引力传媒: 引力传媒股份有限公司独立董事工作制度（2025年修订）

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]