股票简称：国检集团 股票代码：603060 中国国检测试控股集团股份有限公司 2025 年第一次临时股东会 会议材料 二○二五·北京 股票简称：国检集团 股票代码：603060 目 录 | 年第一次临时股东会须知 - 3 - | 2025 | | --- | --- | | 年第一次临时股东会会议议程 - 4 - | 2025 | | 股东会审议议案 - 5 - | | | 关于续聘 2025 年度审计机构的议案 - 6 - | 议案一 | 2025 年第一次临时股东会须知 根据《公司法》《证券法》《上市公司股东会规则》以及中国 国检测试控股集团股份有限公司的《公司章程》《股东会议事规则》 相关规定，为维护投资者的合法权益，确保股东会的正常秩序和议 事效率，特制定会议须知如下，请出席股东会的全体人员共同遵守： 一、本次会议设立秘书处，具体负责会议有关程序方面的事宜。 二、为提高会议议事效率，在股东会召开过程中，股东要求发 言的或就有关问题在现场会议提出质询的，应向大会秘书处报名， 并填写股东发言征询表，经大会主持人许可，方可发言，本公司董 事会成员和高级管理人员对股东的问题予以回答。 三、股东表决时，应准确填 ...

Core Viewpoint - The company is actively engaging in major national infrastructure projects, leveraging its comprehensive technical service advantages in engineering testing, material testing, and certification [1] Group 1 - The company has established a branch in Linzhi City, Tibet, to address inspection and testing needs related to the Yarlung Tsangpo River downstream hydropower project [1] - The company emphasizes the market opportunities presented by the Yarlung Tsangpo River downstream hydropower project and is preparing for its involvement [1] - The company has provided high-quality technical services and support for multiple significant engineering projects [1]

Group 1 - The company will hold a half-year performance briefing on September 15, 2025, from 15:00 to 16:00 [1][2][3] - The briefing will take place online at "Value Online" (www.ir-online.cn) [3] - Investors can submit questions before the meeting via a designated website or company email [2][3] Group 2 - Key participants in the briefing include Chairman Zhu Lianbin, General Manager Chen Lu, Independent Director Yang Huai, and CFO Yang Jinghong [3] - After the briefing, investors can view the meeting's details and main content on "Value Online" or the Yidong app [5]

Group 1 - The company, Guojian Group (603060), announced that it will hold a semi-annual performance briefing on September 15, 2025 [1]

| 证券代码：603060 | 证券简称：国检集团 | 公告编号：2025-049 | | --- | --- | --- | | 转债代码：113688 | 转债简称：国检转债 | | 中国国检测试控股集团股份有限公司 关于召开 2025 年半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： 一、说明会类型 中国国检测试控股集团股份有限公司（以下简称"公司"）已于 2025 年 8 月 29 日在上海证券交易所网站（www.sse.com.cn）披露了《2025 年半年度报告》。 为加强与投资者沟通，推进公司高质量发展，公司定于 2025 年 9 月 15 日（星期 一）15:00-16:00 在"价值在线"（www.ir-online.cn）举办公司 2025 年半年度业绩 说明会，就投资者关心的问题进行交流。 财务总监：杨京红女士 副总经理、董事会秘书：宋开森先生 四、投资者参加方式 投 资 者 可 于 2025 年 9 月 15 日 （ 星 期 一 ） 15:00-16:00 通 过 ...

Core Viewpoint - The recent financial report of Guojian Group (603060) shows a slight increase in total revenue but a significant decline in net profit, indicating potential challenges in profitability and cash flow management [1][2]. Financial Performance - Total revenue for the first half of 2025 reached 1.055 billion yuan, a year-on-year increase of 1.31% [1]. - Net profit attributable to shareholders was 5.8121 million yuan, reflecting a year-on-year decrease of 77.94% [1]. - In Q2 2025, total revenue was 561 million yuan, down 3.63% year-on-year, with net profit of 36.3748 million yuan, a decline of 32.24% [1]. - Gross margin stood at 32.95%, down 12.92% year-on-year, while net margin was 0.42%, a decrease of 81.54% [1]. - Total expenses (selling, administrative, and financial) amounted to 252 million yuan, accounting for 23.9% of revenue, a decrease of 5.64% year-on-year [1]. Cash Flow and Debt Management - The company reported a significant increase in cash and cash equivalents, reaching 632 million yuan, up 178.40% year-on-year [1]. - The accounts receivable increased to 1.323 billion yuan, a rise of 7.40% year-on-year, with accounts receivable to net profit ratio at 649.59% [1][2]. - Interest-bearing debt rose to 1.956 billion yuan, an increase of 39.99% year-on-year, leading to a debt-to-asset ratio of 34.26% [1][2]. Investment Insights - The company's return on invested capital (ROIC) was 7.39% last year, indicating average capital returns, with a historical median ROIC of 17.82% since its listing [1]. - The company is primarily driven by research and marketing, necessitating close examination of these operational drivers [2]. - A notable fund manager, Miao Weibin from Jinyuan Shun'an Fund, has recently increased holdings in the company, indicating potential investor confidence [2].

Core Viewpoint - The legal opinion issued by Beijing Gaopeng Law Firm confirms the cancellation of stock options under the second phase stock option incentive plan of China National Inspection Testing Group Co., Ltd. due to unmet performance conditions for the third exercise period [1][9]. Summary by Sections Basic Situation of the Cancellation - The performance assessment conditions for the third exercise period require a compound annual growth rate of operating income of no less than 25% in 2024 compared to 2020, and a return on net assets of no less than 16% [4]. - The company calculated a net asset return of 9.77% for 2024, indicating that the performance conditions were not met, leading to the cancellation of a total of 5,551,656 stock options [4]. Approval and Authorization of the Cancellation - On August 26, 2021, the company’s board of directors approved various proposals related to the second phase stock option incentive plan, including management and assessment methods [5]. - The plan received approval from China National Building Materials Group on September 9, 2021, allowing the implementation of the second phase stock option incentive plan [6]. - The company completed the registration of 14.07 million stock options on December 20, 2021 [7]. Decision-Making and Approval Procedures - The board of directors and supervisory board held meetings on August 30, 2023, to approve the adjustment of the second phase stock option incentive plan and the cancellation of certain stock options [8]. - The necessary decision-making and approval procedures for the cancellation of stock options have been fulfilled as of the date of the legal opinion [9].

Core Viewpoint - The company announced the cancellation of part of the stock option incentive plan due to unmet performance criteria for the third exercise period [1][4][5] Group 1: Approval Procedures - The company held the fifth board meeting on August 28, 2025, to review and approve the cancellation of part of the stock options [1] - Independent directors provided opinions on the stock option incentive plan and its related matters during the meetings [2][3] Group 2: Specifics of Cancellation - The cancellation affects 5,551,656 stock options held by 216 incentive targets, which were granted but not yet exercised [4] - The performance criteria for the third exercise period were not met, with a compound growth rate of 15.46% for revenue, below the target of 25% [4] Group 3: Impact on the Company - The cancellation of the stock options will not have a significant impact on the company's financial status or operational results [5] - The stability of the management team is not expected to be affected by this cancellation [5] Group 4: Compliance and Legal Opinions - The cancellation aligns with relevant laws and regulations, including the Management Measures for Equity Incentives of Listed Companies [5] - Necessary decision-making and approval procedures have been followed for the cancellation [5]

Group 1 - The board of directors of China National Inspection Testing Group Co., Ltd. held its 14th meeting of the 5th session on August 28, 2025, in Beijing, with all 9 directors present, meeting legal requirements [1][2] - The board unanimously approved the proposal regarding the cancellation of part of the stock options from the second phase of the stock option incentive plan, which was previously reviewed by the Compensation and Assessment Committee [1][2] - Relevant documents, including the resolutions from the board meeting and the Compensation and Assessment Committee meeting, have been filed and disclosed on the Shanghai Stock Exchange website [2]

Group 1 - The board of directors of China National Inspection Testing Group Co., Ltd. held its 13th meeting of the 5th board on August 28, 2025, with all 9 directors present, confirming the legality and validity of the meeting [1] - The board unanimously approved the 2025 semi-annual report, which has been disclosed on the Shanghai Stock Exchange website [1][2] - The board also reviewed and approved the special report on the use of raised funds for the first half of 2025, which will be submitted for consideration at the first extraordinary general meeting of shareholders in 2025 [2] Group 2 - The board received and approved the report on the execution of board-authorized matters by the management for the first half of 2025 [3] - The board's audit and risk committee had previously reviewed the relevant proposals before presenting them to the board [2][3] - The company disclosed the risk assessment report related to the financial business with China National Building Material Group Financial Co., Ltd., which was approved with 3 votes in favor and 6 abstentions due to conflicts of interest among certain directors [2]