南京莱斯信息技术股份有限公司 内部审计制度 第一章 总则 第一条 为规范南京莱斯信息技术股份有限公司（以下简称"公司"）内部 审计工作，保证审计工作质量，使公司能够稳定健康的运营，保护投资者合法权 益，根据《中华人民共和国公司法》 《中华人民共和国审计法》 《审计署关于内部 审计工作的规定》 《上海证券交易所科创板股票上市规则》等法律、法规以及《南 京莱斯信息技术股份有限公司章程》 （以下简称"公司章程"）的有关规定，结合 公司实际，制定本制度。 第二条 公司各部门、分、子公司、办事处均应参照本制度施行。 第三条 本制度所称内部审计，是指由公司内部审计机构或人员，对公司内 部控制和风险管理的有效性、财务信息的真实性和完整性以及经营活动的效率和 效果等开展的一种评价活动。 第四条 内部审计工作应遵循的原则： （二）监督及评估内部审计工作，负责内部审计与外部审计的协调； （三）审核公司的财务信息及其披露； （四）监督及评估公司的内部控制； （一）合法合规性。内部审计工作应当按照国家法律法规和公司的制度执行。 （二）独立性原则。审计部设置和审计工作的实施应该保持独立性，审计部 由审计委员会直接领导，不得置于任何职能 ...

南京莱斯信息技术股份有限公司 对外投资管理办法 第一章 总 则 第一条 为规范南京莱斯信息技术股份有限公司（以下简称"公司"）的对外 投资行为，防范对外投资风险，加强和保障对外投资安全，提高投资效益，维护 公司形象和投资者的利益，依照《中华人民共和国公司法》（以下简称"《公司 法》"）、 第二条 本办法所称对外投资是指公司对外进行的投资行为。即公司为扩大 生产经营规模或实施新产品战略，以获取长期收益为目的，将现金、实物、无形 资产等可供支配的资源投向其他组织或个人的行为，包括投资新建全资企业、与 其他单位进行联营、合营、兼并或进行股权收购、转让、项目资本增减，以及购 买股票、债券、国债、金融债券、证券投资基金等投资形式。 第三条 对外投资应遵循的基本原则：符合公司发展战略，合理配置企业资 源，促进要素优化组合，创造良好经济效益。 第四条 根据国家对投资行为管理的有关要求，投资项目需要报政府部门审 批的，应履行必要的报批手续，保证公司各项投资行为的合规合法性，符合国家 宏观经济政策。公司对外投资应当符合国务院国有资产监督管理委员会《中央企 业投资监督管理办法》以及中国电子科技集团有限公司关于对外投资的相关制度 ...

Core Viewpoint - The document outlines the insider information management system of Nanjing Lais Information Technology Co., Ltd, aiming to regulate insider information management, enhance confidentiality, and protect investors' rights in accordance with relevant laws and regulations [2][15]. Group 1: Insider Information Management - The company’s board of directors is responsible for timely registration and reporting of insider information personnel, ensuring the accuracy and completeness of the records, with the chairman being the primary responsible person [2][3]. - Any department or individual within the company must not disclose insider information without board approval, and all external communications involving such information must be reviewed and approved by the board [3][4]. - Insider information is defined as information that has not been publicly disclosed and could significantly impact the company's operations, finances, or stock prices [6][7]. Group 2: Scope of Insider Information - Insider information includes, but is not limited to, information that could significantly affect stock trading prices, such as major asset transactions exceeding 30% of the asset's value, changes in control, or significant operational changes [6][7]. - The scope also covers information that could impact the trading prices of company bonds and includes legal actions against senior management [6][7]. Group 3: Insider Information Personnel - Insider information personnel are defined as individuals who can access insider information directly or indirectly before it is publicly disclosed [8][9]. - The range of insider information personnel includes company directors, senior management, major shareholders, and relevant personnel from associated companies and regulatory bodies [8][9]. Group 4: Registration and Reporting Management - The company must maintain a detailed record of insider information personnel, including their names, identification numbers, and the context in which they received insider information [10][11]. - The company is required to report insider information personnel to the stock exchange within five trading days after the public disclosure of insider information [12][13]. Group 5: Confidentiality and Penalties - Insider information personnel are obligated to maintain confidentiality and are prohibited from trading company securities based on insider information [20][21]. - Violations of confidentiality or insider trading may result in penalties, including legal action against responsible individuals [24][25].

Core Points - The document outlines the financing and external guarantee management measures of Nanjing Lais Information Technology Co., Ltd, aiming to regulate financing activities and control associated risks to protect financial security and investors' rights [1][2] Group 1: Financing Management - Financing refers to indirect financing activities primarily from banks, including various forms such as credit, loans, and guarantees [1] - The finance department is responsible for managing financing applications, conducting preliminary reviews, and submitting them for approval [5][6] - Financing applications must include details such as the financial institution's name, financing amount, purpose, repayment source, and a feasibility report for specific loans [6][8] Group 2: External Guarantee Management - External guarantees must be based on a thorough credit assessment of the guaranteed party, which should have independent legal status and strong repayment capability [9] - The finance department also manages external guarantee applications, requiring comprehensive documentation for approval [4][5] - Guarantees exceeding 10% of the latest audited net assets or involving high debt ratios require board or shareholder approval [5][6] Group 3: Risk Management and Execution - After approval, contracts must be signed within seven days, and any delays require re-approval [7][8] - The finance department is tasked with ongoing monitoring of the guaranteed party's financial status and must report any significant adverse changes to the board [8][9] - In case of default by the guaranteed party, the company must take necessary remedial actions and pursue recovery of any liabilities incurred [9][10] Group 4: Information Disclosure and Responsibilities - The company must fulfill information disclosure obligations regarding financing and guarantees as per relevant laws and regulations [9][10] - All directors are responsible for reviewing financing and guarantee matters in accordance with the established procedures and may face liability for any violations [10][10]

Core Points - Nanjing Les Information Technology Co., Ltd. was established as a joint-stock company in accordance with the Company Law of the People's Republic of China and other relevant regulations [2][3] - The company was registered with a registered capital of RMB 163.47 million and issued 40.87 million shares to the public on June 28, 2023 [3][4] - The company aims to create maximum economic benefits for its shareholders through scientific management and technological innovation [5] Company Structure - The company is governed by a board of directors, with the legal representative elected by the board [4][5] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [4][5] - The company has established a party organization to ensure leadership and compliance with major decisions [2][3] Business Scope - The company's business scope includes internet information services, general aviation services, software development, data processing, and various engineering activities [5][6] - The company is also involved in technology import and export, telecommunications services, and security technology services [5][6] Share Issuance and Management - The company issues shares based on principles of openness, fairness, and justice, ensuring equal rights for all shares of the same category [6][7] - The company has a total of 163.47 million shares issued, with a par value of RMB 1 per share [6][7] - The company may increase its capital through various methods, including issuing shares to unspecified objects or existing shareholders [7][8] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and supervision of company operations, as well as the right to request meetings and propose agenda items [11][12] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [15][16] - The company must provide necessary conditions for shareholders to exercise their rights, including access to company documents and financial reports [11][12] Governance and Decision-Making - The company’s governance structure includes a board of directors and a supervisory committee, with specific procedures for convening shareholder meetings [18][19] - Major decisions, such as mergers, capital increases, and significant asset transactions, require approval from the shareholders [18][19] - The company must disclose information regarding significant events and ensure compliance with legal and regulatory requirements [13][14]

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]