超卓航科: 《董事会议事规则》（2025年6月）

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]