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超卓航科: 超卓航科关于取消监事会并废止《监事会议事规则》暨修订《公司章程》及若干治理制度的公告

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].