Core Points - The article outlines the compensation management system for the board and senior management of Nanjing Lais Information Technology Co., Ltd, aiming to establish an effective incentive and restraint mechanism to enhance management efficiency [1][2] - The compensation system is based on principles of fairness, alignment of responsibilities and rights, long-term development, and a balance between incentives and constraints [1][2] - The performance evaluation system involves the board of directors, the compensation and evaluation committee, and the general manager, with specific roles defined for each [2][3] Compensation Structure - The compensation for directors and senior management consists of three parts: basic salary, performance rewards, and long-term incentives [3][4] - Basic salary is determined by factors such as position, responsibility, capability, and market salary trends, and is paid monthly [4][5] - Performance rewards are based on the achievement of annual operational goals and are distributed after the annual report is completed [3][4] Performance Evaluation Process - The performance evaluation process includes setting annual operational goals, developing performance indicators, and conducting evaluations at the end of the fiscal year [4][5] - The compensation and evaluation committee is responsible for forming a review team to assess the performance of directors and senior management [4][5] Adjustment and Special Incentives - The compensation system is designed to adapt to the company's operational strategy and may be adjusted based on industry salary increases, inflation, profitability, and strategic changes [5] - The compensation and evaluation committee can establish special rewards or penalties for specific matters as a supplement to the compensation of directors and senior management [5]

Core Points - The document outlines the information disclosure management system of Nanjing Lais Information Technology Co., Ltd, aiming to ensure the authenticity, accuracy, completeness, fairness, timeliness, and effectiveness of information disclosure to protect the rights and interests of the company, shareholders, and investors [2][3]. Group 1: General Principles - Information disclosure is a continuous responsibility of the company, which must comply with laws, regulations, and relevant rules [4]. - The chairman of the board bears primary responsibility for managing the company's information disclosure affairs [4]. - All significant matters that may substantially affect the company's stock trading price or investment decisions must be disclosed [4][5]. Group 2: Disclosure Obligations - The company and related disclosure obligors must disclose information in a timely and fair manner, ensuring that the disclosed information is true, accurate, complete, and clear [5][6]. - Major information reflecting the company's business, technology, finance, governance, competitive advantages, industry trends, and risk factors must be disclosed [6][7]. - For long-term significant matters under planning, the company must disclose progress in stages according to the principle of materiality [8]. Group 3: Reporting Requirements - The company is required to disclose periodic reports, including annual, semi-annual, and quarterly reports, within specified timeframes [16][17]. - Annual reports must be completed within four months after the end of the fiscal year, while semi-annual reports are due within two months after the first half of the fiscal year [17][18]. - The content of the annual report must include basic company information, major accounting data, stock and bond issuance, and significant events during the reporting period [19][20]. Group 4: Risk Disclosure - The company must disclose risks that may significantly impact its core competitiveness, operational activities, and future development [22][23]. - If the annual net profit or revenue declines by more than 50% compared to the previous year, specific reasons and impacts must be disclosed [22][23]. Group 5: Temporary Announcements - Temporary announcements must be made promptly for significant events, including board resolutions or agreements signed [33][34]. - The company must clarify any rumors that may significantly affect stock trading or investor decisions [62]. Group 6: Related Party Transactions - Related party transactions exceeding certain thresholds must be disclosed and approved by independent directors [45][46]. - The company must ensure that related transactions do not bypass the required disclosure and approval processes [46][47]. Group 7: Financial Reporting - Financial reports must be audited by a qualified accounting firm, and unaudited reports cannot be disclosed [23][24]. - The company must disclose any changes in accounting policies or estimates that could manipulate financial indicators [66][67]. Group 8: Governance and Compliance - The company must establish a robust system for managing the storage, use, and disclosure of raised funds, particularly in technology innovation [71][72]. - The company is required to disclose environmental information and social responsibility efforts in accordance with relevant regulations [74][75].

Core Viewpoint - The company establishes an investor relations management system to enhance communication with investors, protect their rights, and improve corporate governance and overall value [1][2]. Group 1: General Principles - The investor relations management should comply with relevant laws and regulations, ensuring transparency and fairness in communication with all investors [2][3]. - The company emphasizes the importance of protecting investor interests and enhancing shareholder value through effective management practices [1][2]. Group 2: Communication Channels - The company is required to set up necessary communication channels to facilitate two-way communication with investors, ensuring they are well-informed about the company's status [2][4]. - Various platforms such as the company's website, new media, and the Shanghai Stock Exchange's interactive platform will be utilized for investor communication [4][5]. Group 3: Responsibilities and Management - The board secretary is designated as the head of investor relations management, responsible for organizing communication activities and addressing investor inquiries [8][9]. - The company must maintain a clear distinction between promotional materials and media reports to ensure objective reporting [8][10]. Group 4: Investor Engagement Activities - The company will conduct investor meetings, including performance briefings and major event explanations, to engage with investors and address their concerns [6][7]. - Investors will be encouraged to participate in shareholder meetings, with provisions for online voting to facilitate their involvement [6][7]. Group 5: Record Keeping and Reporting - The company is required to maintain detailed records of investor relations activities, including participant details, communication content, and any significant information disclosed [11][12]. - All investor relations activities must be reported through the Shanghai Stock Exchange's platform to ensure transparency and compliance with regulations [11][12].

Core Points - The document outlines the management system for related party transactions of Nanjing Lais Information Technology Co., Ltd, ensuring fairness and transparency in transactions to protect the interests of the company and its shareholders, especially minority investors [1][2][19] Summary by Sections General Principles - The related party transactions must adhere to principles of equality, voluntariness, equivalence, and compensation [2] - Related parties must abstain from voting on transactions where they have a conflict of interest [2][6] Definition of Related Parties and Transactions - Related parties include both legal entities and natural persons that have a special relationship with the company [3] - Related transactions encompass various activities such as asset purchases, investments, and financial assistance [4][5] Pricing and Management of Related Transactions - Pricing for related transactions should follow national pricing, market prices, or negotiated prices, with a preference for cost-plus reasonable profit methods when other pricing is unavailable [6][7] - The finance department is responsible for tracking market price and cost changes related to these transactions [7] Review Procedures and Disclosure - Transactions exceeding certain thresholds must be disclosed, including those with related natural persons over 300,000 yuan and those with related legal entities that exceed 1% of total assets or market value [8][9] - Independent directors must approve related transactions before they are submitted to the board for review [13][15] Special Provisions - Certain transactions, such as cash subscriptions for public offerings or receiving dividends, may be exempt from the usual review and disclosure requirements [18] - The company must ensure that related transactions are legal, necessary, reasonable, and fair, maintaining independence and not manipulating financial indicators [19][20] Miscellaneous - The document specifies that related transactions by subsidiaries are treated as actions of the parent company and must comply with the same approval and disclosure obligations [12] - Records of related transaction decisions must be maintained for at least 10 years [24]

General Principles - The document establishes a management system for the shares held by the board members and senior management of Nanjing Lais Information Technology Co., Ltd, aiming to clarify procedures and strengthen management [1][2] - The system is based on various laws and regulations, including the Company Law and Securities Law of the People's Republic of China, as well as relevant self-regulatory guidelines from the Shanghai Stock Exchange [1][2] Information Reporting and Disclosure - The company secretary is responsible for managing the data and information regarding the shares held by board members and senior management, ensuring quarterly checks on their trading disclosures [2][3] - Board members and senior management must notify the company secretary in writing of their trading plans before buying or selling shares, and the secretary must verify the situation regarding information disclosure [2][3] Shareholding Changes Management - There are specific periods during which board members and senior management are prohibited from trading company shares, such as 15 days before the annual or semi-annual report announcements [5][6] - The maximum amount of shares that can be transferred by board members and senior management in a year is limited to 25% of their total holdings, with exceptions for certain circumstances [5][6] Responsibilities and Penalties - If board members or senior management fail to report shareholding changes or disclose trading activities, the board will issue warnings and require corrective actions [7][8] - Violations of the established rules may lead to various penalties, including warnings, demotions, or even civil liability for significant damages caused to the company [7][8]

Core Points - The article outlines the implementation details of the cumulative voting system for the election of directors at Nanjing Lais Information Technology Co., Ltd, aimed at protecting the interests of minority shareholders and ensuring their rights to elect directors [1][2] - The cumulative voting system allows shareholders to allocate their voting rights in a flexible manner when electing multiple directors, particularly when a single shareholder or their concerted parties hold more than 30% of the shares [1][2] - The election process includes specific steps for calculating votes, ensuring the election of independent directors, and the requirement for a majority of votes for a director to be elected [3][4] Summary by Sections - **Cumulative Voting Definition**: The cumulative voting system allows shareholders to have voting rights equal to the number of shares they hold multiplied by the number of directors to be elected, enabling concentrated or distributed voting [1] - **Voting Procedure**: The article specifies the voting procedure, including the calculation of cumulative votes, the separation of independent and non-independent director elections, and the invalidation of votes if the number of candidates exceeds the allowed limit [2][3] - **Election Principles**: Directors are elected based on the number of votes received, with a requirement that each elected director must receive more than half of the valid voting rights present at the meeting [3] - **Implementation and Modifications**: The rules will be executed in accordance with national laws and can be modified by the company's board of directors, which is responsible for interpretation [4]

Core Points - The document outlines the rules governing the board of directors of Nanjing Lais Information Technology Co., Ltd, aiming to clarify responsibilities, decision-making processes, and operational standards for effective governance [2][3][4]. Chapter Summaries Chapter 1: General Principles - The rules are established to ensure the board of directors operates within the framework of the Company Law and Securities Law of the People's Republic of China [2][3]. Chapter 2: Composition, Powers, and Qualifications of Directors - The board consists of 9 directors, including 1 chairman, 3 independent directors, and 1 employee director [3]. - The board has the authority to make significant decisions, including capital changes, mergers, acquisitions, and external investments [3][4]. Chapter 3: Chairman of the Board - The chairman is elected by a majority of the board and is responsible for convening meetings and ensuring the execution of board resolutions [8]. Chapter 4: Board Organization - The board appoints a secretary responsible for managing meetings, documentation, and information disclosure [10]. Chapter 5: Special Committees - The board establishes four special committees: Strategy, Nomination, Audit, and Remuneration and Assessment, each with specific responsibilities and a majority of independent directors [11][13][17]. Chapter 6: Board Proposals - Proposals for board meetings must align with legal and regulatory requirements and be submitted in advance [19]. Chapter 7: Meeting Convening - The board must hold at least four meetings annually, with specific procedures for calling and notifying members [21][22]. Chapter 8: Meeting Notifications - Notifications for meetings must be sent in advance, detailing the agenda and relevant materials [22][23]. Chapter 9: Meeting Procedures and Voting - Meetings require a quorum of over half the directors, and decisions are made based on majority votes [49][61]. Chapter 10: Meeting Records - Accurate records of meetings must be maintained, including attendance, discussions, and resolutions [66][67]. Chapter 11: Implementation of Resolutions - The chairman is responsible for ensuring the implementation of board resolutions and reporting on their status [72][73]. Chapter 12: Rule Amendments - The rules can be amended in response to changes in laws or company bylaws, requiring approval from the shareholders [74][76].

Core Viewpoint - 莱斯信息 announced the election of Mr. Xing Kexuan as the employee director of the sixth board of directors during the employee representative assembly [1] Group 1 - The employee representative assembly took place on July 29 [1] - Mr. Xing Kexuan was elected as the employee director [1]

Core Viewpoint - The company announced the approval of a resolution to cancel the supervisory board and amend related provisions during its 18th meeting of the fifth supervisory board [2] Group 1 - The supervisory board's decision reflects a significant governance change within the company [2] - The resolution indicates a potential shift in the company's operational structure and oversight mechanisms [2]

Core Viewpoint - The company, 莱斯信息, announced that it will hold its third extraordinary general meeting of shareholders on August 14, 2025, to review several proposals, including the cancellation of the supervisory board and amendments to the company's articles of association [1] Group 1 - The extraordinary general meeting is scheduled for August 14, 2025 [1] - The agenda includes the proposal to cancel the supervisory board [1] - The meeting will also address amendments to the company's articles of association [1]