[Page PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 21 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 35 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 61 ITEM 7. MAJOR SHAREHOLDERS AND RELATED-PARTY TRANSACTIONS 71 ITEM] [List of Subsidiaries Subsidiary* Year of Incorporation Jurisdiction of Incorporation Hoshin GigaMedia Center, Inc. 1998 Taiwan GigaMedia (HK) Limited 2004 Hong Kong GigaMedia International Holdings Limited 2004 British Virgin Islands Cambridge Entertainment Software Limited 2004 British Virgin Islands FunTown World Limited 2005 British Virgin Islands GigaMedia Online Entertainment Corp. 2009 Cayman Islands FunTown Hong Kong Limited 1999 Hong Kong GigaMedia] [EXECUTION VERSION SHARE PURCHASE AGREEMENT - among - INFOCOMM ASIA HOLDINGS PTE. LTD. - and - GIGAMEDIA ASIA PACIFIC LIMITED - and - MANAGEMENT CAPITAL INTERNATIONAL LIMITED - and - ROLAND ONG TOON WAH July 2, 2012 1 EXECUTION VERSION SHARE PURCHASE AGREEMENT Agreement This Share Purchase Agreement (this “ INFOCOMM ASIA HOLDINGS PTE. LTD. Company GIGAMEDIA ASIA PACIFIC LIMITED] [EXECUTION VERSION SHARE PURCHASE AGREEMENT - among - INFOCOMM ASIA HOLDINGS PTE. LTD. - and - GIGAMEDIA ASIA PACIFIC LIMITED - and - SPRING ASIA LIMITED - and - ROLAND ONG TOON WAH JULY 2, 2012 1 EXECUTION VERSION SHARE PURCHASE AGREEMENT Agreement Execution Date This Share Purchase Agreement (this “ INFOCOMM ASIA HOLDINGS PTE. LTD. Purchaser GIGAMEDIA ASIA PACIFIC] [Share Purchase Agreement SHARE PURCHASE AGREEMENT Agreement This SHARE PURCHASE AGREEMENT (this “ th day of August 2012 between: 1. Gigamedia Capital Limited Seller 2. Neowiz Corporation Purchaser WITNESSETH 1. Company Korea Preferred Shares WHEREAS, XL Games Inc. (the “ 2. Target Shares WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser wishes to purchase from the] [CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER THE SARBANES-OXLEY ACT OF 2002 I, Collin Hwang, 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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary] [CERTIFICATION OF THE CHIEF FINANCIAL OFFICER THE SARBANES-OXLEY ACT OF 2002 I, Dirk Chen, Chief Financial 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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary] [CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Collin Hwang Chief Executive Officer 1 EX-13.1 8 d480669dex131.htm EX-13.1] [CERTIFICATION OF THE CHIEF FINANCIAL OFFICER TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dirk Chen Chief Financial Officer 1 EX-13.2 9 d480669dex132.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-148663, Form S-8 No. 333-142963, Form S-8 No. 333-119616, Form S-8 No. 333-160535 and Form S-8 No. 333-168123) of GigaMedia Limited of our report dated April 30, 2013, on the consolidated financial statements and internal control over financial reporting]