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].

Group 1 - The company intends to reappoint the auditing firm, Shanghai Shuhua Certified Public Accountants (Special General Partnership), for the fiscal year 2025 [1][7] - The auditing firm was established on December 27, 2013, and has a business term until December 26, 2033 [1][2] - The firm has a total of 112 partners and 553 registered accountants as of December 31, 2024 [2] Group 2 - The auditing firm has not faced any criminal penalties in the last three years, with only one administrative penalty and eight supervisory measures [3][6] - The audit committee of the company has evaluated the performance of the auditing firm for the fiscal year 2024 and recommended its reappointment for 2025 [6][7] - The board of directors approved the reappointment with a unanimous vote of 9 in favor, 0 against, and 0 abstentions [7] Group 3 - The reappointment of the auditing firm is subject to approval by the company's shareholders' meeting [7] - The audit service fees for 2025 will be negotiated based on the company's actual business conditions and market conditions [6] - The auditing firm has a history of providing services to companies in various industries, including mining, manufacturing, and information technology [2]

证券代码：688237 证券简称：超卓航科 公告编号：2025-039 湖北超卓航空科技股份有限公司 关于 2022 年限制性股票激励计划预留第一次授予部分 第二个归属期符合归属条件的公告 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： 一、本次股权激励计划批准及实施情况 （一）本次股权激励计划方案及履行的程序 （4）激励人数：首次授予的激励对象 28 人，预留授予的激励对象 9 人。 （5）公司的归属安排具体如下： 根据归属对象的不同，分为两类，具体情况如下： 1 限制性股票拟归属数量：10,469 股 归属股票来源：向激励对象定向发行的本公司人民币 A 股普通股股票 ②2022 年 3 月 1 日后入职的新员工 | 归属安排 | 归属时间 | 归属比例 | | --- | --- | --- | | 第一个归属期 | 自首次授予之日起12个月后的首个交易日至首次授予之日起24个 | 30% | | | 月内的最后一个交易日止 | | | 第二个归属期 | 自首次授予之日起24个月后的首个交易日至首次授予之 ...

地址：上海市浦东新区银城中路 501 号上海中心大厦 11/12 层 电话：021-20511000 传真：021-20511999 邮编：200120 上海市锦天城律师事务所 法律意见书 上海市锦天城律师事务所 关于湖北超卓航空科技股份有限公司 上海市锦天城律师事务所 关于湖北超卓航空科技股份有限公司 2022 年限制性股票激励计划相关事项的 法律意见书 本法律意见所认定的事实真实、准确、完整，所发表的结论性意见合法、准确， 不存在虚假记载、误导性陈述或者重大遗漏，并承担相应法律责任。 二、本所律师已经对与出具本法律意见书有关的所有文件资料及说明进行审 查判断。同时，超卓航科向本所保证：其已经提供了本所认为出具本法律意见书 所必需的、真实的原始书面材料、副本材料或书面说明，公司在向本所提供文件 时并无遗漏；所有文件上的签名、印章均是真实的，所有副本材料或复印件与原 件一致。 2022 年限制性股票激励计划相关事项的 法律意见书 01F20225058 致：湖北超卓航空科技股份有限公司 根据《中华人民共和国公司法（2023 修订）》（以下简称"《公司法》"）、 《中华人民共和国证券法（2019 修订）》（以下 ...

第三条 独立董事对公司及全体股东负有诚信与勤勉义务。独立董事应当按 照相关法律法规、《独立董事管理办法》和《公司章程》及本制度的要求，认真 履行职责，维护公司整体利益，尤其关注中小股东的合法权益不受损害。独立董 事应当独立履行职责，不受公司及其主要股东、实际控制人、或者其他与公司存 在利害关系的单位或个人的影响。 湖北超卓航空科技股份有限公司 独立董事工作制度 湖北超卓航空科技股份有限公司 独立董事工作制度 第一章 总则 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"） 的治理结构，促进公司的规范运作，切实保护中小股东及利益相关者的利益，根 据《中华人民共和国公司法》（以下简称《公司法》）、《上市公司独立董事管 理办法》（以下简称"《独立董事管理办法》"）、《上海证券交易所科创板股票 上市规则》（以下简称"《科创板上市规则》"）、《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》等法律、法规、规范性文件和《湖北超卓 航空科技股份有限公司章程》（以下简称"《公司章程》"）的相关规定，制定本 制度。 第二条 本工作制度所称独立董事是指不在公司担任除董事外其他职务，并 与其所受聘的 ...