innovation[36]. Strategic Goals - The company is focusing on market expansion and management optimization as part of its strategic goals[19]. - The company aims to become a world-class inspection and certification institution, leveraging its extensive qualifications and capabilities in various sectors[27]. - The company is expanding its business scale and enhancing market influence to mitigate intensified competition from industry policy adjustments[62]. Environmental Responsibility - The company has established a comprehensive ecological environmental protection management system and formed an "Ecological Environmental Protection Committee" to oversee environmental responsibilities[80]. - The company has implemented a series of environmental management systems to minimize environmental impact, including waste disposal and emission control measures[80]. - The company actively promotes energy-saving initiatives and low-carbon awareness among employees through campaigns like "Energy Saving Week" and "Low Carbon Day"[82]. - The company has not faced any administrative penalties related to environmental issues during the reporting period[79]. Corporate Governance - The company confirmed that there were no non-operational fund occupations by controlling shareholders or related parties[6]. - The company maintains that all board members guarantee the authenticity, accuracy, and completeness of the semi-annual report[7]. - The company has experienced changes in senior management, with several key personnel resigning and new appointments made to ensure continuity in operations[70]. - The company has committed to not interfering with management activities and not infringing on company interests regarding the issuance of convertible bonds, ensuring compliance with relevant regulations[86]. Financial Management - The company signed a financial service agreement with China National Building Material Group Financial Co., Ltd. to optimize financial management and reduce financing costs, covering the years 2022, 2023, and 2024[93]. - The total loan limit with China National Building Material Group Financial Co., Ltd. is RMB 600 million, with an interest rate range of 2.5% to 3.10%[100]. - The company reported a significant increase in inventory, which rose to RMB 127,000,051.56 as of June 30, 2023, compared to RMB 91,504,750.78 at the end of 2022, reflecting an increase of approximately 38.73%[125]. Shareholder Information - The company reported a total of 503,836,657 shares held by shareholders at the 2023 first extraordinary general meeting, representing 69.08% of voting rights[68]. - The largest shareholder, China Building Materials Science Research Institute Co., Ltd., holds 516,685,203 shares, accounting for 64.38% of total shares[111]. - The company plans to issue convertible bonds with a total fundraising amount not exceeding RMB 800 million[116]. Risk Management - The report includes a risk statement indicating that forward-looking statements do not constitute a commitment to investors, highlighting potential investment risks[5]. - The company has identified risks related to market demand reduction due to macroeconomic slowdown and real estate regulation, impacting the construction and building materials sectors[61]. - The company emphasizes the importance of maintaining credibility and has established a strict internal quality control management system to reduce risks of quality incidents[60].

上海证券交易所文件 ─────────────── 上证上审（再融资）〔2023〕598 号 关于中国国检测试控股集团股份有限公司向 不特定对象发行可转换公司债券的审核中心 意见落实函 中国国检测试控股集团股份有限公司、中国国际金融股份有限公 司： 根据《证券法》《上市公司证券发行注册管理办法》《上海 证券交易所上市公司证券发行上市审核规则》等有关规定，本所 对中国国检测试控股集团股份有限公司向不特定对象发行可转 换公司债券申请文件进行了审核。 请你公司及时提交募集说明书（上会稿）等文件。 －1－ 上海证券交易所 二〇二三年八月十八日 主题词：主板 再融资 落实意见函 上海证券交易所 2023 年 08 月 18 日印发 －2－ ...

（北京市朝阳区管庄东里1号科研生产区南楼） 首次公开发行股票 招股说明书 （申报稿） 保荐人（主承销商） 安信证券股份有限公司 Essence Securities Co., Ltd. 1-1-1 （深圳市福田区金田路 4018 号安联大厦 35 层、28 层 A02 单元） 招股说明书（申报稿） 发行概况 | 发行股票类型 | 人民币普通股（A 股） | | | --- | --- | --- | | 发行股数 | 不超过 万股。其中公司股东中国建筑材料科学研究总院和 5,500 浙江省创业投资集团有限公司将其于本次发行前持有的公司股 | | | | 份以公开发行方式一并向投资者发售数额不超过 1,000 万股，且 | | | | 不超过自愿设定 12 个月及以上限售期的投资者获得配售股份的 | | | | 数量。老股发售所得不归发行人所有。 | | | 每股面值 | 人民币 1.00 元 每股发行价格 | 人民币【】元 | | 预计发行日期 | 【】年【】月【】日 拟上市的证券交易所 | 上海证券交易所 | | 发行后总股本 | 不超过 22,000 万股 | | | | 本次发行前股东所持股份的限售安排 ...

证券代码：603060 证券简称：国检集团 公告编号：2023-035 中国国检测试控股集团股份有限公司 关于召开 2022 年度业绩说明会的公告 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、准确性和完整性承担法律责任。 重要内容提示： （网址：http://roadshow.sseinfo.com/） 会议召开方式：上证路演中心网络互动 投资者可于 2023 年 05 月 29 日（星期一） 至 06 月 02 日（星期 五）16:00 前登录上证路演中心网站首页点击"提问预征集"栏目或通 过公司邮箱 ctcir@ctc.ac.cn 进行提问。公司将在说明会上对投资者普 遍关注的问题进行回答。 国检集团已于 2023 年 4 月 27 日发布公司 2022 年度报告，为便 于广大投资者更全面深入地了解公司 2022 年度经营成果、财务状况， 公司计划于 2023 年 06 月 05 日下午 14:00-15:00 举行 2022 年度业绩 说明会，就投资者关心的问题进行交流。 一、 说明会类型 本次投资者说明会以网络互动形式召开，公司将针对 2022 ...

Financial Performance - The company's operating revenue for Q1 2023 was CNY 468,394,978.85, representing a year-on-year increase of 14.68%[4] - The net profit attributable to shareholders was a loss of CNY 24,165,744.13, with a year-on-year increase in loss of 13.87%[4] - The net profit attributable to shareholders after deducting non-recurring gains and losses was a loss of CNY 29,235,939.77, reflecting a year-on-year increase in loss of 14.71%[4] - The net loss for Q1 2023 was ¥35,268,902.51, slightly higher than the net loss of ¥34,106,863.71 in Q1 2022[15] - The total comprehensive income for Q1 2023 was -35,768,045.79 RMB, compared to -33,412,940.93 RMB in Q1 2022, indicating a year-over-year increase in losses of about 7.1%[16] - The net profit attributable to shareholders of the parent company for Q1 2023 was -24,165,744.13 RMB, an improvement from -28,056,691.56 RMB in Q1 2022, representing a decrease in losses of approximately 13.5%[16] Cash Flow and Liquidity - The net cash flow from operating activities was a negative CNY 106,218,416.65, with a year-on-year decrease of 5.25%[4] - Operating cash inflow for Q1 2023 was 534,287,413.84 RMB, up from 461,656,529.86 RMB in Q1 2022, reflecting a growth of approximately 15.7%[18] - The net cash flow from operating activities for Q1 2023 was -106,218,416.65 RMB, slightly improved from -112,099,956.19 RMB in Q1 2022, showing a reduction in negative cash flow of about 5.2%[18] - Cash and cash equivalents at the end of Q1 2023 totaled 192,873,905.56 RMB, down from 217,650,743.72 RMB at the end of Q1 2022, a decrease of approximately 11.4%[19] - The net increase in cash and cash equivalents for Q1 2023 was -111,260,640.95 RMB, compared to -77,149,944.77 RMB in Q1 2022, indicating a worsening cash position[19] Assets and Liabilities - The total assets at the end of the reporting period were CNY 4,385,298,800.63, a decrease of 0.17% compared to the end of the previous year[4] - Total liabilities amounted to ¥2,014,084,711.33, an increase from ¥1,984,229,584.62 at the end of 2022[13] - Non-current assets totaled ¥2,773,287,889.57 as of March 31, 2023, compared to ¥2,735,101,928.87 at the end of 2022[12] - Short-term borrowings increased to ¥454,326,300.00 from ¥402,112,800.00 at the end of 2022, reflecting a rise of 12.9%[12] - The company reported a decrease in accounts payable to ¥194,549,910.97 from ¥212,144,817.38 at the end of 2022, a decline of 8.3%[12] Shareholder Information - The equity attributable to shareholders at the end of the reporting period was CNY 1,761,393,227.55, a decrease of 0.90% compared to the end of the previous year[4] - The total number of common shareholders at the end of the reporting period was 15,707[7] - The largest shareholder, China Building Materials Science Research Institute Co., Ltd., held 64.39% of the shares[7] Government Support and Expenses - The company received government subsidies amounting to CNY 8,399,795.76, which are closely related to its normal business operations[6] - Research and development expenses for Q1 2023 were ¥41,072,909.54, compared to ¥38,183,027.62 in Q1 2022, showing a growth of 4.7%[15] Financing Activities - The company raised 134,226,621.24 RMB from financing activities in Q1 2023, compared to 194,000,000.00 RMB in Q1 2022, indicating a decline of about 30.8%[19] - The cash outflow from financing activities in Q1 2023 was 86,941,429.88 RMB, slightly lower than 90,775,904.18 RMB in Q1 2022, reflecting a decrease of about 3.1%[19] Tax and Refunds - The company received 634,242.74 RMB in tax refunds during Q1 2023, which was not reported in Q1 2022[18] Earnings Per Share - The company reported a basic and diluted earnings per share of -0.0331 RMB for Q1 2023, an improvement from -0.0387 RMB in Q1 2022[16]

Financial Performance - The company reported a net profit of RMB 161,334,615.51 for the year 2022, with a distributable profit of RMB 256,935,944.76 as of the end of 2022[4]. - The company achieved total operating revenue of CNY 2,427,578,703.65, representing a year-on-year increase of 9.5%[22]. - The net profit attributable to shareholders was CNY 252,949,461.30, showing a slight increase of 0.09% compared to the previous year[22]. - The basic earnings per share decreased to CNY 0.3485, down 0.11% from the previous year[23]. - The weighted average return on equity was 15.20%, a decrease of 1.95 percentage points year-on-year[23]. - The company reported a decrease in operating profit to CNY 34,818,240, down 10.61% year-on-year[32]. - The cash flow from operating activities was CNY 276,319,938.50, a decrease of 28.83% compared to the previous year[22]. - The total assets at the end of 2022 were CNY 4,392,647,158.20, an increase of 14.80% from the previous year[22]. - The operating cost increased to CNY 1,345,321,631.17, reflecting a 9.48% rise from CNY 1,228,857,573.63 year-on-year[61]. - The financial expenses surged by 164.06% to CNY 36,721,900.52, compared to CNY 13,906,622.57 in the previous year, primarily due to increased external borrowing[61]. Profit Distribution - The proposed profit distribution plan includes a stock dividend of 1 share for every 10 shares held and a cash dividend of RMB 1.22 per share (tax included)[4]. - The company plans to distribute a cash dividend of 1.26 RMB per share, totaling approximately 76.06 million RMB, which represents 30.1% of the net profit attributable to ordinary shareholders[145]. - The company achieved a net profit of approximately 252.95 million RMB, with total dividends amounting to 161.98 million RMB, representing 64.04% of the net profit[148]. Business Expansion and Investments - The company completed the acquisition of 51% equity in Yunnan Yunce and 49% minority equity in Zhejiang and Hunan Huake, with total equity investment amounting to CNY 197,819,200[33]. - The company signed contracts exceeding CNY 100 million with large steel enterprises and approximately CNY 50 million with large cement enterprises in the smart manufacturing sector[49]. - The company has established 16 national-level and 18 industry-level testing centers, enhancing its brand influence and credibility in the inspection industry[56]. - The company completed the acquisition of 49.0177% equity in China Building Materials Inspection and Certification Group Zhejiang Co., Ltd., making it a wholly-owned subsidiary[185]. - The company established a joint venture with China Nonferrous Metal Industry's Foreign Engineering and Construction Co., Ltd., with a registered capital of 1,000 million RMB, in which the company holds a 51% stake[184]. Research and Development - Research and development expenses rose by 12.69% to CNY 206,304,630.17, up from CNY 183,068,576.27 in the previous year[61]. - The company is investing heavily in R&D, with a budget allocation of 150 million for new technologies and product development[121]. - The company is committed to increasing R&D investment to maintain technological advantages in materials testing, smart manufacturing, and green carbon reduction initiatives[104]. - The company has a talent pool of over 500 backup personnel and trained nearly 700 individuals in core positions through various development programs[37]. Risk Management - The company emphasizes that forward-looking statements do not constitute substantive commitments to investors, highlighting investment risks[6]. - The company has detailed potential risks in the "Management Discussion and Analysis" section of the report[7]. - The company acknowledges risks associated with mergers and acquisitions, including selection and post-merger integration challenges[110]. - The company is facing risks related to credibility, which could impact business expansion and performance if damaged[107]. - The slowdown in macroeconomic growth and real estate regulations may reduce demand for inspection and certification services in the construction industry[108]. Corporate Governance - The company has not reported any instances of more than half of the directors being unable to guarantee the authenticity, accuracy, and completeness of the annual report[7]. - The company adheres to regulatory requirements and has established a robust corporate governance structure to protect investor interests[115]. - The company has maintained compliance with regulatory requirements, with no penalties from securities regulatory agencies in the past three years[129]. - The company’s governance structure includes a clear process for approving executive compensation, ensuring transparency and accountability[127]. Environmental and Social Responsibility - The company invested 4.7382 million yuan in environmental protection during the reporting period[161]. - The company has committed to reducing carbon emissions and has implemented measures to achieve this goal[164]. - The company has been providing low-carbon development consulting and auditing services for over ten years, leveraging its technical advantages in the field[165]. - The company actively engages in community support, assisting vulnerable groups such as low-income families and children[168]. Shareholder Engagement - The chairman, Ma Zhenzhu, increased his shareholding from 100,000 to 357,607 shares, a change of 257,607 shares due to self-purchase, equity distribution, and stock option exercise[118]. - The total number of shares held by the company’s executives at the end of the reporting period was 978,049 shares, with a net increase of 787,194 shares during the year[120]. - The company’s strategy includes equity distribution and stock option exercises to incentivize management and align their interests with shareholders[118]. - The increase in shareholding among executives suggests a positive outlook on the company’s future performance and growth potential[120]. Audit and Compliance - The company has received a standard unqualified audit report from Zhongxinghua Accounting Firm[4]. - The company has not encountered any violations regarding guarantees during the reporting period[175]. - The company has not made any changes to accounting policies or estimates that would impact the financial statements[175]. - The company has ensured that there are no false records or misleading statements in the documents submitted for the issuance of convertible bonds[174].

证券代码：603060 证券简称：国检集团 公告编号：2022-057 中国国检测试控股集团股份有限公司 关于接待机构投资者调研情况的公告 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、准确性和完整性承担法律责任。 中国国检测试控股集团股份有限公司（以下简称"公司"）于 2022 年 11 月 29 日参加了中国建材集团有限公司统一组织的上海证券交易所机构投资者走进 上市公司交流活动。现将本次交流情况公告如下： 一、调研基本情况 （一）调研时间：2022 年 11 月 29 日 14:00-15:00 （二）召开方式：腾讯会议网络互动 （三）调研机构（排名不分先后）：瑞银证券、东吴证券、国信证券、国联机 械、中信证券、华泰证券、裕晋投资、天风证券、国新投资、谢诺辰阳等。 （四）公司接待人员：副总经理、董事会秘书宋开森及有关部门负责人。 二、调研主要内容 （一）公司副总经理、董秘宋开森介绍公司近期经营情况 （二）投资者提问及公司回复情况 问题 1．目前房地产市场有回暖迹象，公司如何看待明年新增房屋及存量 房检测的市场空间？ 公司回复：近期房地产市场相关政策 ...

Financial Performance - The company's operating revenue for Q3 2022 was ¥603,583,862.66, representing a year-on-year increase of 28.85%[7] - The net profit attributable to shareholders for the same period was ¥61,082,126.53, up 22.24% year-on-year[7] - The net profit attributable to shareholders after deducting non-recurring gains and losses was ¥54,557,842.91, reflecting a 30.09% increase compared to the previous year[7] - Total operating revenue for the first three quarters of 2022 reached CNY 1,487,583,551.72, an increase of 16.54% compared to CNY 1,276,011,814.50 in the same period of 2021[27] - The net profit for the current period is 97,031,901.66 RMB, a decrease from 115,650,342.01 RMB in the previous period, representing a decline of approximately 16.1%[29] - The total profit for the current period is 117,591,564.65 RMB, compared to 134,681,304.69 RMB in the previous period, indicating a decrease of about 12.7%[29] - The operating income for the current period is 103,695,218.82 RMB, down from 122,755,960.02 RMB, reflecting a decline of approximately 15.5%[29] - The total comprehensive income attributable to the parent company is 60,655,238.47 RMB, down from 97,228,150.45 RMB, representing a decrease of about 37.5%[32] - The basic and diluted earnings per share are both 0.1069 RMB, down from 0.1257 RMB, indicating a decrease of approximately 15.0%[32] Assets and Liabilities - The total assets at the end of the reporting period amounted to ¥4,152,571,157.51, an increase of 8.52% from the end of the previous year[7] - Total assets increased to CNY 4,152,571,157.51, compared to CNY 3,826,394,492.27 at the end of 2021, reflecting a growth of 8.52%[26] - Total liabilities reached CNY 2,008,142,076.02, an increase of 20.83% from CNY 1,662,013,572.86 in the previous year[24] - The company's equity attributable to shareholders was CNY 1,582,649,115.27, slightly up from CNY 1,578,563,932.17[26] Cash Flow - The net cash flow from operating activities for the year-to-date was ¥6,610,334.10, down 94.43% year-on-year due to extended customer payment cycles and increased cash payments[11] - The cash flow from operating activities for the current period is 6,610,334.10 RMB, significantly lower than 118,780,524.10 RMB in the previous period, showing a decrease of about 94.4%[36] - The net cash flow from investing activities was -$322.91 million, compared to -$271.95 million in the previous period[37] - The total cash inflow from financing activities was $823.73 million, significantly higher than $344.00 million in the prior period[37] - The net cash flow from financing activities was $161.83 million, slightly lower than $170.85 million from the previous period[37] - The cash and cash equivalents at the end of the period decreased to $142.14 million from $312.99 million in the previous period[37] - The company reported a net decrease in cash and cash equivalents of -$153.49 million, contrasting with an increase of $17.59 million in the prior period[37] Shareholder Information - The total number of ordinary shareholders at the end of the reporting period was 18,011, with the largest shareholder holding 64.52% of the shares[13] Government Support and Market Strategy - The company received government subsidies amounting to ¥9,683,027.55 during the reporting period, contributing to its financial performance[8] - The company plans to enhance market development efforts, which contributed to the increase in operating revenue and net profit[11] Operational Challenges - The company reported a decrease in cash flow primarily due to the impact of COVID-19 and real estate market regulations[11] - The company has reported a significant increase in credit impairment losses, amounting to -23,412,883.12 RMB compared to -13,440,941.10 RMB in the previous period, indicating a worsening of credit quality[29] Expenses - Total operating costs for the same period were CNY 1,388,162,263.11, up 19.88% from CNY 1,157,607,915.64 in 2021[27] - Research and development expenses increased to CNY 136,039,534.99, representing a rise of 33.33% from CNY 102,035,523.94 in the previous year[27] - Cash paid for debt repayment was $480.11 million, compared to $67.81 million in the previous period[37] - Cash dividends and interest payments totaled $103.06 million, an increase from $86.67 million in the previous period[37] Inventory and Receivables - Accounts receivable rose to CNY 811,891,268.78, up 23.83% from CNY 655,555,626.70 in the previous year[21] - Inventory levels increased to CNY 118,422,436.01, up 60.05% from CNY 73,839,881.88 in the previous year[21] Accounting Standards - The company did not apply new accounting standards or interpretations for the first time in 2022[39]