
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☐ If this annual report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934.Yes☐No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days.Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS–T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.: If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that require a recovery analysis of incentive-based compensation received by anyof the registrant’s executive officers during the relevant recovery pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP☐International Financial Reporting Standards as issued by the International Accounting Standards Board☐Other☐If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.☐Item 17☐Item 18If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☐Auditor Firm Id:1060Auditor Name:Deloitte & ToucheAuditor Location:Taipei, Taiwan TABLE OF CONTENTS PART I ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS3ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE3ITEM 3.KEY INFORMATION3ITEM 4.INFORMATION ON THE COMPANY14ITEM4A.UNRESOLVED STAFF COMMENTS24ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS24ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES34ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS39ITEM 8.FINANCIAL INFORMATION40ITEM 9.THE OFFER AND LISTING40ITEM 10.ADDITIONAL INFORMATION40 ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK47ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES48 PART II ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES48ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USEOF PROCEEDS48ITEM 15.CONTROLS AND PROCEDURES48ITEM 16.RESERVED49ITEM16A.AUDIT COMMITTEE FINANCIAL EXPERT49ITEM16B.CODE OF ETHICS49ITEM16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES49ITEM16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES50ITEM16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATEDPURCHASERS50ITEM16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT50ITEM16G.CORPORATE GOVERNANCE50ITEM16H.MINE SAFETY DISCLOSURE50ITEM16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTINSPECTIONS50ITEM16J.INSIDER TRADING POLICIES50ITEM16K.CYBERSECURITY51 PART III ITEM 17.FINANCIAL STATEMENTSITEM 18.FINANCIAL STATEMENTSITEM 19.EXHIBITS 525253 CERTAIN TERMS AND CONVENTIONS (i)“we,” “us,” “our,” “our Company” or “GigaMedia” are to GigaMedia Limited and, unless the context requiresotherwise, its subsidiaries, or where the context refers to any time prior to the incorporation of any of its subsidiaries, the businesses which predecessors of the present subsidiaries were engaged in and w