重庆长江造型材料（集团）股份有限公司 第五届董事会第一次会议决议公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整， 没有虚假记载、误导性陈述或重大遗漏。 一、董事会会议召开情况 重庆长江造型材料（集团）股份有限公司（以下简称"公司"） 第五届董事会第一次会议于 2025 年 6 月 19 日在公司会议室以现场方 式召开。经全体董事一致同意，本次会议豁免通知时限要求，会议通 知于公司 2024 年年度股东大会选举产生第五届董事会成员后，以口 头方式送达全体董事。本次会议应出席董事 7 名，实际出席会议董事 7 名。经过半数董事共同推举，本次会议由董事熊鹰先生主持。本次 会议召集、召开、议案审议程序等符合相关法律、行政法规、部门规 章、规范性文件和《公司章程》的规定。 二、董事会会议审议情况 经与会董事认真审议，以记名投票的方式进行表决。本次董事会 形成如下决议： 证券代码：001296 证券简称：长江材料 公告编号：2025-027 （一）审议通过《关于选举公司第五届董事会董事长的议案》 公司董事会同意选举熊鹰先生为公司第五届董事会董事长，任期 自本次董事会审议通过之日起至第五届董事会届满之日止。 ...

泰和泰（重庆）律师事务所 关于 重庆长江造型材料(集团)股份有限公司 2024 年年度股东大会 之 法律意见书 (2025)泰律意字（长江材料）第 001 号 中国 • 重庆市两江新区财富大道 1 号财富金融中心 36、43 层 36、43/F, Fortune Financial Center, No. 1 Fortune Avenue Liangjiang New Area, Chongqing, People's Republic of China 电话| TEL: 86-23-67887666 www.tahota.com 关于重庆长江造型材料(集团)股份有限公司 2024 年年度股东大会之法律意见书 关于 重庆长江造型材料(集团)股份有限公司 2024 年年度股东大会 本法律意见书仅就本次股东大会的召集、召开程序、出席本次股 东大会的人员资格、召集人资格、会议表决程序及表决结果是否符合 《公司法》《股东会规则》等现行有效的法律、行政法规和其他规范 性文件以及《公司章程》的规定发表意见，并不对审议的议案内容以 及议案所表述的事实或数据的真实性、合法性及准确性发表意见。 鉴于此，本所律师根据上述法律、行 ...

Core Viewpoint - The company is focused on maintaining its core business while gradually pursuing a diversified development strategy, aiming to enhance its market share and product profitability through new environmentally friendly products and technologies. Group 1: Company Performance and Strategy - The company reported a year-on-year increase in profitability for the first quarter of 2025 [3] - The company plans to enhance its market share in the raw sand and coated sand markets following the full production capacity of its Zhangwu quartz sand mine [2] - The company aims to develop a business system suitable for its growth, focusing on quartz sand as the core business and strengthening its presence in the casting materials and fracturing proppants markets [4] Group 2: Industry Outlook - The casting materials industry is expected to evolve towards environmentally friendly, low-emission products, with a shift from organic to inorganic materials [4] - The widespread application of 3D printing technology in the industry is anticipated to raise the standards for casting materials [4] Group 3: Technological Advancements - The company has begun applying its products in 3D printing and is gradually expanding this application, which is expected to significantly reduce costs [5] - The company has developed low-ammonia and ammonia-free coated sand products to minimize emissions during the casting process [9] Group 4: Market Position and Competition - The company has a complete business system from raw sand to coated sand and waste sand recycling, ensuring a competitive advantage in the industry [11] - The company does not engage in price-cutting strategies to avoid "involution" competition, focusing instead on product quality and technological advantages [7] Group 5: Customer Base and Orders - The company currently has stable orders and serves several prominent clients, including Chang'an Automobile, Top Group, and China National Petroleum [12]

Financial Performance - The company reported a year-on-year increase in profitability for Q1 2025 [2] - The annual dividend plan is determined based on actual operating profits and capital expansion needs [2] Market Position and Growth Opportunities - The full production capacity of the Zhangwu quartz sand mine will enhance market share in raw sand and coated sand [2] - The promotion of new environmentally friendly products is expected to gradually replace traditional coated sand products, improving profitability [2] Strategic Development - The company aims to pursue moderate diversification while focusing on its core business [3] - Future operational goals include strengthening the core business of quartz sand and expanding into inorganic green materials and 3D printing applications [3][4] Industry Trends and Challenges - The foundry materials industry is moving towards environmentally friendly and low-emission solutions, with increasing demands due to 3D printing technology [4] - The company does not engage in price-cutting competition, focusing instead on product quality and technological advantages [4] Environmental Initiatives - The company promotes waste sand recycling, facing challenges related to regional environmental policies and transportation costs [4] - Efforts are being made to reduce emissions, with the introduction of low-ammonia and ammonia-free coated sand products [5] Production Capacity and Orders - Current production capacity utilization is moderate, with some reserve capacity available [5] - The company maintains stable orders, serving major clients such as Chang'an Automobile and China National Petroleum [4][5]

Core Points - The company has revised its shareholder meeting rules, changing the terminology from "shareholder meeting" to "shareholders' meeting" and updating various procedural aspects to enhance governance and compliance [27]. Group 1: Shareholders' Meeting Authority - The shareholders' meeting is the highest authority of the company, responsible for deciding on the company's operational policies and investment plans [2][3]. - The meeting has the authority to elect and replace directors and supervisors, approve financial reports, and decide on profit distribution and loss compensation plans [2][3]. Group 2: Meeting Procedures - The company must convene a temporary shareholders' meeting within two months under specific circumstances, such as insufficient directors or significant unremedied losses [4][6]. - Independent directors and supervisory committees have the right to propose the convening of temporary shareholders' meetings [8][10]. Group 3: Voting and Proposals - Shareholders holding more than 1% of the company's shares can propose temporary proposals ten days before the meeting [12][14]. - The notice for the shareholders' meeting must include all proposals and allow for adequate time for shareholders to prepare [7][8]. Group 4: Election Procedures - The election of directors and supervisors must be conducted through individual proposals, and cumulative voting is required when electing multiple directors [22][24]. - Detailed information about candidates must be disclosed in the meeting notice to ensure transparency [9][20]. Group 5: Compliance and Legal Framework - The revised rules emphasize compliance with legal and regulatory requirements, ensuring that the rights of minority shareholders are protected [26][27]. - Any violations of the meeting procedures or resolutions can be challenged in court within sixty days [26].

General Provisions - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [1] - The company was approved by the China Securities Regulatory Commission to issue 20,550,000 shares of common stock to the public on November 12, 2021 [1][3] - The registered capital of the company is RMB 149,591,086 [2] Business Objectives and Scope - The company's business objective is to create value for customers, provide returns for shareholders, and fulfill social responsibilities through technological progress and product innovation [3] - The business scope includes the production and sale of various materials such as coated sand, inorganic binders, and oil drilling technology services [3] Shares - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice [4] - The total number of shares issued by the company is 149,591,086, all of which are common shares [4][5] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participate in shareholder meetings, supervise company operations, and access company documents [10] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [13] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the previous fiscal year [48] - Shareholder meetings can be conducted in person or via electronic communication, and all shareholders have the right to attend and vote [50][51] Voting and Resolutions - Resolutions at shareholder meetings can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [80][81] - Shareholders must avoid conflicts of interest during voting on related party transactions, ensuring that related shareholders abstain from voting [84]

Group 1 - The board of directors of Chongqing Changjiang Molding Materials (Group) Co., Ltd. held its 25th meeting on May 27, 2025, with all 7 directors present, confirming compliance with relevant laws and regulations [1] - The board approved the nomination of candidates for the fifth board of directors, including non-independent directors Mr. Xiong Ying, Mr. Xiong Jie, Mr. Xiong Yin, and Ms. Jiang Shixue, for a term of three years starting from the approval date by the shareholders' meeting [1][2] - The board also approved the nomination of independent director candidates Mr. Hu Yuntong, Mr. Chen Xingshu, and Mr. Fan Jinhui, with Mr. Hu Yuntong's term limited to June 18, 2026, due to the six-year tenure rule [2][4] Group 2 - The board passed several resolutions, including amendments to the company's articles of association, rules for shareholder meetings, board meeting rules, independent director working rules, and specialized committee working rules, all requiring approval from the shareholders' meeting with a two-thirds majority [4][5] - The board proposed to convene the 2024 annual shareholders' meeting, which also received unanimous support from the directors [4][6]

Core Points - The company has established specialized committees within its board to enhance governance structure and operational efficiency [1][11][16] - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and ensuring compliance with laws and regulations [2][3][4] - The Nomination Committee is tasked with developing selection criteria for directors and senior management, as well as reviewing candidates' qualifications [12][13][14] - The Compensation and Assessment Committee is responsible for formulating compensation standards and conducting performance evaluations for directors and senior management [17][18][19] - The Strategy Committee focuses on long-term development strategies and major investment decisions, providing recommendations to the board [22][23][24] Audit Committee - The Audit Committee consists of three directors, with a majority being independent directors, including at least one accounting professional [3][4] - The committee's main responsibilities include supervising external audit work, reviewing financial disclosures, and assessing internal controls [8][9][10] - The committee must approve certain actions, such as financial report disclosures and hiring or firing external auditors, before submission to the board [10][11] Nomination Committee - The Nomination Committee is composed of three directors, with a majority being independent [12][13] - Its primary duties include proposing the size and composition of the board and recommending qualified candidates for directors and senior management [13][14] - The committee's recommendations must be documented in board resolutions if not fully adopted [14] Compensation and Assessment Committee - The Compensation and Assessment Committee consists of three directors, with a majority being independent [17][18] - It is responsible for developing compensation plans and evaluating the performance of directors and senior management [18][19] - The committee's proposals regarding compensation must be approved by the board and submitted for shareholder approval [19] Strategy Committee - The Strategy Committee is formed to enhance the company's core competitiveness and make informed investment decisions [22][23] - It includes at least one independent director and is responsible for researching long-term strategies and major investment proposals [22][23] - The committee's recommendations are submitted to the board for approval [24][25]

证券代码：001296 证券简称：长江材料 公告编号：2025-022 重庆长江造型材料（集团）股份有限公司 关于董事会换届选举的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整， 没有虚假记载、误导性陈述或重大遗漏。 重庆长江造型材料（集团）股份有限公司（以下简称"公司"） 第四届董事会任期即将届满，根据《中华人民共和国公司法》《深圳 证券交易所股票上市规则》《深圳证券交易所上市公司自律监管指引 第 1 号——主板上市公司规范运作》等相关法律法规、规范性文件及 《公司章程》的有关规定，公司于 2025 年 5 月 27 日召开第四届董事 会第二十五次会议，审议通过《关于董事会换届选举暨提名第五届董 事会非独立董事候选人的议案》《关于董事会换届选举暨提名第五届 董事会独立董事候选人的议案》，并将上述议案提交股东大会审议。 公司第五届董事会由 7 名董事组成，其中非独立董事 4 名、独立 董事 3 名。经公司董事会提名委员会资格审查通过，董事会同意提名 熊鹰先生、熊杰先生、熊寅先生、江世学女士为公司第五届董事会非 独立董事候选人；同意提名胡耘通先生、陈兴述先生、范金辉先生为 公司第五届董事会独立董 ...

证券代码：001296 证券简称：长江材料 公告编号：2025-025 重庆长江造型材料（集团）股份有限公司 关于举行2024年度网上业绩说明会的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整， 没有虚假记载、误导性陈述或重大遗漏。 重庆长江造型材料（集团）股份有限公司（以下简称"公司"）已 于 2025 年 4 月 24 日在巨潮资讯网披露了《2024 年年度报告》及相 关公告。为便于广大投资者更深入全面地了解公司情况，公司定于 2025 年 6 月 4 日（星期三）15:00-16:30 在全景网举办 2024 年度网 上业绩说明会。本次年度业绩说明会将采用网络远程的方式举行，投 资者可登录全景网"投资者关系互动平台"（https://ir.p5w.net） 参与本次年度业绩说明会。 出席本次说明会的人员有：公司董事、总经理熊杰先生，董事、 财务总监江世学女士，独立董事胡耘通先生，副总经理、董事会秘书 周立峰先生。 为充分尊重投资者、提升交流的针对性，现就公司 2024 年度业 绩说明会提前向投资者公开征集问题，广泛听取投资者的意见和建 议。投资者可于 2025 年 6 月 3 日（星期二 ...