Core Viewpoint - The company plans to utilize part of its temporarily idle raised funds for cash management, aiming to enhance the efficiency of fund usage and maximize shareholder returns [1][4][8]. Fundraising Overview - The company raised a total of RMB 92.5 million through its initial public offering, with 2,240,082.8 shares issued at a price of RMB 41.27 per share [2]. - As of June 30, 2025, the company has a total of RMB 125.32 million in surplus funds from its projects [3]. Cash Management Plan - The company intends to invest up to RMB 150 million in high-security, liquid principal-protected financial products, including structured deposits and large-denomination certificates of deposit [1][4]. - The investment period for these cash management activities is set to be within 12 months from the board meeting approval date [5][7]. Decision-Making Process - The board of directors and the audit committee have approved the cash management plan, with unanimous support from the audit committee and a majority from the board [7][8]. - The decision does not require shareholder approval, as it complies with relevant regulations and does not alter the intended use of the raised funds [8]. Risk Management - The company will select high-security, liquid investment products and will implement measures to control investment risks, ensuring compliance with regulatory requirements [6][8]. - The cash management activities are designed to not affect the company's daily operations or its main business activities [5][8].

Group 1 - The company held its 36th meeting of the third board on July 18, 2025, where it approved the proposal to revise and formulate several governance systems [1] - The revisions and formulations are based on various laws and regulations, including the Company Law of the People's Republic of China and the Shanghai Stock Exchange's listing rules [1] - The company aims to improve its governance structure and promote standardized operations through these revisions and new governance systems [1] Group 2 - The newly formulated "Compensation Management System for Directors and Senior Management" requires approval from the shareholders' meeting to take effect [4] - The full text of the revised and newly formulated internal governance systems has been disclosed on the Shanghai Stock Exchange website for investors to review [4]

Core Viewpoint - The company is conducting a board of directors election as the term of the current board is about to expire, with nominations for both non-independent and independent directors presented for approval [1][2]. Group 1: Board Election Announcement - The third board of directors of Hubei Chaozhuo Aviation Technology Co., Ltd. will expire on August 7, 2025, prompting the need for a new election [1]. - Shareholder Li Guangping has nominated several candidates for the fourth board, including both non-independent and independent directors [1]. Group 2: Nomination Committee Review - The nomination committee has reviewed the qualifications of the non-independent director candidates and found them compliant with relevant regulations, thus agreeing to submit the nominations for board review [2]. - The independent director candidates have also been deemed qualified, with no conflicts of interest identified, and their nominations will be submitted for board consideration [2]. Group 3: Board Meeting and Voting - A board meeting was held on July 18, 2025, where the nominations for both non-independent and independent directors were approved with a unanimous vote, pending approval at the upcoming shareholder meeting [3]. - The independent director candidates have received no objections from the Shanghai Stock Exchange regarding their qualifications [3]. Group 4: Additional Information - The current board members will continue to fulfill their duties until the new board is elected, and the company expresses gratitude for their contributions during their tenure [3].

Core Viewpoint - The nomination of Zhao Shengtun as an independent director candidate for Hubei Chaozhuo Aviation Technology Co., Ltd. has been made by Li Guangping, who confirms the candidate's qualifications and independence [1][2]. Group 1: Candidate Qualifications - The nominee possesses basic knowledge of listed company operations and has over five years of relevant work experience in law, economics, accounting, finance, or management [1]. - The nominee has completed training and obtained certification recognized by the stock exchange [1]. - The nominee meets the legal and regulatory requirements for independent directors as outlined in various laws and regulations [1]. Group 2: Independence Criteria - The nominee does not have any relationships that could affect their independence, including direct or indirect employment with the company or its affiliates, or significant shareholding [1]. - The nominee has no adverse records, such as administrative penalties or criminal charges from the China Securities Regulatory Commission within the last 36 months [2]. - The nominee has not been dismissed from previous independent director roles due to attendance issues [2]. Group 3: Compliance and Verification - The nominee has undergone a qualification review by the company's third board of directors' nomination committee and is confirmed to meet the requirements [2]. - The nominator guarantees the truthfulness and completeness of the statements made regarding the nominee [3].

General Principles - The management system for the shares held by the board of directors and senior management of Hubei Chaozhuo Aviation Technology Co., Ltd. is established to strengthen the management of shareholding and changes in accordance with relevant laws and regulations [1][2]. Share Transfer Rules - Directors and senior management are prohibited from transferring shares under certain conditions, including within one year of the company's stock listing and within six months after leaving their positions [2]. - Specific circumstances that restrict share transfers include investigations by regulatory authorities and administrative penalties [2]. Trading Restrictions - Directors and senior management are not allowed to buy or sell company shares during specific periods, such as 15 days before the annual or semi-annual report announcements [3][4]. - A six-month prohibition on reverse trading is enforced after any legal purchase or sale of shares [4]. Reporting and Disclosure Management - The company secretary is responsible for managing the data and information regarding the shareholdings of directors and senior management, ensuring timely and accurate reporting [5][6]. - Any changes in shareholdings must be reported within two trading days, including details such as the number of shares held before and after the change [8][9]. Penalties for Violations - Violations of the share trading rules may result in the recovery of profits and other penalties imposed by the China Securities Regulatory Commission [10][11]. - Serious violations can lead to market bans for responsible individuals [11]. Additional Provisions - The management system will be revised and interpreted by the board of directors and will take effect upon approval [12][13].

Core Viewpoint - The company plans to utilize part of its temporarily idle raised funds for cash management to enhance the efficiency of fund usage and maximize shareholder returns [5][9]. Fundraising Basic Situation - The company has successfully completed its initial public offering, issuing 22,400,828 shares at a price of RMB 41.27 per share, raising a total of RMB 923.5 million [2][3]. - The raised funds have been verified and are managed in a dedicated account, with agreements in place for regulatory oversight [2]. Investment Project Situation - As of June 30, 2025, the company has a total of RMB 125.32 million in surplus funds from its investment projects, which will be retained in the dedicated account [3]. Cash Management Plan - The company intends to use up to RMB 150 million of the temporarily idle raised funds for cash management, with a usage period of up to 12 months from the board's approval [5][8]. - The cash management will focus on safe, liquid, and principal-protected financial products, ensuring that these funds are not used for pledging or securities investment [5][6]. Decision-Making Process - The audit committee and board of directors have approved the cash management plan, confirming that it complies with relevant regulations and will not adversely affect the company's operations [8][9]. Regulatory Compliance - The cash management activities will be conducted in accordance with the regulations set forth by the China Securities Regulatory Commission and the Shanghai Stock Exchange, ensuring transparency and proper usage of funds [6][9].

General Principles - The internal audit management system aims to enhance internal management and control, ensure compliance, provide reliable information for decision-making, protect investors' rights, and improve operational efficiency [1][2] - Internal audit is defined as an evaluation activity conducted by the internal audit department to assess the effectiveness of internal controls, risk management, and the authenticity and completeness of financial information [1][2] Internal Audit Structure and Personnel - The company establishes an audit committee under the board of directors and sets up an internal audit department responsible for supervising business activities, risk management, and financial information [2][3] - The internal audit department operates independently and reports directly to the audit committee, ensuring it is not under the leadership of the finance department [2][3] Responsibilities and Authority of the Internal Audit Department - The internal audit department is responsible for evaluating the completeness and effectiveness of internal control systems, auditing financial documents, and monitoring compliance with regulations [3][4] - The department must maintain independence and confidentiality in its operations, with audit evidence being adequately documented and archived for at least ten years [5][6] Specific Audit Implementation Measures - The internal audit department is required to conduct evaluations of internal controls at least annually and submit reports to the audit committee [6][8] - Regular checks on significant events such as financial transactions and related party dealings must be conducted, with findings reported to the audit committee [6][8] Information Disclosure - The internal audit department is responsible for organizing and implementing internal control evaluations, which are then reviewed by the board and audit committee [9][10] - Annual internal control evaluation reports must be disclosed alongside the company's annual report, including any non-standard audit opinions from external auditors [9][10] Rewards and Responsibilities - Internal audit personnel who make significant contributions should be recognized and rewarded, while those who abuse their power or violate regulations may face disciplinary actions [29][30] - The company can recommend corrective actions or disciplinary measures against audited units or individuals who violate regulations [30][31] Supplementary Provisions - The internal audit management system applies to the company and its subsidiaries, with modifications made as necessary based on regulatory requirements [32][33] - The board of directors is responsible for interpreting the system, which takes effect upon approval [34]

一、募集资金基本情况 经中国证券监督管理委员会《关于同意湖北超卓航空科技股份有限公司首次 公开发行股票注册的批复》（证监许可[2022]850 号）核准，公司首次公开发行股 票 2,240.0828 万股，每股发行价格为人民币 41.27 元，募集资金总额为人民币 92,448.22 万元，扣除各项发行费用后实际募集资金净额为人民币 80,857.59 万元。 上述募集资金到位情况已经天职国际会计师事务所（特殊普通合伙）验证，并由 其出具天职业字[2022]35475 号《验资报告》。 上述募集资金已全部存放于募集资金专户管理，公司及相关子公司与存放募 集资金的商业银行、保荐机构签订了募集资金监管协议。 二、募集资金投资项目情况 根据《湖北超卓航空科技股份有限公司首次公开发行股票并在科创板上市招 股说明书》、《湖北超卓航空科技股份有限公司关于使用超募资金投资在建项目的 公告》（公告编号：2023-007）及《关于变更募投项目投资总额并结项并将节余 募集资金继续存放于募集资金专户及将超募资金的节余资金永久补充流动资金 的公告》（公告编号：2025-032），截至 2025 年 6 月 30 日，公司调整后募集资 ...

国泰海通证券股份有限公司 关于湖北超卓航空科技股份有限公司 使用部分暂时闲置募集资金进行现金管理的核查意见 国泰海通证券股份有限公司（以下简称"国泰海通"或"保荐机构"）作为 湖北超卓航空科技股份有限公司（以下简称"超卓航科"、"公司"或"发行人"） 首次公开发行股票并在科创板上市的保荐机构，根据《证券发行上市保荐业务管 理办法》《上市公司募集资金监管规则》《上海证券交易所科创板股票上市规则》 《上海证券交易所科创板上市公司自律监管指引第 1 号——规范运作》等有关法 律法规和规范性文件的要求，就超卓航科使用部分暂时闲置募集资金进行现金管 理的事项进行了审慎核查，并发表如下核查意见: 一、募集资金基本情况 经中国证券监督管理委员会《关于同意湖北超卓航空科技股份有限公司首次 公开发行股票注册的批复》（证监许可[2022]850 号）核准，公司首次公开发行股 票 2,240.0828 万股，每股发行价格为人民币 41.27 元，募集资金总额为人民币 92,448.22 万元，扣除各项发行费用后实际募集资金净额为人民币 80,857.59 万元。 上述募集资金到位情况已经天职国际会计师事务所（特殊普通合伙）验证，并 ...

第一章 总则 湖北超卓航空科技股份有限公司 董事、高级管理人员薪酬管理制度 湖北超卓航空科技股份有限公司 董事、高级管理人员薪酬管理制度 第三条 本制度所称"高级管理人员"是指公司的总经理、副总经理、财务 总监、董事会秘书等高级管理人员。 第四条 公司董事、高级管理人员薪酬与公司经营业绩相结合，保障公司稳 定发展，同时符合市场价值规律，其薪酬的确定遵循以下原则： （一）体现收入水平符合公司规模与业绩的原则，同时与外部同行业薪酬水 平相符； （二）体现责、权、利对等的原则，薪酬与岗位价值高低、承担责任大小相 符； 第一条 为进一步完善湖北超卓航空科技股份有限公司（以下简称"公司"） 董事、高级管理人员的薪酬管理，建立科学有效的激励约束机制，充分调动公司 董事、高级管理人员的工作积极性和创造性，提升公司经营效益和管理水平，根 据《中华人民共和国公司法》等法律、法规、规范性文件以及《湖北超卓航空科 技股份有限公司章程》（以下简称"《公司章程》"）及公司《薪酬与考核委员 会工作细则》的有关规定，结合公司实际情况，特制订本制度。 第二条 本制度所称"董事"是指本制度执行期间公司董事会的全部成员， 包括非独立董事、独立董 ...