Item 4 — Purpose of Transaction
As previously disclosed, on March 18, 2026, Ms. Alice H. Chang ("Ms. Chang") and her controlled affiliates GOLDEN EDGE CO., LTD. ("Golden Edge"), DVDonet.com. Inc. ("DVDonet") and World Speed Company Limited ("World Speed" and, together with Ms. Chang, Golden Edge and DVDonet, the "Chairwoman Parties"), and CyberLink International entered into a consortium agreement (the "Consortium Agreement") in connection with a proposed going-private transaction involving the Issuer. In connection with the Consortium Agreement, the Chairwoman Parties and CyberLink International submitted a preliminary non-binding proposal, dated March 18, 2026 (the "Proposal"), to the Issuer's board of directors to acquire all of the outstanding ordinary shares of the Issuer not owned by them for US$1.95 per ordinary share in cash. On July 10, 2026, the Chairwoman Parties and CyberLink International entered into a Termination Agreement (the "Consortium Termination Agreement"), pursuant to which the Consortium Agreement was terminated in its entirety and ceased to be of further force or effect. The Consortium Termination Agreement provides that, as of the date thereof, no party has any further rights or obligations under the Consortium Agreement and that CyberLink International will have no obligations with respect to the Transaction except as expressly set forth in the CyberLink Support Agreement (as defined below), the Consortium Termination Agreement or any other written agreement to which CyberLink International is a party in connection with the Transaction. On July 10, 2026, Merger Sub and the Issuer entered into the Merger Agreement. Pursuant to the Merger Agreement, and subject to the terms and conditions thereof, Merger Sub will merge with and into the Issuer, with the Issuer continuing as the Surviving Company. At the Effective Time, each Share, other than Dissenting Shares, Continuing Shares and Excluded Shares, will be cancelled in exchange for the right to receive US$2.00 in cash per Share, without interest. Each Continuing Share will not be cancelled in the Merger and will remain outstanding and continue to exist without interruption as one validly issued, fully paid and non-assessable ordinary share of the Surviving Company. The Continuing Shares held by the Chairwoman Parties and CyberLink International will constitute all of the issued and outstanding share capital of the Surviving Company immediately after the Effective Time. The Merger Agreement also provides for, among other things, the treatment of Company Options, Company Warrants and Company Earnout Shares, the delisting of the Issuer's Class A ordinary shares from the New York Stock Exchange and the deregistration of the Issuer's equity securities under the Act. On July 10, 2026, as an inducement to the Issuer's willingness to enter into the Merger Agreement, the Chairwoman Parties entered into a Voting and Support Agreement with Merger Sub (the "Chairwoman Support Agreement"). Pursuant to the Chairwoman Support Agreement, each Chairwoman Party agreed, among other things, (i) to vote all of its or her Securities in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, subject to the terms and conditions set forth therein, (ii) to vote against certain competing or inconsistent transactions or actions, (iii) to comply with certain restrictions on transfers of its or her Securities, (iv) to waive appraisal or dissenters' rights with respect to its or her Securities and (v) that its or her Continuing Shares will not be cancelled in the Merger and will remain outstanding and continue to exist without interruption as ordinary shares of the Surviving Company. The Chairwoman Support Agreement provides that the Chairwoman Parties will receive no cash consideration for their Continuing Shares. On July 10, 2026, as an inducement to the Issuer's willingness to enter into the Merger Agreement, CyberLink International entered into a separate Voting and Support Agreement with Merger Sub (the "CyberLink Support Agreement" and, together with the Chairwoman Support Agreement, the "Support Agreements"). Pursuant to the CyberLink Support Agreement, CyberLink International agreed, among other things, (i) to vote all of its Securities in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, subject to the terms and conditions set forth therein, (ii) to vote against certain competing or inconsistent transactions or actions, (iii) to comply with certain restrictions on transfers of its Securities, (iv) to waive appraisal or dissenters' rights with respect to its Securities and (v) that its Continuing Shares will not be cancelled in the Merger and will remain outstanding and continue to exist without interruption as ordinary shares of the Surviving Company. The CyberLink Support Agreement provides that CyberLink International will receive no ca