湖北超卓航空科技股份有限公司 会议材料 股东会会议须知 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 股东会规则》以及《湖北超卓航空科技股份有限公司章程》、《股东会议事规则》 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，出席本次股东会的股东及股东代表应于 现场出席会议的股东及股东代表应于 2025 年 8 月 7 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通过网络投票方式进行投票。 三、为提高会议议事效率，在股东会召开过程中，股东要求发言的或就有关 问题在现场会议提出质询的，应在会议登记处向工作人员报名，经大会主持人许 ...

湖北超卓航空科技股份有限公司 2025 年第五次临时股东会 会议材料 2025 年 8 月 股东会会议须知 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 股东会规则》以及《湖北超卓航空科技股份有限公司章程》、《股东会议事规则》 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，出席本次股东会的股东及股东代表应于 2025 年 8 月 5 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 8 月 7 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通过网络投票方式进 ...

Meeting Information - The fifth extraordinary general meeting of shareholders will be held on August 7, 2025 [1] - The meeting will utilize a combination of on-site and online voting methods [1][2] - The on-site meeting will take place at the company's headquarters in Xiangyang, Hubei Province [1] Voting Procedures - Shareholders can vote through the Shanghai Stock Exchange's online voting system during specified trading hours on the meeting day [1][3] - Specific voting procedures for margin trading, transfer, and other related accounts must comply with relevant regulations [2] - Shareholders must complete voting for all proposals before submission [4] Agenda Items - The meeting will review several proposals, including the establishment of a compensation management system for directors and senior management [2] - There will be cumulative voting for the election of non-independent and independent directors for the fourth board of directors [2][3] - The proposals have been approved by the company's third board of directors [3] Attendance and Registration - Shareholders registered by the close of trading on August 1, 2025, are eligible to attend the meeting [5] - Registration for the meeting will occur on August 5, 2025, at the company's office [5][6] - Proxy representatives must present specific documentation to attend the meeting [6] Additional Information - Attendees are responsible for their own travel and accommodation expenses [6] - Contact information for the company's securities department is provided for further inquiries [6]

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]