Core Points - The company has established a Compensation and Assessment Committee to enhance the management of compensation and evaluation for directors and senior management [1][2] - The committee is responsible for formulating assessment standards and compensation policies for directors and senior management [1][3] - The committee consists of three directors, with independent directors making up more than half of the members [2][4] Composition - The committee is chaired by an independent director elected by the board [2] - The term of committee members aligns with that of the directors, and members automatically lose their position if they no longer meet the criteria for independent directors [2][3] Responsibilities - The committee is tasked with proposing compensation plans for directors and senior management, which must be approved by the board and subsequently by the shareholders [3][4] - The committee must provide recommendations on various matters, including compensation, stock incentive plans, and other relevant issues [3][4] Procedures - The committee conducts evaluations based on performance standards and prepares reports for the board [5][6] - Meetings are held regularly, with at least two annual meetings, and decisions require a majority vote from attending members [6][7] Rules and Regulations - The committee's meetings must adhere to legal and regulatory requirements, and all discussions are confidential [7][8] - The rules are effective upon approval by the board and are subject to modification as per legal requirements [8]

Core Points - The document outlines the independent director special meeting system for Ingrity Media Co., Ltd, aiming to ensure compliance and protect the interests of minority shareholders and stakeholders [1][2] - Independent directors are defined as those who do not hold other positions in the company and have no direct or indirect interests that could affect their independent judgment [1][2] Group 1 - Independent directors have a duty of integrity and diligence towards the company and all shareholders, and they must fulfill their responsibilities according to relevant laws and the company's articles of association [2] - The company is required to hold regular or irregular meetings attended solely by independent directors, with notifications sent out in advance [2][3] - The notice for independent director meetings must include specific details such as meeting time, location, and agenda [3][5] Group 2 - Independent directors can convene meetings through various methods, including in-person or communication means, and must be present unless special circumstances arise [3][4] - Voting during independent director meetings follows a one-person-one-vote system, and decisions require a majority agreement from the independent directors [3][5] - Certain matters, such as related party transactions and changes in commitments, must be discussed and approved in independent director meetings before being submitted to the board [5][6] Group 3 - Meeting records must be created, documenting the opinions of independent directors, and must be signed for confirmation [5][6] - The company is responsible for providing support and convenience for the independent director meetings [5][6] - Any unresolved issues or conflicts with laws and regulations will defer to the relevant legal provisions or the company's articles of association [5][6]

Core Points - The document outlines the regulations and responsibilities of independent directors at Gravity Media Co., Ltd, emphasizing their role in ensuring corporate governance and protecting the rights of minority shareholders [1][2][3] Group 1: Independent Director Definition and Responsibilities - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their judgment [1][2] - They are required to act in good faith and diligence, focusing on the overall interests of the company and safeguarding the legal rights of all shareholders, particularly minority shareholders [2][3] - Independent directors should participate in decision-making, provide professional advice, and supervise potential conflicts of interest between the company and its major shareholders [19][20] Group 2: Qualifications and Independence - To qualify as an independent director, candidates must meet specific criteria, including having relevant experience and a clean personal record [8][9] - Individuals with significant relationships with the company or its major shareholders are prohibited from serving as independent directors [4][5] - Independent directors must undergo training organized by regulatory bodies to ensure they are well-informed about their roles [3][6] Group 3: Appointment and Tenure - Independent directors are nominated by the board or shareholders holding at least 1% of the company's shares and are elected by the shareholders [12][13] - Their term aligns with that of other directors, with a maximum consecutive service of six years [16][17] - The company must fill any vacancies of independent directors within 60 days if their number falls below the required threshold [8][9] Group 4: Duties and Reporting - Independent directors are responsible for reviewing and approving significant transactions and ensuring compliance with legal and regulatory requirements [19][20] - They must submit an annual report detailing their activities and the status of corporate governance, focusing on internal controls and the protection of minority shareholders [12][13] - Independent directors have the authority to request the convening of extraordinary shareholder meetings and to independently hire external consultants if necessary [19][20] Group 5: Support and Resources - The company is obligated to provide independent directors with timely information and resources necessary for them to perform their duties effectively [43][44] - Independent directors are entitled to reasonable compensation for their services, which must be disclosed in the company's annual report [20][19] - The company should facilitate independent directors' access to relevant materials and ensure they can communicate freely with management [18][19]

Core Points - The article outlines the establishment and operational rules of the Audit Committee of Gravity Media Co., Ltd, aimed at enhancing the decision-making capabilities of the board and ensuring effective supervision of financial and operational activities [1][2]. Group 1: General Provisions - The Audit Committee is established to strengthen the board's decision-making function and ensure effective supervision of financial and operational activities [1]. - The committee is responsible for communication, supervision, and verification of internal and external audits [2]. Group 2: Composition of the Committee - The Audit Committee consists of three directors, with independent directors making up more than half, including at least one accounting professional [3][4]. - Members must possess the necessary professional knowledge and business experience to fulfill their responsibilities [3]. Group 3: Responsibilities and Authority - The committee is responsible for reviewing financial information, supervising internal and external audits, and assessing internal controls [4][5]. - It has the authority to supervise and evaluate the work of external audit firms and guide internal audit activities [5][6]. Group 4: Work Procedures - The Audit Department is responsible for daily operations and must report to the Audit Committee [9]. - The committee must hold at least one meeting per quarter and can convene additional meetings as necessary [11][12]. Group 5: Information Disclosure - The company must disclose the composition and professional background of the Audit Committee members [13][14]. - Significant issues identified by the committee that meet disclosure standards must be reported promptly [13][14]. Group 6: Annual Report Procedures - The Audit Committee must collaborate with external auditors during the annual report preparation and ensure compliance with relevant regulations [15][16]. - The committee is responsible for evaluating the performance of the external auditors and making recommendations for their reappointment or replacement [16].

引力传媒股份有限公司 董事会议事规则 第一章 总则 第一条 为了进一步规范引力传媒股份有限公司（以下简称"公司"）董事 会的议事方式和决策程序，促使董事和董事会有效地履行其职责，提高董事会规 范运作和科学决策水平，根据《中华人民共和国公司法》（以下简称"《公司 法》"）、《中华人民共和国证券法》（以下简称"《证券法》"）、《上市公司治 理准则》和《上海证券交易所股票上市规则》等有关规定以及《引力传媒股份有 限公司章程》（以下简称"《公司章程》"），制定本规则。 第二条 董事会按照法律、法规和公司章程的有关规定及股东会赋予的职权， 在其职责范围内行使权利，确保公司遵守法律、法规和公司章程的规定，公平对 待所有股东。 第二章 董事会的组成与职权 第三条 公司设董事会，对股东会负责，董事由股东会选举产生。 第四条 董事会由 7 名董事组成，其中，独立董事 3 人。 董事会设董事长 1 人，由公司董事担任，以全体董事中的过半数选举产生和 罢免。 第五条 董事会下设战略委员会、审计委员会、提名委员会和薪酬与考核委 员会。董事会可以根据需要设立其他专门委员会和调整现有委员会。 第六条 董事会下设董事会办公室，处理董事会日 ...

引力传媒股份有限公司 股东会议事规则 第一章总则 第一条 为规范引力传媒股份有限公司（以下简称"公司"）行为，维护股 东的合法权益，保证股东会依法行使职权，根据《中华人民共和国公司法》(以 下简称"《公司法》")、《中华人民共和国证券法》以及《引力传媒股份有限 公司章程》（以下简称"《公司章程》"），制定本议事规则。 第二条 公司应当严格按照法律、行政法规、《公司章程》及本规则的相关 规定召开股东会，保证股东能够依法行使权利。 公司董事会应当切实履行职责，认真、按时组织股东会。公司全体董事应当 勤勉尽责，确保股东会正常召开和依法行使职权。 第三条 股东会应当在《公司法》和《公司章程》规定的范围内行使职权。 第四条 股东会分为年度股东会和临时股东会。年度股东会每年召开一次， 应当于上一会计年度结束后的 6 个月内举行。临时股东会不定期召开，出现《公 司章程》第五十条规定的应当召开临时股东会的情形时，临时股东会应当在 2 个月内召开。 公司在上述期限内不能召开股东会的，应当报告公司所在地中国证监会派出 机构和上海证券交易所，说明原因并公告。 第五条 公司召开股东会，应当聘请律师对以下问题出具法律意见并公告： （一 ...

引力传媒股份有限公司 董事会战略委员会工作规则 董事任期届满未及时改选，在改选出的董事就任前，原作为战略委员会委员 的董事仍应当依照法律、行政法规、部门规章、《公司章程》和本规则的规定履 行职务。 第一章总则 第一条 为适应引力传媒股份有限公司（以下简称"公司"）战略发展需要， 增强公司核心竞争力，健全投资决策程序，加强决策科学性，提高决策的质量， 完善公司治理结构，根据《中华人民共和国公司法》（以下简称"《公司法》"）、 《上市公司治理准则》等有关法律、行政法规、部门规章和规范性文件以及《引 力传媒股份有限公司章程》（以下简称"《公司章程》"）的相关规定，公司特设立 董事会战略委员会（以下简称"战略委员会"），并制定本规则。 第二条 战略委员会是董事会按照《公司章程》设立的专门工作机构，主要 负责对公司长期发展战略和重大投资决策进行研究并向董事会提出建议。 第二章人员组成 第三条 战略委员会成员由三名董事组成。 第四条 战略委员会委员由董事长、二分之一以上的独立董事或者三分之一 以上董事提名，由董事会选举产生。 选举委员的提案获得通过后，新任委员在董事会会议结束后立即就任。 第五条 战略委员会设主任委员（召 ...

Core Points - The article outlines the establishment and operational rules of the Nomination Committee of Gravity Media Co., Ltd, aimed at improving corporate governance and the selection process for directors and senior management [2][3][4] Group 1: General Provisions - The Nomination Committee is established to review and propose standards and procedures for the selection of directors and senior management [2] - The committee consists of three directors, with independent directors making up more than half of the members [3] Group 2: Responsibilities and Authority - The committee is responsible for drafting selection standards and procedures, reviewing candidates for directors and senior management, and making recommendations to the board [5] - If the board does not fully adopt the committee's recommendations, it must document the reasons for non-adoption in its resolutions [5] Group 3: Working Procedures - The committee must actively communicate with relevant departments to assess the company's needs for new directors and senior management [7] - The selection process includes gathering candidates' qualifications, obtaining their consent, and conducting a qualification review before making recommendations to the board [8] Group 4: Meeting Rules - The committee holds regular meetings at least twice a year and can convene temporary meetings as needed [9] - A quorum for meetings requires attendance from at least two-thirds of the members, and decisions must be approved by a majority [9] Group 5: Miscellaneous Provisions - The rules will take effect upon approval by the board and will be revised and interpreted by the board as necessary [10]

Core Viewpoint - Inly Media Co., Ltd. plans to issue A-shares to specific investors in 2025, aiming to enhance its global marketing capabilities and capitalize on the growing demand for brand marketing in international markets [1][10][15]. Group 1: Issuance Details - The company intends to issue no more than 80,538,870 shares, which is capped at 30% of the total share capital before the issuance [2][20]. - The final number of shares to be issued will be determined based on the approval from the China Securities Regulatory Commission (CSRC) and the Shanghai Stock Exchange [2][19]. - The issuance price will be set at no less than 80% of the average trading price over the 20 trading days prior to the pricing date [4][19]. Group 2: Fund Utilization - The total expected fundraising amount is capped at 47,000 million RMB, with a net amount after expenses allocated to various projects [5][22]. - The primary project for fund allocation is the "Global Social Marketing Cloud Project," which aims to enhance brand image and operational efficiency through advanced marketing strategies [15][25]. - The project will leverage AI technology to automate marketing processes and improve data analysis capabilities [16][29]. Group 3: Market Context - The global marketing industry is projected to reach 8.94 trillion RMB by 2024, with a growth rate of 9.5% over the next five years, indicating significant opportunities for Chinese marketing service providers [10][14]. - The demand for overseas brand marketing is rapidly increasing as Chinese companies shift from product output to brand output, driven by favorable government policies and technological advancements [10][11]. - Social media marketing is expected to play a crucial role in this transition, providing brands with unprecedented reach and engagement opportunities [10][11]. Group 4: Strategic Goals - The company aims to establish a comprehensive service network across major international hubs, including Hong Kong, London, and New York, to better serve its global clientele [14][15]. - By integrating AI into its marketing strategies, the company seeks to enhance operational efficiency and reduce costs, positioning itself as a leader in the evolving digital marketing landscape [12][16]. - The focus on KOL (Key Opinion Leader) marketing strategies will enable the company to effectively penetrate local markets and improve brand recognition [11][15].

Core Viewpoint - The company plans to issue A-shares to specific investors to raise up to 470 million RMB, aimed at enhancing capital strength and supporting strategic development, particularly in global social marketing and content creation projects [1][9][10]. Group 1: Background and Purpose of the Stock Issuance - The issuance is driven by the increasing demand for overseas brand building and marketing as Chinese companies transition from "product output" to "brand output" in their international expansion efforts [2][3]. - The global marketing industry is projected to reach 8.94 trillion RMB by 2024, with a growth rate of 9.5% over the next five years, indicating significant opportunities for Chinese marketing service providers [5][6]. Group 2: Use of Proceeds - The raised funds will be allocated to the "Global Social Marketing Cloud Project," "Content Creation Cloud Project," and to supplement working capital, which will improve the company's capital structure and reduce financial risks [1][7][9]. - The "Global Social Marketing Cloud Project" aims to enhance brand image and operational capabilities for clients through localized operations and cross-cultural narratives [7][8]. Group 3: Market Trends and Technological Integration - The integration of AI technologies is reshaping the marketing landscape, enhancing efficiency and effectiveness in advertising strategies, and allowing for more precise targeting and audience segmentation [4][5][6]. - The company has established a presence in major international markets, including Hong Kong, London, and New York, and has developed a comprehensive marketing service network across various social media platforms [6][7]. Group 4: Financial Implications and Shareholder Impact - The issuance is expected to increase the total assets and net assets of the company, although it may dilute immediate returns for existing shareholders [19][20]. - The company has outlined measures to mitigate the impact of share dilution on immediate returns, including improving operational efficiency and enhancing governance [22][23]. Group 5: Compliance and Fairness of the Issuance - The stock issuance plan has been reviewed and approved by the company's board, ensuring compliance with relevant laws and regulations, and is set to be presented for shareholder approval [17][18]. - The selection of specific investors for the issuance is deemed appropriate, aligning with regulatory requirements and ensuring that the investors possess adequate risk awareness and financial capability [11][12].