Core Viewpoint - The company announced the resolutions from the 10th meeting of the 5th Supervisory Board, including the decision to abolish the Supervisory Board and amend the Articles of Association, as well as plans for a private placement of A-shares [1][2][3]. Meeting Details - All supervisors attended the meeting, and all proposals were approved with no dissenting or abstaining votes [1]. - The meeting was held on August 18, 2025, in compliance with relevant laws and regulations [1]. Resolutions Passed - The proposal to abolish the Supervisory Board and amend the Articles of Association was approved, transferring supervisory responsibilities to the Audit Committee of the Board [2]. - The proposal confirming the company's eligibility for a private placement of A-shares was approved, with a unanimous vote [2]. - The plan for the private placement of A-shares was detailed, including the type of shares, issuance method, and timing [3][4]. Private Placement Details - The company plans to issue A-shares with a par value of RMB 1.00 each to no more than 35 specific investors [4]. - The issuance price will be no less than 80% of the average trading price over the 20 trading days prior to the pricing date [4][5]. - The total number of shares to be issued will not exceed 30% of the company's total shares before the issuance, amounting to a maximum of 80,538,870 shares [5][6]. Fundraising and Investment Plans - The total amount to be raised from the private placement is expected to be no more than RMB 470 million, with net proceeds allocated to specific projects [7][9]. - The company may adjust the specific investment projects based on actual needs and legal compliance [7][9]. Other Resolutions - The company will not need to prepare a report on the use of previous fundraising as it has not raised funds through public offerings in the last five years [10]. - A three-year dividend return plan was approved to enhance shareholder returns [11]. - Measures to mitigate the dilution of immediate returns from the private placement were discussed and approved [11].

证券代码：603598 证券简称：引力传媒 公告编号：2025-032 引力传媒股份有限公司 关于召开2025年第二次临时股东大会的通知 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 召开的日期时间：2025 年 9 月 5 日 14 点 30 分 召开地点：北京市朝阳区建国路甲 92 号世茂大厦 B 座 12 层-视频会议室 (五)网络投票的系统、起止日期和投票时间。 网络投票系统：上海证券交易所股东大会网络投票系统 网络投票起止时间：自2025 年 9 月 5 日 至2025 年 9 月 5 日 采用上海证券交易所网络投票系统，通过交易系统投票平台的投票时间为股 东大会召开当日的交易时间段，即 9:15-9:25,9:30-11:30，13:00-15:00；通过 互联网投票平台的投票时间为股东大会召开当日的 9:15-15:00。 (六)融资融券、转融通、约定购回业务账户和沪股通投资者的投票程序 涉及融资融券、转融通业务、约定购回业务相关账户以及沪股通投资者 的投票，应按照《上海证券交易所上市公司自律监 ...

未来三年（2025-2027 年）股东分红回报规划 为进一步完善和健全科学、持续的公司分红机制，切实保护中小投资者合法权益。根据 《公司法》《上市公司监管指引第3号—上市公司现金分红》（证监会公告〔2025〕5号）等法 律法规及相关监管要求和《公司章程》的规定，公司制订了《未来三年（2025-2027年）股东 分红回报规划》（以下简称"本规划"）。具体内容如下： 引力传媒股份有限公司 三、规划的制定周期和调整机制 董事会根据公司正在实施的利润分配政策，结合公司具体经营情况、现金流量状况、发展阶 段及资金需求，充分考虑和听取股东（特别是公众投资者）、独立董事和监事会的意见后，制 定该时段的股东分红回报规划，提交公司董事会审议通过后报股东大会审议。 营状况发生较大变化，或现行的具体股东分红回报规划影响公司的可持续经营，确有必要对 股东分红回报规划进行调整的，公司可以重新制订股东分红回报规划。 四、未来三年（2025-2027年）股东分红回报规划 第 1 页 共 4 页 一、制定本规划考虑的因素 公司的利润分配着眼于公司的长远和可持续发展，在综合考虑企业盈利能力、经营发展 规划、股东分红回报、社会资金成本以及外部融 ...

Group 1 - The company has decided to abolish the supervisory board and amend its articles of association, with the audit committee of the board taking over the supervisory functions [2][3] - The decision is based on relevant laws and regulations, including the Company Law of the People's Republic of China and the rules of the Shanghai Stock Exchange [2][3] - The amendments to the articles of association include changes to terminology, such as replacing "supervisor" with "audit committee member," and the removal of references to the supervisory board [2][3][4] Group 2 - The revised articles of association will ensure the protection of the rights and interests of shareholders, employees, and creditors while regulating the company's organization and behavior [3][4] - The company will continue to maintain an internal supervision mechanism despite the cancellation of the supervisory board [2][3] - The amendments also include provisions for the responsibilities and rights of shareholders, ensuring equal rights for shareholders holding the same class of shares [15][18]

Core Viewpoint - The company has not faced any penalties from regulatory authorities in the last five years, but it has received criticisms and warnings for issues related to information disclosure and financial performance [1][2][3]. Summary of Regulatory Actions - In September 2023, the company was criticized by the Shanghai Stock Exchange for prematurely disclosing a strategic cooperation agreement related to AIGC and ChatGPT without adequate risk disclosure [1][2]. - In January 2024, the China Securities Regulatory Commission issued a warning letter to the company and its chairman for the same issue of inadequate information disclosure [2]. - In July 2025, the company was criticized again for failing to disclose a negative net profit for 2024 within the required timeframe, which did not adequately inform the market of the associated risks [2][3]. Rectification Measures - Following the criticisms, the company has emphasized the importance of compliance and has taken steps to improve its internal control systems and information disclosure practices [2][3]. - The company has organized training for its board members and management to enhance their understanding of legal regulations and securities rules [3].

引力传媒股份有限公司独立董事 引力传媒股份有限公司董事会独立董事专门会议，于2025年8月18日以现场 和网络视频方式，召开了2025年度第二次专门会议，应到3人，实到3人，全体独 立董事出席会议，会议推选肖土盛独立董事主持会议，符合《上市公司独立董事 管理办法》《公司独立董事制度》的有关规定。经与会独立董事认真审议，本次 会议通过了以下议案： 一、《关于公司符合向特定对象发行 A 股股票条件的议案》 根据《公司法》《证券法》《上市公司证券发行注册管理办法》等法律、法规 和规范性文件的有关规定并结合目前市场环境，我们认为公司符合上市公司向特定 对象发行股票的各项条件，并同意公司申请向特定对象发行股票。 我们认为：一致同意《关于公司符合向特定对象发行 A 股股票条件的议案》， 并同意将该议案提交董事会审议。 表决情况：同意 3 票，反对 0 票，弃权 0 票。 二、《关于公司 2025 年度向特定对象发行 A 股股票方案的议案》 经审阅《关于公司 2025 年度向特定对象发行 A 股股票方案的议案》，我们认为 本次向特定对象发行 A 股股票的方案合理、切实可行，符合相关法律、法规及规范 性文件的有关规定。本次发 ...

Fundraising Plan - The company plans to raise a total of up to 470 million yuan through a private placement of A-shares, with a net amount intended for investment in specific projects [1][2] - The total estimated investment for the projects is 572.76 million yuan, with the company covering any shortfall through self-funding [2] Global Social Marketing Cloud Project - The company intends to build a Global Social Marketing Cloud project in Hangzhou, aiming to serve global clients across multiple social media platforms [3][4] - The project will leverage AI data analysis capabilities to automate workflows, enhance marketing efficiency, and provide comprehensive marketing consulting solutions [3][4] - The marketing cloud will offer features such as automated marketing strategy generation, intelligent influencer selection, and real-time performance tracking [6][7] Economic Benefits and Market Demand - The project is expected to yield an internal rate of return of 12.19% and a payback period of 6.47 years, indicating good economic viability [8] - The global marketing industry is projected to reach a market size of 8.94 trillion yuan by 2024, with a compound annual growth rate of 12.3% over the next five years [9][10] Internationalization Strategy - The company is aligning with national policies encouraging globalization, aiming to enhance its international marketing capabilities and expand its client base [10][11] - The company has established a presence in key international markets, including London and New York, and has built a network of over 100 countries for influencer marketing [10][11] Content Creation Cloud Project - The company plans to develop a Content Creation Cloud project to enhance its content innovation capabilities, utilizing AI to streamline the content production process [17][20] - The project will include features for multi-modal content generation and will serve as an AI tool to empower employees in creative tasks [17][20] Working Capital Supplement - The company intends to use part of the raised funds, totaling 140 million yuan, to supplement working capital, which is crucial for meeting operational demands and expanding its client base [28][29] - Adequate working capital will help the company manage accounts receivable effectively and reduce financial risks [28][29]

Core Viewpoint - The company plans to issue A-shares to specific investors in 2025, which may dilute immediate returns for existing shareholders, and has outlined measures to mitigate this impact [1][4]. Financial Impact Analysis - The issuance will increase the total share capital from 268,462,900 shares to 349,001,770 shares [2][3]. - Under three scenarios for 2025 net profit, the basic and diluted earnings per share (EPS) will be affected as follows: - Scenario 1 (no growth): Basic EPS (pre-deduction) will change from -0.0675 to -0.0658 [3]. - Scenario 2 (10% growth): Basic EPS (pre-deduction) will change from -0.0675 to -0.0592 [3]. - Scenario 3 (30% growth): Basic EPS (pre-deduction) will change from -0.0675 to -0.0461 [3]. Necessity and Reasonableness of the Issuance - The issuance is deemed necessary for expanding the company's business and improving market competitiveness, aligning with its strategic goals [4][6]. - The funds will be allocated to projects such as the "Global Social Marketing Cloud Project" and "Content Creation Cloud Project" [5][6]. Company’s Strategic Focus - The company emphasizes technology and content innovation, aiming to enhance its digital marketing capabilities and expand its service offerings [6][7]. - It has developed a robust talent pool and technological infrastructure to support its marketing initiatives [6][7]. Measures to Mitigate Dilution Impact - The company will enhance operational efficiency and strengthen fund management to improve shareholder returns [8][10]. - It will adhere to strict governance practices and execute a clear dividend policy to protect shareholder interests [10][11]. Commitments from Key Stakeholders - The controlling shareholders and management have committed to supporting measures that mitigate the dilution of immediate returns and ensuring compliance with regulatory requirements [12][13].

Core Points - The company, Gravity Media Co., Ltd., announced that it does not need to prepare a report on the use of previously raised funds due to the elapsed time since the last fundraising event [1][2][3] - The board of directors and the supervisory board approved the issuance of A-shares to specific targets during the meetings held on August 18, 2025 [1] - According to the regulations from the China Securities Regulatory Commission, a report on the use of previous fundraising is only required if the funds were raised within the last five accounting years, which is not the case for the company [1]

Core Viewpoint - The company plans to raise no more than 470 million yuan through a private placement, with the net proceeds intended for global social marketing cloud projects, content creation cloud projects, and to supplement working capital [1] Group 1 - The fundraising amount is capped at 470 million yuan, including the principal [1] - The net proceeds will be used after deducting issuance and related expenses [1] - The intended projects include global social marketing cloud and content creation cloud initiatives [1]