Blue Shield Optoelectronics: Board Secretary Work System (Revised in August 2026)
Anhui Landun Optoelectronics Co., Ltd.
Board secretary work system
Chapter 1 General Provisions
Article 1 In order to further clarify the responsibilities, rights and obligations of the secretary of the board of directors of Anhui Landun Optoelectronics Co., Ltd. (hereinafter referred to as the "Company"), give full play to the role of the secretary of the board of directors, and strengthen the management and supervision of the work of the secretary of the board of directors, in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), "Shenzhen Stock Exchange GEM Stock Listing Rules" (hereinafter referred to as the "GEM Listing Rules"), "Shenzhen Stock Exchange GEM Listed Companies Self-Regulatory Guidelines No. 2" No. - Standardized Operation of GEM Listed Companies" (hereinafter referred to as the "Standardized Operation of GEM Listed Companies"), "Supervisory Rules for Board Secretaries of Listed Companies" and other relevant laws, administrative regulations, normative documents and the "Articles of Association of Anhui Landun Optoelectronics Co., Ltd." (hereinafter referred to as the "Articles of Association"), this system is specially formulated.
Article 2 The company shall establish a board secretary to assist the board of directors in performing its duties and reporting work to the board of directors.
Article 3 The board of directors has a securities affairs management department, and the secretary of the board of directors serves as the head of the securities affairs management department and is responsible for coordinating and handling the daily affairs of the board of directors.
Article 4 The secretary to the board of directors shall perform his duties faithfully and diligently in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission") (hereinafter collectively referred to as the "laws and regulations"), as well as the business rules of the stock exchange and the Articles of Association.
The secretary to the board of directors shall keep company secrets and shall not disclose inside information, engage in insider trading, manipulate the securities market, or other acts.
Chapter 2 Qualifications
Article 5 The secretary to the board of directors shall have good professional ethics and personal character, and be familiar with securities laws and regulations and the business rules of the stock exchange. When a company appoints a secretary to the board of directors, it shall explain that the candidate meets the following circumstances and disclose the same:
(1) Have more than 5 years of work experience in finance, accounting, auditing, legal compliance, finance, or other work related to performing the duties of a board secretary, or obtain a legal professional qualification certificate and have more than 5 years of work experience, or obtain a certified public accountant certificate and have more than 5 years of work experience;
(2) The circumstances specified in Article 178 of the Company Law do not exist;
(3) It has not been subject to administrative punishment by the China Securities Regulatory Commission or taken administrative supervision and management measures more than three times in the last 36 months;
(4) It has not been publicly condemned by the stock exchange or notified of criticism three or more times in the past 36 months;
(5) The China Securities Regulatory Commission has not adopted measures prohibiting entry into the securities market from serving as directors or senior managers of listed companies or the time limit has expired, and has not been publicly determined by the stock exchange to be unsuitable to serve as directors or senior managers of listed companies or the time limit has expired;
(6) Other situations stipulated in laws, regulations, and business rules of the Shenzhen Stock Exchange.
If the proposed secretary to the board of directors is investigated by the judicial authorities for suspected crimes or investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, and no clear conclusion has been reached, the company shall promptly disclose the reasons for the proposed appointment of the person and whether there are any circumstances that will affect the company's standardized operations, and indicate relevant risks.
Article 6 The secretary of the board of directors shall not concurrently serve as the general manager, deputy manager in charge of business operations, or financial person in charge. If the secretary of the board of directors concurrently holds other positions in the company, the responsibilities of the secretary of the board of directors and those of other positions should be clearly distinguished to ensure that there is sufficient time and energy to independently perform the duties of the secretary of the board of directors.
The board secretary should continue to strengthen his study of securities laws, regulations and stock exchange business rules, and continuously improve his ability to perform his duties.
Chapter 3 Main Responsibilities
Article 7 The secretary of the board of directors is responsible for the company and the board of directors and performs the following duties:
(1) The secretary of the board of directors is responsible for the company's information disclosure affairs, coordinating the company's information disclosure work, organizing the formulation of the company's information disclosure management system and maintaining the effective implementation of the system, and urging the company and relevant information disclosure obligors to comply with relevant regulations on information disclosure;
If the secretary of the board of directors discovers defects or problems in the operation of the company's information disclosure management system, he shall promptly report to the board of directors and put forward rectification suggestions.
(2) The general manager, financial controller, board secretary and other senior management personnel shall prepare draft periodic reports in a timely manner. The secretary of the board of directors is responsible for organizing and coordinating the preparation of draft periodic reports, supervising the general manager, financial controller and other senior managers and relevant departments of the company to provide relevant content of periodic reports on time, and summarizing and forming draft periodic reports in accordance with the prescribed content and format.
After the draft periodic report is prepared, the secretary of the board of directors should recommend that the audit committee of the board of directors convene a meeting to review the financial information in the periodic report. After the audit committee has reviewed and approved the report, the board secretary shall recommend that the chairman convene a board meeting to review and disclose the periodic report.
The secretary of the board of directors shall, within the scope of his duties, pay attention to major abnormalities such as abnormalities in financial data, operations and business matters, and preparation and release procedures in regular reports, and carry out verification in a timely manner; if problems are discovered, report to the board of directors and make rectification suggestions.
(3) The secretary to the board of directors is responsible for promptly collecting information on major events that should be disclosed by the company, reporting to the board of directors, preparing interim reports in accordance with regulations, and organizing the disclosure of interim reports.
The chairman, manager, and board secretary shall bear primary responsibility for the authenticity, accuracy, completeness, timeliness, and fairness of the information disclosed in the interim report.
(4) The secretary of the board of directors is responsible for handling the suspension and exemption of company information disclosure, and is responsible for the registration, storage and submission of suspension and exemption of disclosure information.
(5) The secretary to the board of directors is responsible for the confidentiality of the company's information disclosure, organizing the formulation of the company's inside information management system and maintaining the effective implementation of the system, registering, keeping and submitting insider files of inside information in accordance with regulations, and promptly reporting and announcing to the Shenzhen Stock Exchange when major undisclosed information is leaked.
(6) The secretary of the board of directors shall promptly collect matters within the scope of authority of the board of directors and the shareholders' meeting, report to the board of directors and make suggestions for convening meetings; organize and prepare for board meetings and shareholders' meetings, be responsible for and sign the minutes of the meetings, ensure that the minutes of the meetings truthfully reflect the meeting, and ensure that the convening, convening and voting procedures of the meetings comply with laws, regulations, other regulations of the Shenzhen Stock Exchange and the provisions of the Articles of Association.
(7) If the secretary of the board of directors discovers that the company's Articles of Association, organizational structure, distribution of powers, etc. are not in compliance with laws, regulations, and other provisions of the Shenzhen Stock Exchange, he will report to the board of directors and make rectification suggestions; if the secretary of the board of directors discovers financial information, internal control problems or clues about violations of laws and regulations, he will report to the audit committee in a timely manner.
(8) The secretary to the board of directors is responsible for organizing and coordinating the company's investor relations management work to enhance investors' understanding and recognition of the company; responsible for coordinating information communication between the company and shareholders and actual controllers, investors, directors, intermediaries, media, securities regulatory agencies, etc., to ensure smooth communication channels.
(9) The secretary of the board of directors should pay attention to media reports and market rumors about the company, verify relevant situations in a timely manner, report to the board of directors and make clarifications and other compliant handling suggestions, and urge the board of directors and other relevant entities to respond to inquiries from the Shenzhen Stock Exchange in a timely manner.
(10) The secretary of the board of directors should assist independent directors in performing their duties, ensure smooth flow of information between independent directors and other directors, senior managers and other relevant personnel, and ensure that independent directors have access to sufficient resources and necessary professional opinions.
(11) The secretary of the board of directors is responsible for organizing directors, senior managers and other relevant personnel to conduct training required by relevant laws and regulations and other provisions of the Shenzhen Stock Exchange, and assisting the aforementioned personnel in understanding their respective responsibilities in information disclosure.
(12) The secretary of the board of directors is responsible for urging directors, senior managers and other relevant personnel to abide by laws and regulations, other regulations of the Shenzhen Stock Exchange and the Articles of Association, and to earnestly fulfill the commitments they have made; when he learns that the company, directors, and senior managers have made or may make resolutions that violate relevant regulations, the secretary of the board of directors should remind them and immediately and truthfully report to the Shenzhen Stock Exchange.
(13) The secretary of the board of directors is responsible for the management of changes in the company's stocks and their derivatives, managing the company's shareholder list, and verifying the holdings of the company's stocks and their derivatives by shareholders, actual controllers, directors, senior managers, etc. who hold more than 5% of the company's shares every quarter.
(14) Other duties required by laws, regulations and Shenzhen Stock Exchange.
Article 8 The secretary of the board of directors shall ensure that the company's information disclosure documents are published on the website of the Shenzhen Stock Exchange and media that meet the conditions specified by the China Securities Regulatory Commission, and shall not replace the company's reporting and announcement obligations in any form such as press releases or answering reporters' questions.
Article 9 The secretary of the board of directors, as a senior manager of the company, shall attend the shareholders' meeting and the board of directors' meeting. In order to perform his duties, he has the right to participate in relevant meetings of senior managers, review relevant documents and materials, understand the company's financial and operating conditions, or require relevant departments and personnel of the company to explain relevant matters.
The board of directors, other senior managers, and relevant departments of the company should support the work of the board secretary, respond to inquiries raised by the board secretary in a timely and truthful manner, and provide relevant information.
Article 10 The company shall provide convenient conditions for the board secretary to perform his duties, formulate procedures for reporting, transmitting, reviewing, and disclosing major events, embed the board secretary's performance of duties into the company's daily operation and management process, and ensure that the board secretary obtains information in a timely, accurate, and comprehensive manner.
Directors, other senior managers, and relevant departments of the company shall support and cooperate with the work of the board secretary. If they are aware of major events, the progress of disclosed matters, etc., they shall promptly perform reporting obligations and notify the board secretary in accordance with the company's regulations, provide relevant information in a timely manner as required by the board secretary, and shall not refuse, hinder or interfere with the normal performance of the board secretary's duties. If the company's internal audit institution discovers major problems or clues about violations of laws and regulations, it shall promptly report to the audit committee and notify the secretary of the board of directors.
When the board secretary is unduly hindered or seriously obstructed in the performance of his duties, he shall promptly report to the chairman, who shall coordinate relevant parties to cooperate with the board secretary in performing his duties. If the secretary of the board of directors is still unduly hindered or obstructed, he shall promptly report to the Shenzhen Stock Exchange and provide relevant evidence.
Article 11 If during the performance of his duties, the secretary of the board of directors discovers that the company is unable to disclose information on time, that information disclosure documents contain false records, misleading statements, major omissions, or fails to perform major matter review procedures as required, he shall promptly report to the Shenzhen Stock Exchange.
If the secretary of the board of directors makes suggestions to the board of directors and its special committees but are not adopted in accordance with the relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange, he shall report to the Shenzhen Stock Exchange in a timely manner.
Chapter 4 Appointment and Dismissal
Article 12 The secretary of the board of directors shall be appointed by the board of directors. The Nomination Committee of the Board of Directors selects and reviews candidates for the Board Secretary and his qualifications, and makes recommendations to the Board of Directors.
Article 13 When appointing a board secretary, the company's board of directors shall also appoint a securities affairs representative to assist the board secretary in performing his duties. When the secretary of the board of directors is unable to perform his duties, the securities affairs representative shall exercise his rights and perform his duties. During this period, the secretary of the board of directors shall not be relieved of his responsibilities to the company's information disclosure office.
Article 14 If the secretary of the board of directors meets any of the following circumstances, the secretary of the board of directors shall immediately stop performing his duties and resign from his position. If the secretary of the board of directors does not submit his resignation, the board of directors shall immediately convene a meeting to decide whether to dismiss him or her after the board of directors knows or should know of the fact:
(1) The circumstances listed in Article 5 of this system are not met;
(2) Failure to perform duties for more than 3 consecutive months;
(3) There are major errors or omissions in the performance of duties, causing major losses to the company and investors or having a major impact on the company;
(4) Other violations of laws and regulations, the business rules of the Shenzhen Stock Exchange, the Articles of Association, internal management systems, etc., causing significant losses to the company and investors or having a significant impact on the company.
If the board secretary is dismissed or resigns, the company shall promptly report to the Shenzhen Stock Exchange, explain the reasons and make an announcement. The secretary of the board of directors may submit a personal statement report to the Shenzhen Stock Exchange regarding improper dismissal from the company or circumstances related to resignation.
Article 15 If the secretary of the board of directors is dismissed or resigns, the company shall complete the appointment of the secretary of the board of directors within 6 months. During the vacancy of the Board Secretary, the Chairman shall act as the Board Secretary.
Article 16 The company shall establish a regular evaluation and accountability mechanism for the performance of the duties of the board secretary, and set assessment and evaluation standards that match his responsibilities. If the board secretary is found to have failed to perform his duties diligently, he shall be held accountable; if the circumstances are serious, the board secretary shall be replaced in a timely manner.
Chapter 5 Supplementary Provisions
Article 17 This system is formulated by the company's board of directors and will come into effect on the date of review and approval by the board of directors. The same applies to modifications.
Article 18 If the promulgation and revision of national laws, administrative regulations, normative documents, or the revision of the Articles of Association cause the content of this system to conflict with the provisions of the above-mentioned documents, the company's board of directors shall promptly convene a meeting to revise this system. Before the revised system is reviewed and approved at the meeting, the aforementioned conflicting provisions in the original system shall automatically become invalid and shall be implemented in accordance with the provisions of relevant national laws, administrative regulations, normative documents and the Articles of Association. Matters not covered in this system shall be implemented in accordance with the relevant national laws, administrative regulations, normative documents and the Articles of Association.
Article 19 The company’s board of directors is responsible for interpreting this system. If there is any ambiguity in the interpretation of the terms of this system by board members, the company's board of directors shall make a formal interpretation of the ambiguous terms in the form of a resolution.
Anhui Landun Optoelectronics Co., Ltd.
August 28, 2026