Securities code: Centre Testing International Group Co.Ltd(300012) securities abbreviation: Centre Testing International Group Co.Ltd(300012) Announcement No.: 2022035 Centre Testing International Group Co.Ltd(300012)
Announcement of resolutions of the 25th meeting of the 5th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Centre Testing International Group Co.Ltd(300012) (hereinafter referred to as “the company”) the 25th meeting of the 5th board of directors was notified on May 17, 2022 and held by means of communication voting on May 20, 2022. There are 7 directors who should participate in the meeting, and 7 actually participated in the meeting, including Wan Feng, Shen Tu Xianzhong, Chen Yan, Liu Jidi, Cheng Haijin, Cheng Hong and Zeng Fanli. The meeting was presided over by Wan Feng, chairman of the board of directors. The holding and convening of the meeting of the board of directors comply with relevant national laws, regulations and the provisions of the articles of association. After full discussion and deliberation, the meeting formed the following resolutions:
1、 The meeting deliberated and adopted the proposal on adjusting the exercise price of stock option incentive plan with 5 affirmative votes, 0 negative votes and 0 abstention votes
The company held the 2021 annual general meeting of shareholders on May 16, 2022 and approved the 2021 annual profit distribution plan: Taking the total share capital of 1673088214 shares on December 31, 2021 as the base, the capital reserve was converted into 0 shares for every 10 shares, and a cash dividend of RMB 0.6 (tax included) was distributed for every 10 shares, totaling RMB 10038529284. (if before the implementation of this profit distribution plan, the company changes the total number of shares due to the implementation of restricted stock repurchase, performance commitment compensation share repurchase and other matters, the total number of shares of the company at that time shall be taken as the base, the distribution proportion per share shall remain unchanged, and the total distribution shall be adjusted accordingly). According to the relevant provisions of the company’s 2018 stock option incentive plan (Draft) and 2019 stock option incentive plan (Draft), the stock option exercise price of the company’s 2018 stock option incentive plan shall be adjusted from 6.025 yuan / share to 5.965 yuan / share. In 2019, the adjusted exercise price of stock option incentive plan is 9.125 yuan / share, which is adjusted to 9.065 yuan / share.
The independent directors of the company have expressed their independent opinions on this proposal, and Guangdong Xinda law firm has issued a legal opinion.
The directors of the company, Mr. Shen Tu Xianzhong and Mr. Chen Yan, are the participants of the 2018 stock option incentive plan, avoided voting on the proposal, and other non affiliated directors agreed to the proposal.
2、 The meeting deliberated and adopted the proposal on the achievement of exercise conditions in the third exercise period of 2019 stock option incentive plan with 7 affirmative votes, 0 negative votes and 0 abstention
According to the relevant provisions of the company’s 2019 stock option incentive plan (Draft), the exercise conditions of the third exercise period of the company’s 2019 stock option incentive plan have been met. It is agreed that 9 incentive objects who meet the exercise conditions can exercise 1.88 million stock options in the third exercise period, and the exercise price is 9.065 yuan / share. The exercise of rights can only be carried out after the formalities of relevant institutions are completed.
The independent directors of the company have expressed their independent opinions on this proposal, and Guangdong Xinda law firm has issued a legal opinion.
3、 The meeting deliberated and adopted the proposal on closing some raised investment projects and canceling special accounts with 7 affirmative votes, 0 negative votes and 0 abstention
After deliberation, the implementation of the raised investment project “Qingdao testing base” has been completed, and the board of directors agreed to close the project and cancel the corresponding special account. For details, please refer to the announcement on the closing of some raised investment projects and the cancellation of special accounts disclosed by the company on cninfo.com.
4、 The meeting deliberated and adopted the proposal on providing guarantee for imat-uve GmbH with 7 affirmative votes, 0 negative votes and 0 abstention
The guarantee applied for this time is mainly based on the needs of imat-uve GmbH’s daily business development. Imat-uvegmbh is indirectly held by China test Holdings (Hong Kong) Co., Ltd. with 90% and Muller holding 10%. Both parties jointly provide guarantee according to the shareholding ratio. Imat-uve GmbH is currently operating in good condition, the bank’s credit record is good, and the financial risk is within the scope of effective control. The guarantee provided to imat-uve GmbH will not have a significant impact on the company’s operation.
It is hereby announced!
Centre Testing International Group Co.Ltd(300012) board of directors
May 21, 2002
