证券代码：688237 证券简称：超卓航科 公告编号：2025-044 湖北超卓航空科技股份有限公司 本公司董事会及全体董事保证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。 重要内容提示： ? 案件所处的诉讼阶段：终审裁定 ? 所处的当事人地位：湖北超卓航空科技股份有限公司（以下简称"公司"） 全资子公司上海超卓金属材料有限公司（以下简称"上海超卓"）为原告。 ? 涉案的金额：储蓄款 6,000 万元以及以 6,000 万元为基数，自 2023 年 10 月 8 日起按照全国银行间同业拆借中心公布的贷款市场报价利率标准（3.45%） 计算至实际给付之日止的逾期付款利息。 ? 是否会对公司损益产生负面影响：终审法院认为因本民事案件所涉交易 事实与相应刑事案件所涉交易事实相同，刑事犯罪的相关情节、关键事实、法律 关系等问题，均有赖于刑事案件的认定，因刑事案件目前尚在审理中，故裁定驳 回上海超卓的上诉请求，维持一审法院驳回原告的起诉裁定。终审法院裁定是基 于先刑后民的程序做出，不会对上海超卓与招商银行股份有限公司南京城北支行 之间的储蓄合同纠纷处理产生实 ...

证券代码：688237 证券简称：超卓航科 公告编号：2025-044 湖北超卓航空科技股份有限公司 关于子公司重大诉讼的进展公告 本公司董事会及全体董事保证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。 重要内容提示： 案件所处的诉讼阶段：终审裁定 所处的当事人地位：湖北超卓航空科技股份有限公司（以下简称"公司"） 全资子公司上海超卓金属材料有限公司（以下简称"上海超卓"）为原告。 涉案的金额：储蓄款 6,000 万元以及以 6,000 万元为基数，自 2023 年 10 月 8 日起按照全国银行间同业拆借中心公布的贷款市场报价利率标准（3.45%） 计算至实际给付之日止的逾期付款利息。 是否会对公司损益产生负面影响：终审法院认为因本民事案件所涉交易 事实与相应刑事案件所涉交易事实相同，刑事犯罪的相关情节、关键事实、法律 关系等问题，均有赖于刑事案件的认定，因刑事案件目前尚在审理中，故裁定驳 回上海超卓的上诉请求，维持一审法院驳回原告的起诉裁定。终审法院裁定是基 于先刑后民的程序做出，不会对上海超卓与招商银行股份有限公司南京城北支行 之间的储蓄合同 ...

Group 1 - The company will hold a shareholders' meeting on July 16, 2025, at 14:00 in the conference room of Hubei Chaozhuo Aviation Technology Co., Ltd. [1][2] - Shareholders must register for the meeting by July 14, 2025, and provide identification and authorization documents [1][2] - The meeting will utilize a computer-assisted voting system for resolutions, and shareholders must accurately fill out their voting ballots [2][3] Group 2 - The company has proposed to reappoint the auditing firm, Shanghai Shuhui Accounting Firm (Special General Partnership), for the 2025 fiscal year [5][9] - The auditing firm has a history of compliance and has not faced criminal penalties in the last three years [7][8] - The board of directors and the supervisory board have both approved the reappointment of the auditing firm with unanimous votes [9][10] Group 3 - The company has proposed to abolish the supervisory board and amend the company’s articles of association [11][12] - This proposal includes four sub-proposals that require shareholder review and voting [11] - The company aims to enhance its governance structure and operational compliance through these amendments [12]

湖北超卓航空科技股份有限公司 2025 年第四次临时股东大会 会议材料 2025 年 7 月 股东大会会议须知 根据《中华人民共和国公司法》、《中华人民共和国证券法》、《上市公司 股东大会规则》以及《湖北超卓航空科技股份有限公司章程》、《股东大会议事 规则》相关规定，为维护投资者的合法权益，确保股东会议的正常秩序和议事效 率，特制定会议须知如下，请出席股东大会的全体人员共同遵守： 一、公司董事会办公室具体负责会议有关程序方面的事宜。 二、参会股东及股东代表须携带身份证明（股票账户卡、身份证等）及相关 授权文件办理会议登记手续及有关事宜，出席本次股东大会的股东及股东代表应 于 2025 年 7 月 14 日 17:00 之前通过传真、信函或电子邮件的方式办理会议出席 登记，现场出席会议的股东及股东代表应于 2025 年 7 月 16 日 14:00 之前到达湖 北省襄阳市高新区台子湾路 118 号，湖北超卓航空科技股份有限公司一楼会议室 进行签到登记，并在登记完毕后，在工作人员的引导下进入会场安排的位置入座。 在会议主持人宣布现场出席会议的股东和股东代表人数及所持有表决权的股份 总数后，未登记的股东和股东代表可 ...

General Principles - The purpose of the rules is to protect the rights of Hubei Chaozhuo Aviation Technology Co., Ltd. and its shareholders, standardize the behavior of directors, and improve the corporate governance structure [1][2] - The board of directors is the decision-making center of the company and is accountable to the shareholders' meeting [1][2] Director Qualifications and Responsibilities - Directors must be natural persons and do not need to hold shares in the company, but certain individuals are prohibited from being nominated as directors [2][3] - The board must provide the resumes and basic information of director candidates to the shareholders' meeting [2][3] Election and Term of Directors - Directors are elected by the shareholders' meeting, and the term is three years, with the possibility of re-election [4][5] - If a director resigns or is removed, the company must complete the election of a new director within 60 days to ensure compliance with legal requirements [4][5] Rights and Duties of Directors - Directors have the right to attend meetings, propose motions, and express opinions on matters discussed [5][6] - Directors must adhere to fiduciary duties, avoiding conflicts of interest and not misappropriating company assets [6][7] Board Composition and Leadership - The board consists of nine directors, including three independent directors and six non-independent directors [13][14] - The chairman of the board is elected by the directors and serves as the legal representative of the company [14][15] Meeting Procedures - Board meetings can be regular or temporary, requiring a majority of directors to be present for decisions to be valid [21][22] - Meeting notifications must be sent in advance, detailing the agenda and relevant documents [22][23] Decision-Making Processes - Major decisions, such as mergers or changes to the articles of association, require board discussion and shareholder approval [17][31] - The board must ensure that all decisions comply with legal and regulatory requirements [28][30] Confidentiality and Liability - Directors are obligated to maintain confidentiality regarding company secrets even after their term ends [7][8] - Directors may be held liable for damages caused by violations of laws or company regulations [14][30]

Core Points - The article outlines the implementation details of the cumulative voting system for Hubei Chaozhuo Aviation Technology Co., Ltd, aimed at enhancing corporate governance and ensuring shareholders' rights are fully exercised [1][2][3] Group 1: General Provisions - The cumulative voting system allows shareholders to have voting rights equal to the number of shares they hold multiplied by the number of directors to be elected, enabling concentrated or distributed voting [1][2] - This system applies to the election or change of two or more directors, including both independent and non-independent directors [2] Group 2: Nomination of Directors - Non-independent directors can be nominated by the board or shareholders holding more than 1% of voting shares, after obtaining the nominee's consent and reviewing their qualifications [2][3] - Independent directors can be nominated similarly, with the requirement that the nomination committee verifies the nominee's qualifications [2][3] - Shareholders holding over 1% of voting shares must submit their nominations at least 10 days before the shareholders' meeting [2][3] Group 3: Voting and Election of Directors - The election process involves calculating the cumulative votes, ensuring that independent and non-independent directors are elected separately to maintain the required ratio [4][5] - The number of elected directors must comply with the company's articles of association, and candidates must receive more than half of the valid votes to be elected [5][6] - If the number of elected candidates exceeds the required number, those with the highest votes will be elected, and if not enough candidates are elected, a second round of voting will occur [5][6] Group 4: Additional Provisions - The article specifies that the provisions not covered will follow national laws and regulations, and any inconsistencies with the company's articles will be resolved in favor of legal regulations [6][7] - The rules will take effect upon approval by the shareholders' meeting and can be revised by the board for shareholder approval [7]

Core Points - The article outlines the articles of association for Hubei Chaozhuo Aviation Technology Co., Ltd., detailing the company's establishment, governance, and operational scope [2][3][4]. Group 1: Company Establishment and Governance - The company was established as a joint-stock limited company through the overall change of Hubei Chaozhuo Aviation Technology Co., Ltd. and is registered in Xiangyang City [2][3]. - The company received approval from the China Securities Regulatory Commission for its initial public offering of 22,400,828 shares, which were listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board on July 1, 2022 [2][3]. - The registered capital of the company is RMB 89,603,310 [3]. Group 2: Business Scope and Objectives - The company's business scope includes maintenance of civil aircraft, manufacturing of aircraft parts, sales of aviation materials, and various technical services [4][5]. - The company's operational objective is to enhance management levels and core competitiveness, maximizing shareholder value and creating economic and social benefits [4]. Group 3: Share Issuance and Management - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1.00 [6][18]. - The company has issued a total of 89,603,310 shares, all of which are ordinary shares without other categories [6][18]. - The company can provide financial assistance for others to acquire its shares, but the total amount of such assistance cannot exceed 10% of the total issued share capital [7][18]. Group 4: Shareholder Rights and Responsibilities - Shareholders have rights to dividends and other benefits proportional to their shareholdings, and they can request to convene shareholder meetings [12][13]. - Shareholders holding more than 3% of shares for over 180 days can request to inspect the company's accounting books [13]. - Shareholders are obligated to comply with laws and the company's articles of association, and they cannot withdraw their capital except as legally permitted [40][41].

Core Points - The article outlines the management system for related party transactions of Hubei Chaozhuo Aviation Technology Co., Ltd, emphasizing fairness, justice, and transparency in transactions to protect the interests of the company and all shareholders [1][2][3] Group 1: General Principles - Related party transactions must be legal, necessary, reasonable, and fair, ensuring the company's independence and not manipulating financial indicators [3][4] - The company should avoid or minimize related party transactions and adhere to principles of fairness, justice, and public disclosure when determining transaction prices [3][4] - Independent directors must approve related party transactions that meet disclosure standards before submission to the board for review [10][11] Group 2: Definition and Scope of Related Parties - Related parties include individuals or entities that control the company, hold more than 5% of shares, or are closely related to key management personnel [4][5] - Transactions that may lead to resource or obligation transfers are classified as related party transactions, including asset purchases, investments, and financial support [6][7] Group 3: Decision-Making and Approval Process - Related party transactions exceeding 30 million yuan or 1% of the company's total assets must be approved by the shareholders' meeting [13][14] - The board of directors must ensure that related directors abstain from voting on related party transactions [7][8] - The company must maintain written agreements for related party transactions, specifying key terms such as pricing and payment methods [21][22] Group 4: Financial Assistance and Guarantees - The company is prohibited from providing loans to directors and senior management without shareholder approval [16][17] - Any guarantees provided to related parties must be justified by reasonable business logic and disclosed promptly [19][20] Group 5: Monitoring and Compliance - The independent directors and audit committee are responsible for monitoring transactions with related parties to prevent fund misappropriation [14][15] - The company must take protective measures if it suffers losses due to related party transactions and hold responsible parties accountable [24][25]

Meeting Overview - The third meeting of the Supervisory Board of Hubei Chaozhuo Aviation Technology Co., Ltd. was convened on June 24, 2025, and was legally valid according to relevant laws and regulations [1][2]. Resolutions Passed - The Supervisory Board approved the proposal regarding the second vesting period of the reserved first grant of the 2022 Restricted Stock Incentive Plan, allowing for the vesting of 10,469 shares for two eligible incentive recipients [1][2]. - The proposal to renew the auditing firm for the year 2025 was also approved, pending submission to the shareholders' meeting for further review [2]. - The proposal to abolish the Supervisory Board and revise the company’s articles of association was approved, which also requires submission to the shareholders' meeting [2].

Core Viewpoint - Hubei Chaozhuo Aviation Technology Co., Ltd. has decided to abolish its supervisory board and amend its articles of association and governance systems, transferring the supervisory responsibilities to the audit committee of the board of directors [1]. Summary by Sections Reasons for Abolishing the Supervisory Board - The decision to abolish the supervisory board is based on the relevant provisions of the Company Law of the People's Republic of China and the actual situation of the company, with the powers of the supervisory board being transferred to the audit committee of the board of directors [1]. - The company will also revise its articles of association and governance systems in accordance with the requirements of various regulatory documents [1]. Amendments to Governance Systems - The amendments to the governance systems include changes to the articles of association, which will now reflect the absence of a supervisory board and the new responsibilities assigned to the audit committee [2][3]. - The articles of association will continue to ensure the protection of the legal rights of the company, shareholders, and creditors, and will be in compliance with the Company Law and other relevant regulations [2]. Specific Changes in Articles of Association - The articles of association will now state that the chairman of the board serves as the legal representative of the company, with provisions for appointing a new legal representative within thirty days if the current one resigns [3]. - The company’s assets will be divided into equal shares, and shareholders will be liable for the company's debts only to the extent of their shareholdings [4]. - The total number of issued shares remains at 89,603,310, all of which are ordinary shares [4]. Shareholder Rights and Responsibilities - Shareholders will retain the right to sue the company’s directors and senior management, and the articles will clarify the rights and obligations of shareholders [5][6]. - The company will not provide financial assistance for the acquisition of its shares, except under specific conditions approved by the board of directors [6][7]. Decision-Making and Voting Procedures - The articles will outline the procedures for shareholder meetings, including the voting rights and the process for making decisions on significant company matters [25][26]. - Major transactions and related party transactions will require approval from the shareholders' meeting, ensuring transparency and accountability [27][28].