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 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 Viewpoint - The company plans to utilize part of its idle raised funds for cash management to enhance fund efficiency while ensuring that it does not affect the investment projects or the normal operations of the company [1][3][5]. Fundraising Basic Situation - The company successfully issued 40.87 million shares at a price of 25.28 RMB per share, raising a total of approximately 1.033 billion RMB [1]. - The actual net amount raised is lower than the amount initially planned for investment, leading to adjustments in the fundraising usage plan [2]. Fundraising Investment Projects - The adjusted total investment amount for the projects is 1.017 billion RMB, with the revised amount for specific projects being approximately 969.8 million RMB [2]. Cash Management Plan - The company intends to use up to 550 million RMB of idle raised funds for cash management, with a validity period of 12 months from the board's approval [3][4]. - The funds will be invested in low-risk, high-liquidity products such as structured deposits and large certificates of deposit, with a maximum investment term of 12 months [4]. Impact on Daily Operations - The cash management plan will not affect the progress of fundraising investment projects or the company's main business operations, and it aims to improve overall performance and returns for shareholders [5]. Review Procedures and Opinions - The plan was approved by the company's board and supervisory committee, confirming compliance with relevant regulations and ensuring no change in the intended use of the raised funds [6][7].

Core Viewpoint - The strategic placement of restricted shares for Nanjing Lais Information Technology Co., Ltd. is set to be released for trading on June 30, 2025, following a 24-month lock-up period since the company's initial public offering [1][2]. Group 1: Restricted Shares Overview - The total number of shares for the initial public offering (IPO) is 163,470,000, with 129,926,915 shares being restricted, accounting for 79.48% of the total share capital [1]. - The restricted shares for strategic placement amount to 1,634,800 shares, representing 1.00% of the total share capital [2][3]. Group 2: Lock-up Period and Compliance - The lock-up period for the restricted shares is 24 months from the date of the IPO, which commenced on June 30, 2023, and will end on June 30, 2025 [2][4]. - The shareholder, CITIC Securities Investment Co., Ltd., has adhered to all commitments regarding the restricted shares, with no breaches reported [2][4]. Group 3: Regulatory Compliance - The release of the restricted shares complies with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China, as well as the Shanghai Stock Exchange's rules for the Sci-Tech Innovation Board [4]. - CITIC Securities has confirmed that the information disclosed regarding the restricted shares is accurate and complete [4].

Core Viewpoint - The legal opinion letter confirms the legality and validity of the procedures, qualifications, and voting results of the 2024 annual shareholders' meeting of Nanjing Lais Information Technology Co., Ltd. [1][2][4] Meeting Procedures - The meeting was convened by the company's board of directors and publicly announced on April 26, 2025, detailing the time, location, and agenda [2][3] - The meeting was held on May 26, 2025, combining on-site and online voting methods, with the on-site meeting taking place in Nanjing [3][4] Attendance and Voting - A total of 65 shareholders (or their representatives) attended the meeting, representing 121,466,775 shares, which accounted for 74.3052% of the total voting shares [4] - The qualifications of attendees were verified and found to be compliant with legal and regulatory requirements [4][5] Voting Results - The following proposals were approved with significant majority votes: - 2024 Annual Report: 121,434,924 votes in favor, 23,644 against, 8,207 abstentions [5] - 2024 Board of Directors' Work Report: 121,434,924 votes in favor, 23,644 against, 8,207 abstentions [5] - 2024 Supervisory Board's Work Report: 121,434,924 votes in favor, 23,644 against, 8,207 abstentions [5] - 2024 Financial Settlement Report: 121,434,924 votes in favor, 23,644 against, 8,207 abstentions [5] - 2024 Profit Distribution Plan: 121,409,228 votes in favor, 49,340 against, 8,207 abstentions [6] - 2025 Annual Related Transactions: 22,825,687 votes in favor, 32,281 against, 8,807 abstentions [6] - 2025 Comprehensive Credit Limit Application: 121,434,324 votes in favor, 24,244 against, 8,207 abstentions [6] - 2025 Director Compensation Plan: 120,988,908 votes in favor, 469,660 against, 8,207 abstentions [6][7] Conclusion - The legal opinion concludes that the meeting's procedures, qualifications of attendees, and voting results are all in compliance with relevant laws and regulations [7][8]

本次发行股票拟在科创板上市，科创板公司具有研发投入大、经营风险高、业绩不 稳定、退市风险高等特点,投资者面临较大的市场风险。投资者应充分了解科创板 的投资风险及本公司所披露的风险因素，审慎作出投资决定。 南京莱斯信息技术股份有限公司 NANJING LES INFORMATION TECHNOLOGY CO., LTD （南京市秦淮区永智路 8 号） 首次公开发行股票并在科创板上市 招股说明书 保荐人（主承销商） （广东省深圳市福田区中心三路 8 号卓越时代广场（二期）北座） 南京莱斯信息技术股份有限公司 首次公开发行股票招股说明书 声 明 中国证监会、交易所对本次发行所作的任何决定或意见，均不表明其对发行 人注册申请文件及所披露信息的真实性、准确性、完整性作出保证，也不表明其 对发行人的盈利能力、投资价值或者对投资者的收益作出实质性判断或保证。任 何与之相反的声明均属虚假不实陈述。 根据《证券法》规定，股票依法发行后，发行人经营与收益的变化，由发行 人自行负责；投资者自主判断发行人的投资价值，自主作出投资决策，自行承担 股票依法发行后因发行人经营与收益变化或者股票价格变动引致的投资风险。 1-1-1 南京莱 ...

本次发行股票拟在科创板上市，科创板公司具有研发投入大、经营风险高、业绩不 稳定、退市风险高等特点,投资者面临较大的市场风险。投资者应充分了解科创板 南京莱斯信息技术股份有限公司 NANJING LES INFORMATION TECHNOLOGY CO., LTD （南京市秦淮区永智路 8 号） 首次公开发行股票并在科创板上市 招股意向书 保荐人（主承销商） （广东省深圳市福田区中心三路 8 号卓越时代广场（二期）北座） 的投资风险及本公司所披露的风险因素，审慎作出投资决定。 南京莱斯信息技术股份有限公司 首次公开发行股票招股意向书 声 明 中国证监会、交易所对本次发行所作的任何决定或意见，均不表明其对发行 人注册申请文件及所披露信息的真实性、准确性、完整性作出保证，也不表明其 对发行人的盈利能力、投资价值或者对投资者的收益作出实质性判断或保证。任 何与之相反的声明均属虚假不实陈述。 根据《证券法》规定，股票依法发行后，发行人经营与收益的变化，由发行 人自行负责；投资者自主判断发行人的投资价值，自主作出投资决策，自行承担 股票依法发行后因发行人经营与收益变化或者股票价格变动引致的投资风险。 1-1-1 南京莱 ...

本次发行股票拟在科创板上市，科创板公司具有研发投入大、经营风险高、业绩不 稳定、退市风险高等特点,投资者面临较大的市场风险。投资者应充分了解科创板 的投资风险及本公司所披露的风险因素，审慎作出投资决定。 南京莱斯信息技术股份有限公司 NANJING LES INFORMATION TECHNOLOGY CO., LTD （南京市秦淮区永智路 8 号） 首次公开发行股票并在科创板上市 招股说明书 （注册稿） 免责声明：本公司的发行申请尚需经上海证券交易所和中国证监会履行 相应程序。本招股说明书不具有据以发行股票的法律效力，仅供预先披 露之用。投资者应当以正式公告的招股说明书作为投资决定的依据。 保荐人（主承销商） （广东省深圳市福田区中心三路 8 号卓越时代广场（二期）北座） 南京莱斯信息技术股份有限公司 首次公开发行股票招股说明书（注册稿） 声 明 中国证监会、交易所对本次发行所作的任何决定或意见，均不表明其对发行 人注册申请文件及所披露信息的真实性、准确性、完整性作出保证，也不表明其 对发行人的盈利能力、投资价值或者对投资者的收益作出实质性判断或保证。任 何与之相反的声明均属虚假不实陈述。 根据《证券法》规 ...