[TABLE OF CONTENTS Page PART I 2 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 3] [FOURTH AMENDMENT TO THE END USER LICENSE AGREEMENT THIS THIRD AMENDMENT TO EULA-010404 (this Amendment) is made and entered into this the first day of March 2008, by and between Internet Media Licensing Limited, a British Virgin Island corporation (“IML”), having its registered office at Akara Bldg., 24 De Castro Street, Wickhams Cay I, Road Town, Tartola, British Virgin Islands] [Confidential AGREEMENT FOR PLEDGE OF SHARES IN SHANGHAI JINYOU NETWORK & TECHNOLOGY CO., LTD. Among: Yang Zhuojun TAN YIHUI And T2CN INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. Dated: 15 June 2009 AGREEMENT FOR PLEDGE OF SHARES “Agreement” “PRC” This agreement for pledge of shares (the (1) Yang Zhuojun (2) Tan Yi Hui “Pledgor” “Pledgors” (Yang Zhuojun and Yan Yi Hui are] [Confidential EXCLUSIVE CALL OPTION AGREEMENT REGARDING Among: Yang Zhuojun TAN YIHUI SHANGHAI JINYOU NETWORK & TECHNOLOGY CO., LTD. And T2CN INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. Dated: 15 June 2009 EXCLUSIVE CALL OPTION AGREEMENT “Agreement” “PRC” This exclusive call option agreement (the (1) Yang Zhuojun (2) Tan Yihui “Existing Shareholder” “Existing Shareholders” (Yang Zhuojun and Tan Yihui are hereinafter referred to] [Confidential PROXY VOTING AGREEMENT REGARDING Among: T2CN INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. SHANGHAI JINYOU NETWORK & TECHNOLOGY CO., LTD. YANG ZHUOJUN And TAN YIHUI Dated: 15 June, 2009 PROXY VOTING AGREEMENT “Agreement” “PRC” This proxy voting agreement (the (1) T2CN Information Technology (Shanghai) Co., Ltd. “WFOE” (2) Shanghai Jinyou Network & Technology Co., Ltd. “Target Company” (3) Yang Zhuojun (4)] [Confidential EXCLUSIVE BUSINESS CONSULTANCY SERVICE AGREEMENT Between T2CN INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. And SHANGHAI JINJIE INTERNET TECHNOLOGY CO., LTD. Dated: 26 November, 2007 EXCLUSIVE BUSINESS CONSULTANCY SERVICE AGREEMENT “Agreement” “PRC” This exclusive business consultancy service agreement ( (1) T2CN Information Technology (Shanghai) Co., Ltd. “T2CN” (2) Shanghai Jinjie Internet Technology Co., Ltd. Shanghai Jinyou Internet Technology Co., Ltd. “JINJIE”] [Confidential EXCLUSIVE TECHNICAL SERVICE AND CONSULTANCY AGREEMENT Between SHANGHAI JIEJIE INTERNET TECHNOLOGY CO., LTD. And T2CN INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. Dated: 26 November, 2007 EXCLUSIVE TECHNICAL SERVICE AND CONSULTANCY AGREEMENT “Agreement” “PRC” This exclusive technical service and consultancy agreement ( (1) Shanghai Jinjie Internet Technology Co., Ltd. Shanghai Jinyou Internet Technology Co., Ltd. “JINJIE” (2) T2CN Information Technology (Shanghai)] [SHARE SALE AND PURCHASE AGREEMENT by and among GigaMedia International Holdings Limited as Seller and Champion Limited as Buyer GigaMedia Limited as Guarantor Dated as of August 28, 2008 TABLE OF CONTENTS Page ARTICLE I TERMS AND DEFINITIONS 1 Section 1.1 Certain Defined Terms 1 Section 1.2 General Interpretation 2 ARTICLE II PURCHASE AND SALE 2 Section 2.1 Purchase and] [SHARE SALE AND PURCHASE AGREEMENT by and between Hoshin GigaMedia Center Inc., as Seller and China Network Systems Co., Ltd. as Buyer Dated as of August 28, 2008 TABLE OF CONTENTS Page ARTICLE I TERMS AND DEFINITIONS 1 Section 1.1 Certain Defined Terms 1 Section 1.2 General Interpretation 1 ARTICLE II PURCHASE AND SALE 2 Section 2.1 Purchase and Sale] [ASSET SALE AND PURCHASE AGREEMENT by and among Hoshin GigaMedia Center Inc. as Seller and as Buyer and China Network Systems Co., Ltd. and as Guarantor Dated as of August 28, 2008 TABLE OF CONTENTS Page ARTICLE I TERMS AND DEFINITIONS 1 Section 1.1 Certain Defined Terms 1 Section 1.2 General Interpretation 1 ARTICLE II PURCHASE AND SALE 2 Section] [TRANSITIONAL SERVICE AGREEMENT by and between Hoshin GigaMedia Center Inc. on the one part and and Koos Broadband Telecom Company Limited on the other part Dated as of September 3, 2008 TRANSITIONAL SERVICE AGREEMENT Agreement THIS TRANSITIONAL SERVICE AGREEMENT is entered into on this 3rd day of September 2008 (this ” “Party A” (i) Hoshin GigaMedia Center Inc., a company] [ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of September 3, 2008 (this “Agreement”), is made between Hoshin GigaMedia Center Inc., an ROC company (the“Assignor”) and Hoshin Multimedia Center Inc., an BVI company (the” RECITALS AGREEMENT NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are] [List of Subsidiaries Subsidiary* Year of Incorporation Jurisdiction of Incorporation Hoshin GigaMedia Center, Inc. 1998 Taiwan GigaMedia Finance International Limited 2000 Cayman Islands GigaMedia International Holdings Limited 2004 British Virgin Islands Cambridge Entertainment Software Limited 2004 British Virgin Islands FunTown World Limited 2005 British Virgin Islands GigaMedia Asia Limited 2005 British Virgin Islands FunTown Hong Kong Limited 1999 Hong Kong] [CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER I, Arthur M. Wang, Chief Executive Officer of GigaMedia Limited, certify that: 1. I have reviewed this annual report on Form 20-F of GigaMedia Limited; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the] [CERTIFICATION OF THE CHIEF FINANCIAL OFFICER I, Quincy Tang, Chief Financial Officer of GigaMedia Limited, certify that: 1. I have reviewed this annual report on Form 20-F of GigaMedia; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in] [CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Arthur M. Wang Chief Executive Officer EX-13.1 16 c87239exv13w1.htm EX-13.1 CERTIFICATION BY CEO] [CERTIFICATION OF THE CHIEF FINANCIAL OFFICER (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Quincy Tang Chief Financial Officer EX-13.2 17 c87239exv13w2.htm EX-13.2 CERTIFICATION BY CFO] [CONSENT OF We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-148663, Form S-8 No. 333-142963 and Form S-8 No. 333-119616) of our report dated May 15, 2009, relating to the consolidated financial statements of GigaMedia Limited, and the effectiveness of GigaMedia Limited’s internal control over financial reporting, which appears on page F-1 in this]