和信超媒体 2025年年度报告和过渡报告

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 the SecuritiesExchange Act of 1934.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 Regulation S–T (§232.405of 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 the definitions of “largeaccelerated 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 financial accounting 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 Board to its Accounting Standards Codification after April 5, 2012. 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 over financial reportingunder 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 audit report.☐ Indicate by check mark whether any of those error corrections are restatements that require a recovery analysis of incentive-based compensation received by any of the registrant’sexecutive 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: 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 COMPANY14ITEM 4A.UNRESOLVED STAFF COMMENTS23ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS23ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES33ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS37ITEM 8.FINANCIAL INFORMATION38ITEM 9.THE OFFER AND LISTING38ITEM 10.ADDITIONAL INFORMATION38ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK45ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES46 PART II ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES46ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OFPROCEEDS46ITEM 15.CONTROLS AND PROCEDURES46ITEM 16.RESERVED47ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT47ITEM 16B.CODE OF ETHICS47ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES48ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES48ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS48ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT48ITEM 16G.CORPORATE GOVERNANCE49ITEM 16H.MINE SAFETY DISCLOSURE49ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS49ITEM 16J.INSIDER TRADING POLICIES49ITEM 16K.CYBERSECURITY49 PART III ITEM 17.FINANCIAL STATEMENTSITEM 18.FINANCIAL STATEMENTSITEM 19.EXHIBITS 515152 CERTAIN TERMS AND CONVENTIONS In this annual report, all references to (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 which were subsequently assumedby such subsidiaries;(ii)“Shares” are to ordinary shares of our Company;(iii)“FunTown” are to our digital entertainment service business operated through our two operating subsidiaries, HoshinGigaMedia and FunTown World Limited;(iv)“GigaMedia Cloud” are to GigaMedia Cloud Services Co. Ltd., a wholly owned subsidiary incorporated under the lawsof Taiwan, Republic of China (“Taiwan” or “R.O.C.”);(v)“Hoshin GigaMedia” are to Hoshin GigaMedia Center Inc., a wholly owned subsidiary incorporated under the laws ofTaiwan; and(vi)“Aeolus” are to Aeolus Robotics Corporation, a private company incorporated in the Cayman Islands (“Cayman”). For the purpose of this annual report only, geographical references to “China” and the “PRC” are to the People’s Republic ofChina and do not include Taiwan, the Hong Kong Special Administrative Region (“Hong Kong”) or the Macau SpecialAdministrative Region (“Macau”). Except if the context otherwise requires, and for the purpose of this annual report only,references to “Greater China” include the PRC, Taiwan, Hong Kong and Macau. All references in