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. Accordingly, CyberLink International ceased to participate as a member of the consortium formed pursuant to the Consortium Agreement and will instead have a limited and passive role in the Transaction as a continuing shareholder of the Issuer. 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, CyberLink International entered into a Voting and Support Agreement with Merger Sub (the "CyberLink Support Agreement"). 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, (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 and (vi) to provide certain information and disclosure cooperation in connection with the Transaction. The CyberLink Support Agreement provides that CyberLink International will receive no cash consideration for its Continuing Shares. On July 10, 2026, Merger Sub entered into a separate Voting and Support Agreement with the Chairwoman Parties (the "Chairwoman Support Agreement"), and Ms. Chang entered into a limited guarantee in favor of the Issuer (the "Limited Guarantee") to guarantee certain payment obligations of Merger Sub under the Merger Agreement, subject to the cap and other limitations set forth therein. The Reporting Persons are not parties to the Chairwoman Support Agreement or the Limited Guarantee and do not have any rights or obligations thereunder. If the Merger is completed, the Issuer's Class A ordinary shares would be delisted from the New York Stock Exchange, and the Issuer's obligation to file periodic reports under the Act would terminate. In addition, consummation of the Merger may result in one or more of the ac