Core Points - The document outlines the rules and regulations governing the board of directors of Hainan Jinpan Intelligent Technology Co., Ltd, aiming to enhance decision-making efficiency and protect shareholder rights [1][2][3] Group 1: Board Structure and Responsibilities - The board of directors is the executive body of the shareholders' meeting and is responsible for major operational decisions, focusing on maximizing shareholder interests [1][2] - The board consists of six members, including a chairman, a vice chairman, and one employee representative [10] - Directors are elected for a term of three years and can be re-elected, with provisions for filling vacancies during the term [8][10] Group 2: Director Qualifications and Duties - Directors must be natural persons and are prohibited from holding positions if they have certain legal or financial disqualifications [2][3] - Directors have a duty of loyalty and must avoid conflicts of interest, ensuring that their actions benefit the company and its shareholders [6][12] - Directors are required to act diligently, attend meetings, and review company reports to ensure informed decision-making [8][13] Group 3: Meeting Procedures - The board must hold at least two meetings annually, with provisions for calling additional meetings under specific circumstances [13][26] - Meeting notifications must be sent in advance, detailing the agenda and participants [29][30] - Decisions require a majority vote from attending directors, and minutes must be recorded and maintained for at least ten years [21][22][24] Group 4: Compliance and Governance - The board is responsible for ensuring compliance with laws and regulations, and any decisions that violate these can lead to liability for the directors involved [19][20] - The document emphasizes the importance of diversity in board composition, considering various factors such as gender, age, and professional experience [55][56][58]