Exhibit (a)-(1)​

PRELIMINARY PROXY STATEMENT OF THE COMPANY

           , 2026​

Shareholders of Perfect Corp.
Re: Notice of Extraordinary General Meeting of Shareholders

Dear Shareholder:

You are cordially invited to attend an extraordinary general meeting of shareholders of Perfect Corp. (the “Company”) to be held on            , 2026, at             (Taiwan time). The meeting will be held at the principal office of the Company located at 14F, No. 98 Minquan Road, Xindian District, New Taipei City 231, Taiwan. The attached notice of the extraordinary general meeting and proxy statement (such proxy statement, as amended or supplemented, together with the letter to shareholders and notice of meeting, the “Proxy Statement”) provide information regarding the matters to be considered and voted on at the extraordinary general meeting, including at any adjournment thereof.

On July 10, 2026, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with ProjectNY, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”) and cease to exist, with the Company continuing as the surviving company (the “Surviving Company”). At the extraordinary general meeting you will be asked to consider and vote upon a proposal to authorize and approve by way of special resolution the Merger Agreement, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands in connection with the Merger (the “Plan of Merger”), and the transactions contemplated by the Merger Agreement and the Plan of Merger (collectively, the “Transactions”), including the Merger and, upon the Merger becoming effective, (i) the variation of the authorized share capital of the Company from US$82,000,000 divided into (1) 700,000,000 Class A Shares of a par value of US$0.10 each, (2) 90,000,000 Class B Shares of a par value of US$0.10 each and (3) 30,000,000 shares of a par value of US$0.10 each of such class or classes (however designated) as the board of directors of the Company may determine in accordance with the existing memorandum and articles of association of the Company to US$[10,000,000.00] divided into [100,000,000] ordinary shares of a par value of [US$0.10] each (the “Variation of Capital”) and (ii) the amendment and restatement of the existing memorandum and articles of association of the Company by their deletion in their entirety and the substitution in their place of a new memorandum and articles of association of the Company (as the Surviving Company) in the form attached to the Plan of Merger (the “Amendment of the M&A”). Copies of the Merger Agreement and the Plan of Merger are attached as Annex A and Annex B, respectively, to the accompanying Proxy Statement.

Merger Sub has been formed solely for purposes of the Merger. At the effective time of the Merger (the “Effective Time”), the Surviving Company will be beneficially owned by:

(a)

Ms. Alice H. Chang, the founder, a director and the chief executive officer of the Company (“Chairwoman”);

​

(b)

GOLDEN EDGE CO., LTD., a British Virgin Islands company controlled by the Chairwoman (“Golden Edge”);

​

(c)

DVDonet.com. Inc., a British Virgin Islands company controlled by the Chairwoman (“DVDonet”);

​

(d)

World Speed Company Limited, a British Virgin Islands company controlled by the Chairwoman (“World Speed”);

​

(e)

CyberLink International Technology Corp., a British Virgin Islands company (“CIT”); and

​

(f)

CyberLink Corp., a company incorporated in Taiwan and listed on the Taiwan Stock Exchange under the code 5203 (“CyberLink”).

​

 

i

 

The Chairwoman, Golden Edge, DVDonet and World Speed are collectively referred to herein as the “Chairwoman Parties.” CIT, CyberLink and Mr. Huang are collectively referred to herein as the “CyberLink Parties,” the Merger Sub, the Chairwoman Parties, the CyberLink Parties and Ms. Hsiao-Chuan (Iris) Chen (“Ms. Chen”) are collectively referred to herein as the “Participants” and each a “Participant”. The Chairwoman Parties and CIT are collectively referred to herein as “Continuing Shareholders.”

As of the date of the Proxy Statement, the Continuing Shareholders collectively beneficially own an aggregate of 37,558,217 Class A Shares, par value US$0.10 per share of the Company, and 16,788,718 Class B Shares, par value US$0.10 per share of the Company, which represent approximately 53.4% of the total issued and outstanding Shares and approximately 81.2% of the total voting power of the outstanding Shares (in each case excluding (i) Class A Shares reserved for future issuance pursuant to outstanding Company Options granted pursuant to the Share Incentive Plans; (ii) Class A Shares underlying the outstanding Company Warrants; and (iii) Shares issuable to the selected shareholders of the Company within five years from October 28, 2022, upon the occurrence of certain milestones). Pursuant to the terms of (a) the voting and support agreement dated as of July 10, 2026, by and among the Chairwoman Parties and Merger Sub and (b) the voting and support agreement dated as of July 10, 2026, by and between CIT and Merger Sub, each Continuing Shareholder will vote all Shares beneficially owned by such Continuing Shareholder in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, at the Shareholders Meeting.

If the Merger is completed, the Company, as the Surviving Company, will continue its operations under the name of “Perfect Corp.” as a privately held company and, as a result of the Merger, the Class A Shares and each warrant to purchase Shares outstanding immediately prior to the Effective Time (each, a “Company Warrant” and collectively, “Company Warrants”) will no longer be listed on the NYSE and OTC Pink tier of the OTC Markets (“OTC Pink”), respectively.

Under the terms of the Merger Agreement, if the Merger is completed, at the Effective Time, each Class A Share and each Class B Share (other than the Continuing Shares (as defined below), the Excluded Shares (as defined below) and the Dissenting Shares (as defined below)) issued and outstanding immediately prior to the Effective Time will be cancelled and cease to exist in exchange for the right to receive US$2.00 in cash per Share without interest and net of any applicable withholding taxes (the “Per Share Merger Consideration”), except for: (i) Class A Shares owned by holders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Companies Act (As Revised) of the Cayman Islands (the “Cayman Islands Companies Act”) (the “Dissenting Shares”), which will be cancelled and cease to exist in exchange for the right to receive the payment of fair value of such Dissenting Shares determined in accordance with Section 238 of the Cayman Islands Companies Act, (ii) Shares held by the Continuing Shareholders (the “Continuing Shares”), which will not be cancelled and will remain outstanding and continue to exist without interruption as the same number of validly issued, fully paid and non-assessable shares of the Surviving Company and the Continuing Shareholders will not receive any payment of consideration therefor, and (iii) any Shares held by the Company or any direct or indirect subsidiary of the Company, which will be cancelled and cease to exist without consideration (the “Excluded Shares”).

In addition, at the Effective Time, the Company will (i) terminate the Company’s stock compensation plan adopted by the Board on December 13, 2021 (the “Stock Compensation Plan”), the director equity incentive plan adopted by the Board on October 23, 2023 (the “Director Equity Incentive Plan”), and all amendments and modifications to the Stock Compensation Plan and the Director Equity Incentive Plan (collectively, the “Share Incentive Plans” and any one of the foregoing plans, the “Share Incentive Plan”); and (ii) cancel each option to purchase Shares under the Share Incentive Plans (the “Company Option”) that is then outstanding and unexercised, whether or not vested or exercisable. As soon as practicable after the Effective Time, each former holder of a Company Option that is cancelled at the Effective Time (whether vested or unvested) shall, in exchange thereof, be paid by the Surviving Company or one of its subsidiaries, a cash amount equal to the product of (x) the excess, if any, of the Per Share Merger Consideration over the applicable exercise price per Share underlying such Company Option (the “Exercise Price”) and (y) the number of Shares underlying such Company Option; provided that if the Exercise Price of any such Company Option is equal to or greater than the Per Share Merger Consideration, such Company Option shall be cancelled without any payment therefor.

 

ii

 

A special committee (the “Special Committee”) of the Board, composed solely of directors who are unaffiliated with any Participant or any member of the management of the Company, reviewed and considered the terms and conditions of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger. On July 10, 2026, the Special Committee unanimously (a) determined that the Merger Agreement and the Plan of Merger are fair to, and in the best interests of, the Company and the Company’s shareholders (other than the holders of Excluded Shares and Continuing Shares), including the unaffiliated security holders of the Company (as such term is defined in Rule 13e-3 of the Securities Exchange Act of 1934, as amended, the “Unaffiliated Security Holders”), (b) declared it advisable for the Company to enter into the Merger Agreement and the Plan of Merger, and to consummate the Transactions, including the Merger, (c) recommended that the Board authorize and approve the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, and (d) recommended that the Board submit the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, to the shareholders of the Company for approval and authorization at an extraordinary general meeting of the shareholders of the Company, with the recommendation of the Board that the shareholders of the Company authorize and approve by way of a special resolution the Merger Agreement, the Plan of Merger and the Transactions, including the Merger.

On July 10, 2026, the Board, after carefully considering all relevant factors, including the determination and recommendation of the Special Committee, (a) determined that the Merger Agreement and the Plan of Merger are fair to, and in the best interests of, the Company and the Company’s shareholders (other than the holders of Excluded Shares and Continuing Shares), including the Unaffiliated Security Holders, and declared it advisable for the Company to enter into the Merger Agreement and the Plan of Merger, and to consummate the Transactions, including the Merger, (b) authorized and approved the execution, delivery and performance of the Merger Agreement and the Plan of Merger and the consummation of the Transactions, including the Merger, and (c) resolved to direct that the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, be submitted to a vote at an extraordinary general meeting of the shareholders of the Company, with the recommendation of the Board that the shareholders of the Company authorize and approve the Merger Agreement, the Plan of Merger and the Transactions, including the Merger.

After careful consideration and upon the unanimous recommendation of the Special Committee composed solely of directors unaffiliated with any Participant or any member of the management of the Company, the Board authorized and approved the Merger Agreement and the Plan of Merger and recommends that you vote FOR the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the Transactions, including the Merger and, upon the Merger becoming effective, the Variation of Capital and the Amendment of the M&A, FOR the proposal to authorize each of the directors and officers of the Company to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, the Variation of Capital and the Amendment of the M&A, and FOR the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

The accompanying Proxy Statement provides detailed information about the Merger and the extraordinary general meeting. We encourage you to read the entire document and all of the attachments and other documents referred to or incorporated by reference therein carefully. You may also obtain more information about the Company from documents the Company has filed with the United States Securities and Exchange Commission (the “SEC”), which are available for free at the SEC’s website www.sec.gov.

Regardless of the number of Shares you own, your vote is very important. In order for the Merger to be completed, the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, the Variation of Capital and the Amendment of the M&A, must be authorized and approved by a special resolution (as defined in the Cayman Islands Companies Act) of the Company’s shareholders, which requires the affirmative vote of at least two-thirds of the votes cast by the holders of Shares present and voting in person or by proxy as a single class at an extraordinary general meeting of the Company. In considering the recommendation of the Special Committee and the Board, you should be aware that some of the Company’s directors or executive officers have interests in the Merger that are different from, or in addition to, the interests of the Company’s shareholders generally. As described above, the Continuing Shareholders beneficially own Shares representing approximately 81.2% of the total voting power of the outstanding Shares and have agreed under the Voting and Support Agreements to vote all Shares beneficially owned by them in favor of the

 

iii

 

authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, at the extraordinary general meeting. Accordingly, assuming the Continuing Shareholders comply with their voting obligations under the Voting and Support Agreements, the special resolutions to be proposed at the extraordinary general meeting can be approved by the votes attached to the Shares held by the Continuing Shareholders. Whether or not you plan to attend the extraordinary general meeting, please complete the enclosed proxy card, in accordance with the instructions set forth on your proxy card, as promptly as possible. The deadline to lodge your proxy card is            , 2026, at             (Taiwan time). Each shareholder has one vote for each Class A Share and ten votes for each Class B Share held as of the close of business in New York on            , 2026.

Voting at the extraordinary general meeting will take place by poll voting, as required by the Company’s existing articles of association.

Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the extraordinary general meeting and vote your Class A Shares in person. Please note, however, that if your Class A Shares are held of record by a broker, bank or other nominee and you wish to vote at the extraordinary general meeting in person, you must obtain from the registered holder a proxy issued in your name. If you submit a signed proxy card without indicating how you wish to vote, the Class A Shares represented by your proxy card will be voted FOR the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, the Variation of Capital and the Amendment of the M&A, FOR the proposal to authorize each of the directors and officers of the Company to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, the Variation of Capital and the Amendment of the M&A, and FOR the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting, unless you appoint a person other than the chairperson of the meeting as your proxy, in which case the Class A Shares represented by your proxy card will be voted (or not submitted for voting) as your proxy determines.

Registered shareholders who have validly exercised and not effectively withdrawn or otherwise lost their rights to dissent from the Merger in accordance with Section 238 of the Cayman Islands Companies Act will have the right to receive payment of the fair value of their Class A Shares as determined in accordance with Section 238 of the Cayman Islands Companies Act if the Merger is completed, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 238 of the Cayman Islands Companies Act for the exercise of dissenters’ rights, a copy of which is attached as Annex D to the accompanying Proxy Statement. The fair value of your Class A Shares as determined under the Cayman Islands Companies Act could be more than, the same as, or less than the Per Share Merger Consideration you would receive pursuant to the Merger Agreement if you do not exercise dissenters’ rights with respect to your Class A Shares.

Neither the SEC nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this letter or in the accompanying notice of the extraordinary general meeting or Proxy Statement. Any representation to the contrary is a criminal offense.

If you have any questions or need assistance voting your Class A Shares, please contact our Compliance Department at proxy_card@perfectcorp.com or call our Investor Relations Department at +886-2-8667-1265. Thank you for your cooperation and continued support.

The accompanying Proxy Statement is dated            , 2026 and is first being mailed to the Company’s shareholders on or about            , 2026.

 

iv

 

PERFECT CORP.
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON
, 2026

Dear Shareholder:

Notice is hereby given that an extraordinary general meeting of the shareholders of Perfect Corp. (referred to herein alternately as the “Company,” “us,” “we” or other terms correlative thereto), will be held on               , 2026 at             (Taiwan time) at the principal office of the Company located at 14F, No. 98 Minquan Road, Xindian District, New Taipei City 231 Taiwan.

Only registered holders of Class A ordinary shares, par value US$0.10 per share of the Company (each, a “Class A Share”, and collectively, the “Class A Shares”), and Class B ordinary shares, par value US$0.10 per share of the Company (each, a “Class B Share”, and collectively, the “Class B Shares” and together with the Class A Shares, the “Shares”), at the close of business in New York on            , 2026 (the “Record Date”) or their proxy holders are entitled to vote at this extraordinary general meeting or any adjournment thereof. At the extraordinary general meeting, you will be asked to consider and vote upon the following resolutions:

•

as special resolutions:

​

THAT the agreement and plan of merger, dated as of July 10, 2026 (the “Merger Agreement”), between ProjectNY, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”) and the Company (such Merger Agreement being in the form attached as Annex A to the accompanying proxy statement and to be produced and made available for inspection at the extraordinary general meeting), the plan of merger (the “Plan of Merger”) required to be registered with the Registrar of Companies in the Cayman Islands (such Plan of Merger being substantially in the form attached as Annex B to the accompanying proxy statement and to be produced and made available for inspection at the extraordinary general meeting) in order to give effect to the merger of Merger Sub with and into the Company (the “Merger”), with the Company continuing as the surviving company (the “Surviving Company”), and any and all transactions contemplated by the Merger Agreement and the Plan of Merger (collectively, the “Transactions”), including the Merger, and upon the Merger becoming effective, (i) the variation of the authorized share capital of the Company from US$82,000,000 divided into (1) 700,000,000 Class A Shares of a par value of US$0.10 each, (2) 90,000,000 Class B Shares of a par value of US$0.10 each and (3) 30,000,000 shares of a par value of US$0.10 each of such class or classes (however designated) as the board of directors of the Company may determine in accordance with the existing memorandum and articles of association of the Company to US$[10,000,000.00] divided into [100,000,000] ordinary shares of a par value of [US$0.10] each (the “Variation of Capital”) and (ii) the amendment and restatement of the existing memorandum and articles of association of the Company by their deletion in their entirety and the substitution in their place of a new memorandum and articles of association of the Company (as the Surviving Company) in the form attached to the Plan of Merger (the “Amendment of the M&A”), be authorized and approved;

THAT each of the directors and officers of the Company be authorized to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, the Variation of Capital and the Amendment of the M&A; and

•

if necessary, as an ordinary resolution:

​

THAT the extraordinary general meeting be adjourned in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

Please refer to the accompanying proxy statement, which is attached to and made a part of this notice. A list of the Company’s shareholders will be available at its principal executive office at 14F, No. 98 Minquan Road, Xindian District, New Taipei City 231 Taiwan, during ordinary business hours for the two business days immediately prior to the extraordinary general meeting.

 

v

 

After careful consideration and upon the unanimous recommendation of the Special Committee, composed solely of directors who are unaffiliated with any Participant (as defined in the accompanying proxy statement) or any member of the management of the Company, the Board (a) determined that the Merger Agreement and the Plan of Merger are fair to, and in the best interests of, the Company and the Company’s shareholders (other than the holders of Excluded Shares and Continuing Shares), including the Unaffiliated Security Holders of the Company (as such term is defined in Rule 13e-3 of the Securities Exchange Act of 1934, as amended), and declared it advisable for the Company to enter into the Merger Agreement and the Plan of Merger, and to consummate the Transactions, including the Merger, (b) authorized and approved the execution, delivery and performance of the Merger Agreement and the Plan of Merger and the consummation of the Transactions, including the Merger, and (c) resolved to direct that the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, be submitted to a vote at an extraordinary general meeting of the shareholders of the Company, with the recommendation of the Board that the shareholders of the Company authorize and approve the Merger Agreement, the Plan of Merger and the Transactions, including the Merger. The Board recommends that you vote FOR the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, the Variation of Capital and the Amendment of the M&A, FOR the proposal to authorize each of the directors and officers of the Company to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, the Variation of Capital and the Amendment of the M&A, and FOR the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

In order for the Merger to be completed, the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, the Variation of Capital and the Amendment of the M&A must be authorized and approved by a special resolution (as defined in the Cayman Islands Companies Act) of the Company’s shareholders, which requires the affirmative vote of at least two-thirds of the votes cast by the holders of Shares present and voting in person or by proxy as a single class at an extraordinary general meeting of the Company.

The Chairwoman, Golden Edge, DVDonet and World Speed (collectively, the “Chairwoman Parties”) have entered into a voting and support agreement with Merger Sub, dated as of July 10, 2026, and CIT (together with the Chairwoman Parties, the “Continuing Shareholders”) has entered into a voting and support agreement, dated as of July 10, 2026, with Merger Sub, pursuant to which each of the Continuing Shareholders has agreed to, subject to the terms and conditions set forth therein and among other obligations, vote in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger. As of the date of this notice, the Continuing Shareholders beneficially own an aggregate of 37,558,217 Class A Shares and 16,788,718 Class B Shares, which represent approximately 53.4% of the total issued and outstanding Shares and approximately 81.2% of the total voting power of the outstanding Shares (in each case excluding (i) Class A Shares reserved for future issuance pursuant to outstanding Company Options granted pursuant to the Share Incentive Plans; (ii) Class A Shares underlying the outstanding Company Warrants; and (iii) Shares issuable to the selected shareholders of the Company within five years from October 28, 2022, upon the occurrence of certain milestones). Given the Continuing Shareholders’ ownership and voting power as described above and assuming their compliance with their voting obligations under the Voting and Support Agreements, the special resolutions to be proposed at the extraordinary general meeting can be approved by the votes attached to the Shares held by the Continuing Shareholders.

Even if you plan to attend the extraordinary general meeting in person, we request that you submit your proxy in accordance with the instructions set forth on the proxy card, which is attached as Annex F to the accompanying proxy statement, as promptly as possible. To be valid, your proxy card must be completed, signed, scanned and delivered to the attention of the Company’s Compliance Department at proxy_card@perfectcorp.com no later than            , 2026, at             (Taiwan time). The proxy card is the “instrument of proxy” and the “instrument appointing a proxy” as referred to in the Company’s articles of association. Voting at the extraordinary general meeting will take place by poll voting, as required by the Company’s existing articles of association. Each shareholder has one vote for each Class A Share and ten votes for each Class B Share held as of the close of business in New York on the Record Date. If you receive

 

vi

 

more than one proxy card because you own Class A Shares that are registered in different names, please vote all of your Class A Shares shown on each of your proxy cards in accordance with the instructions set forth on the proxy card.

Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the extraordinary general meeting and vote your Class A Shares in person. Please note, however, that if your Class A Shares are registered in the name of a broker, bank or other nominee and you wish to vote at the extraordinary general meeting in person, you must obtain from the record holder a proxy issued in your name.

If you abstain from voting, fail to cast your vote in person, fail to complete and return your proxy card in accordance with the instructions set forth on the proxy card, or fail to give voting instructions to your broker, bank or other nominee, your vote will not be counted.

When proxies are properly dated, executed and returned by holders of Class A Shares, the Class A Shares they represent will be voted at the extraordinary general meeting in accordance with the instructions of the shareholders. If no specific instructions are given by such shareholders, such Class A Shares will be voted “FOR” the proposals as described above, unless you appoint a person other than the chairperson of the meeting as proxy, in which case the Class A Shares represented by your proxy card will be voted (or not submitted for voting) as your proxy determines.

Registered shareholders who have validly exercised and not effectively withdrawn or otherwise lost their rights to dissent from the Merger in accordance with Section 238 of the Cayman Islands Companies Act will have the right to receive payment of the fair value of their Class A Shares as determined in accordance with Section 238 of the Cayman Islands Companies Act if the Merger is completed, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 238 of the Cayman Islands Companies Act for the exercise of dissenters’ rights, a copy of which is attached as Annex D to the accompanying proxy statement. The fair value of their Class A Shares as determined under the Cayman Islands Companies Act could be more than, the same as, or less than the Per Share Merger Consideration they would receive pursuant to the Merger Agreement if they do not exercise dissenters’ rights with respect to their Class A Shares.

PLEASE DO NOT SEND YOUR SHARE CERTIFICATES AT THIS TIME. IF THE MERGER IS COMPLETED, YOU WILL BE SENT INSTRUCTIONS REGARDING THE SURRENDER OF YOUR SHARE CERTIFICATES.

If you have any questions or need assistance voting your Class A Shares, please contact our Compliance Department at proxy_card@perfectcorp.com or call our Investor Relations Department at +886-2-8667-1265.

The Merger Agreement, the Plan of Merger and the Transactions, are described in the accompanying proxy statement. Copies of the Merger Agreement and the Plan of Merger are included as Annex A and Annex B, respectively, to the accompanying proxy statement. We urge you to read the entire accompanying proxy statement carefully.

Notes:

1.

Where there are joint holders of any Class A Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Class A Share as if he or she were solely entitled thereto, but if more than one of such joint holders are present at any meeting, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the joint holders. For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

​

2.

The instrument appointing a proxy must be in writing under the hand of the appointor or of his or her attorney duly authorized in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney or other person duly authorized.

​

3.

A proxy need not be a member (registered shareholder) of the Company.

​

 

vii

 

4.

Votes given in accordance with the terms of a proxy card will be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Class A Share or Class A Shares in respect of which the proxy is given, unless notice in writing of such death, insanity, revocation or transfer is received by the Company at the principal executive office of the Company at 14F, No. 98 Minquan Road, Xindian District, New Taipei City 231, Taiwan. Attention: Daniel Lee, at least six hours before the commencement of the extraordinary general meeting, or adjourned meeting at which such proxy is used.

​

 

viii

 

PROXY STATEMENT

Dated            , 2026

SUMMARY VOTING INSTRUCTIONS

Ensure that your shares of Perfect Corp. can be voted at the extraordinary general meeting by submitting your proxy card or by contacting your broker, bank or other nominee.

If your shares are registered in the name of a broker, bank or other nominee:   check the voting instruction card forwarded by your broker, bank or other nominee to see which voting options are available or contact your broker, bank or other nominee in order to obtain directions as to how to ensure that your shares are voted at the extraordinary general meeting.

If your shares are registered in your name submit your proxy as soon as possible by signing, dating, scanning and delivering the accompanying proxy card to the Company’s Compliance Department at proxy_card@perfectcorp.com, so that your shares can be voted at the extraordinary general meeting in accordance with your instructions.

If you submit your signed proxy card without indicating how you wish to vote, the shares represented by your proxy will be voted in favor of the resolutions to be proposed at the extraordinary general meeting, unless you appoint a person other than the chairperson of the meeting as proxy, in which case the shares represented by your proxy will be voted (or not submitted for voting) as your proxy determines.

If you have any questions, require assistance with voting your proxy card, or need additional copies of proxy materials, please call our Investor Relations Department at +886-2-8667-1265.

 

 

TABLE OF CONTENTS

 

1

 

 

2

 

 

3

 

4

 

​

5

 

6

 

7

 

8

 

9

 

​

10

 

​

11

 

12

 

13

 

14

 

QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING AND
THE MERGER

The following questions and answers briefly address some questions you may have regarding the extraordinary general meeting and the Merger. These questions and answers may not address all questions that may be important to you as a shareholder of the Company. Please refer to the more detailed information contained elsewhere in this Proxy Statement, the annexes to this Proxy Statement and the documents referred to or incorporated by reference in this Proxy Statement.

Q:

Why am I receiving this Proxy Statement?

​

A:

On July 10, 2026, the Company entered into the Merger Agreement with Merger Sub. You are receiving this Proxy Statement in connection with the solicitation of proxies by the Board in favor of the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, the Variation of Capital and the Amendment of the M&A, at an extraordinary general meeting or at any adjournment of such extraordinary general meeting.

​

Q:

When and where will the extraordinary general meeting be held?

​

A:

The extraordinary general meeting will take place on         , 2026, at          (Taiwan time) at the principal office of the Company at 14F, No. 98 Minquan Road, Xindian District, New Taipei City 231 Taiwan.

​

Q:

What am I being asked to vote on?

​

A:

You will be asked to consider and vote on the following proposals:

​

•

as a special resolution, to authorize and approve the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, the Variation of Capital and the Amendment of the M&A;

​

•

as a special resolution, to authorize each of the directors and officers of the Company to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, the Variation of Capital and the Amendment of the M&A; and

​

•

if necessary, as an ordinary resolution, to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

​

Q:

What is the Merger?

​

A:

The Merger is a going-private transaction pursuant to which Merger Sub will merge with and into the Company. Once the Merger Agreement is authorized and approved by the shareholders of the Company and the other closing conditions under the Merger Agreement have been satisfied or waived, Merger Sub will merge with and into the Company, with the Company continuing as the Surviving Company after the Merger. If the Merger is completed, the Company will become a privately held company beneficially owned by the Continuing Shareholders, and as a result of the Merger, the Class A Shares will no longer be listed on the NYSE, and the Company will cease to be a publicly traded company.

​

Q:

What will I receive in the Merger if I own Class A Shares (that are not Excluded Shares or Continuing Shares)?

​

A:

If you own Class A Shares when and if the Merger is completed, you will be entitled to receive US$2.00 in cash, without interest and net of any applicable withholding taxes, for each Class A Share (other than the Excluded Shares and the Continuing Shares) you own immediately prior to the Effective Time (unless you validly exercise and have not effectively withdrawn or lost your dissenters’ rights under Section 238 of the Cayman Islands Companies Act with respect to the Merger, in which event you will be entitled to the fair value of each Share determined in accordance with Section 238 of the Cayman Islands Companies Act).

​

 

15

 

Please see “Special Factors — Material U.S. Federal Income Tax Consequences,” “Special Factors — Material Taiwan Income Tax Consequences” and “Special Factors — Material Cayman Islands Tax Consequences” beginning on pages 57, 59 and 60, respectively, for a more detailed description of the tax consequences of the Merger. You should consult with your own tax advisor for a full understanding of how the Merger will affect your U.S. federal, state, local, non-U.S. and other taxes.

Q:

How will the Company’s options be treated in the Merger?

​

A:

At the Effective Time, each Company Option issued by the Company pursuant to the Share Incentive Plans that is then outstanding and unexercised, whether or not vested or exercisable, will be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of the Per Share Merger Consideration over the applicable exercise price per Share underlying such Company Option (the “Exercise Price”) and (ii) the number of Shares underlying such Company Option; provided that if the Exercise Price of any such Company Option is equal to or greater than the Per Share Merger Consideration, such Company Option shall be cancelled without any payment therefor.

​

Q:

What effects will the Merger have on the Company?

​

A:

As a result of the Merger, the Company will cease to be a publicly traded company and will instead become a private company beneficially owned by the Continuing Shareholders. Your Class A Shares in the Company will be cancelled, and you will no longer have any interest in the Company’s future earnings or growth. Following consummation of the Merger, the registration of the Class A Shares and the Company’s reporting obligations with respect to the Class A Shares under the Exchange Act will be terminated upon application to the SEC. In addition, upon completion of the Merger, the Class A Shares will no longer be listed or traded on any stock exchange, including the NYSE.

​

Q:

When do you expect the Merger to be consummated?

​

A:

We are working towards completing the Merger as quickly as possible and currently expect the Merger to close during the second half of 2026. In order to complete the Merger, we must obtain shareholder approval of the Merger at the extraordinary general meeting and the other closing conditions under the Merger Agreement must be satisfied or waived in accordance with the Merger Agreement.

​

Q:

What happens if the Merger is not consummated?

​

A:

If the Company’s shareholders do not authorize and approve the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, the Variation of Capital and the Amendment of the M&A, or if the Merger is not completed for any other reason, the Company’s shareholders will not receive any payment for their Class A Shares pursuant to the Merger Agreement nor will the holders of any Company Options receive any payment pursuant to the Merger Agreement. In addition, the Company will remain a publicly traded company and the Class A Shares will continue to be listed and traded on the NYSE, provided that the Company continues to meet the NYSE’s listing requirements. In addition, the Company will remain subject to SEC reporting obligations. Therefore, the Company’s shareholders will continue to be subject to similar risks and opportunities as they currently are with respect to their ownership of our Class A Shares.

​

Under specified circumstances in which the Merger Agreement is terminated, the Company may be required to pay Merger Sub a termination fee and reimburse Merger Sub for certain expenses in connection with the Merger, or Merger Sub may be required to pay the Company a termination fee and reimburse the Company for certain expenses in connection with the Merger, in each case, as described under the caption “The Merger Agreement and Plan of Merger — Termination Fees and Reimbursement of Expenses” beginning on page 82.

Q:

After the Merger is consummated, how will I receive the Merger consideration for my Class A Shares?

​

A:

If you are a registered holder of Class A Shares, promptly after the Effective Time, a paying agent appointed by Merger Sub will mail you (a) a letter of transmittal specifying how the delivery of the

​

 

16

 

Merger consideration to you will be effected and (b) instructions for effecting the surrender of share certificates representing Class A Shares (or affidavits and indemnities of loss in lieu of share certificates) or non-certificated Class A Shares represented by book entry (“Uncertificated Shares”) in exchange for the applicable Per Share Merger Consideration. Unless you validly exercise and have not effectively withdrawn or lost your dissenters’ rights in accordance with Section 238 of the Cayman Islands Companies Act, upon your surrender of any share certificates (or an affidavit and indemnity of loss in lieu of the share certificates), if applicable, and/or such other documents as may be required by the paying agent in accordance with the terms of such letter of transmittal, duly executed in accordance with the instructions thereto, you will receive an amount equal to the number of your Class A Shares multiplied by US$2.00 in cash, without interest and net of any applicable withholding tax, in exchange for the cancellation of your Class A Shares. The Per Share Merger Consideration may be subject to U.S. backup withholding if the paying agent has not received from you a properly completed and signed U.S. Internal Revenue Service Form W-8 or W-9.

If your Class A Shares are held in “street name” by your broker, bank or other nominee, you will receive instructions from your broker, bank or other nominee on how to surrender your Class A Shares and receive the Per Share Merger Consideration for those Class A Shares.

Q:

What vote of the Company’s shareholders is required to authorize and approve the Merger Agreement and the Plan of Merger?

​

A:

In order for the Merger to be consummated, the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, the Variation of Capital and the Amendment of the M&A, must be authorized and approved by a special resolution (as defined in the Cayman Islands Companies Act) of the Company’s shareholders, which requires an affirmative vote of holders of Shares representing at least two-thirds of the voting power of Shares present and voting in person or by proxy as a single class at the extraordinary general meeting.

​

At the close of business in New York on            , 2026, the Record Date for the extraordinary general meeting,             Class A Shares and             Class B Shares are expected to be issued and outstanding and entitled to vote at the extraordinary general meeting.

Pursuant to the Voting and Support Agreements, among other things, the Continuing Shareholders have agreed to vote their Shares in favor of authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger. As of the date of this Proxy Statement, the Continuing Shareholders beneficially own an aggregate of 37,558,217 Class A Shares and 16,788,718 Class B Shares, which represent approximately 53.4% of the total issued and outstanding Shares and approximately 81.2% of the total voting power of the outstanding Shares (in each case excluding (i) Class A Shares reserved for future issuance pursuant to outstanding Company Options granted pursuant to the Share Incentive Plans; (ii) Class A Shares underlying the outstanding Company Warrants; and (iii) Shares issuable to the selected shareholders of the Company within five years from October 28, 2022, upon the occurrence of certain milestones). Given the Continuing Shareholders’ ownership and voting power as described above and assuming their compliance with their voting obligations under the Voting and Support Agreements, the special resolutions to be proposed at the extraordinary general meeting can be approved by the votes attached to the Shares held by the Continuing Shareholders.

Q:

What vote of the Company’s shareholders is required to approve the proposal to adjourn the extraordinary general meeting, if necessary, to solicit additional proxies?

​

A:

The proposal to adjourn the extraordinary general meeting, if necessary, to solicit additional proxies must be authorized and approved by an affirmative vote of holders of Shares representing a majority of the voting power of the Shares present and voting in person or by proxy as a single class at an extraordinary general meeting of the Company.

​

Q:

How does the Board recommend that I vote on the proposals?

​

A:

After careful consideration and upon the unanimous recommendation of the Special Committee, the Board recommends that you vote:

​

•

FOR the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, the Variation of Capital and the Amendment of the M&A;

​

 

17

 

•

FOR the proposal to authorize each of the directors and officers of the Company to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, the Variation of Capital and the Amendment of the M&A; and

​

•

FOR the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

​

You should read “Special Factors — Reasons for the Merger and Recommendation of the Special Committee and the Board” beginning on page 28 for a discussion of the factors that the Special Committee and the Board considered in deciding to recommend the approval of the Merger Agreement. In addition, in considering the recommendation of the Special Committee and the Board with respect to the Merger Agreement, you should be aware that some of the Company’s directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of the Company’s shareholders generally. See “Special Factors — Interests of Certain Persons in the Merger” beginning on page 52.

Q:

Who is entitled to vote at the extraordinary general meeting?

​

A:

The Record Date is            , 2026. Only shareholders entered in the register of members of the Company at the close of business in New York on the Record Date or their proxy holders are entitled to vote at the extraordinary general meeting or any adjournment thereof.

​

Q:

What constitutes a quorum for the extraordinary general meeting?

​

A:

One or more shareholders present in person or by proxy representing not less than one-third of all votes attaching to all issued and outstanding Shares will constitute a quorum for the extraordinary general meeting.

​

Q:

How will our directors and executive officers vote on the proposal to authorize and approve the Merger Agreement?

​

A:

Pursuant to the Voting and Support Agreements, the Continuing Shareholders have agreed to vote their Shares in favor of authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger. As of the date of this Proxy Statement, the Continuing Shareholders beneficially own an aggregate of 37,558,217 Class A Shares and 16,788,718 Class B Shares, which represent approximately 53.4% of the total issued and outstanding Shares and approximately 81.2% of the total voting power of the outstanding Shares (in each case excluding (i) Class A Shares reserved for future issuance pursuant to outstanding Company Options granted pursuant to the Share Incentive Plans; (ii) Class A Shares underlying the outstanding Company Warrants; and (iii) Shares issuable to the selected shareholders of the Company within five years from October 28, 2022, upon the occurrence of certain milestones). As of the date of this Proxy Statement, our directors and executive officers who are not Continuing Shareholders or their affiliates beneficially own, in the aggregate, 0.6% of the voting power of the total issued and outstanding Shares. These directors and executive officers have informed us that they intend, as of the date of this Proxy Statement, to vote all their Class A Shares in favor of the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, the Variation of Capital and the Amendment of the M&A. See “Security Ownership of Certain Beneficial Owners and Management of the Company” beginning on page 91 for additional information.

​

Q:

Do any of the Company’s directors or executive officers have interests in the Merger that may differ from those of other shareholders?

​

A:

Yes. Some of the Company’s directors or executive officers have interests in the Merger that may differ from those of other shareholders. See “Special Factors — Interests of Certain Persons in the Merger” beginning on page 52 for a more detailed discussion of how some of the Company’s directors and

​

 

18

 

executive officers have interests in the Merger that are different from, or in addition to, the interests of the Company’s shareholders generally.

Q:

How do I vote if my Class A Shares are registered in my name?

​

A:

If Class A Shares are registered in your name (that is, you do not hold the Class A Shares through a bank or broker) as of the Record Date, you should simply indicate on your proxy card how you want to vote, and sign, scan and deliver your proxy card by email to proxy_card@perfectcorp.com as soon as possible and in any case no later than            , 2026, at             (Taiwan time), the deadline to lodge your proxy card, so that your Class A Shares may be represented and voted at the extraordinary general meeting.

​

Alternatively, you can attend the extraordinary general meeting and vote in person. To attend the extraordinary general meeting, you must present certain documents to verify your identity, such as your identification card or passport and your share certificate (or book entry record for the Uncertificated Shares). If you decide to sign and send in your proxy card, and do not indicate how you want to vote, Class A Shares represented by your proxy will be voted FOR the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, the Variation of Capital and the Amendment of the M&A, FOR the proposal to authorize each of the directors and officers of the Company to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, the Variation of Capital and the Amendment of the M&A, and FOR the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting, unless you appoint a person other than the chairperson of the meeting as proxy, in which case Class A Shares represented by your proxy card will be voted (or not submitted for voting) as your proxy determines.

If your Class A Shares are held by your broker, bank or other nominee, please see below for additional information.

Q:

If my Class A Shares are held in a brokerage, bank or other nominee, will my broker, bank or other nominee vote my Shares on my behalf?

​

A:

Your broker, bank or other nominee will only vote your Shares on your behalf if you instruct it how to vote. Therefore, it is important that you promptly follow the directions provided by your broker, bank or other nominee regarding how to instruct it to vote your Shares. If you do not instruct your broker, bank or other nominee how to vote your Shares that it holds, those Shares will not be voted.

​

Q:

What will happen if I abstain from voting or fail to vote on the proposal to authorize and approve the Merger Agreement?

​

A:

If you abstain from voting, fail to cast your vote in person, fail to return your proxy card in accordance with the instructions set forth on the proxy card, or fail to give voting instructions to your broker, bank, or other nominee, your vote will not be counted; provided that if you are a holder of Class A Shares and submit a signed proxy card without indicating how you wish to vote, the Class A Shares represented by your proxy card will be voted FOR the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, the Variation of Capital and the Amendment of the M&A, FOR the proposal to authorize each of the directors and officers of the Company to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, the Variation of Capital and the Amendment of the M&A, and FOR the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting, unless you appoint a person other than the chairperson of the meeting as proxy, in which case the Class A Shares represented by your proxy will be voted (or not submitted for voting) as your proxy determines.

​

 

19

 

Q:

May I change my vote?

​

A:

Yes. If you are a holder of Class A Shares, you may change your vote in one of the following three ways:

​

•

First, you may revoke a proxy by written notice of revocation, which should be received by the Company at the principal executive office at 14F, No. 98 Minquan Road, Xindian District, New Taipei City 231 Taiwan, Attention: Daniel Lee, at least six hours before the commencement of the extraordinary general meeting.

​

•

Second, you may complete, date, scan and submit a new proxy card bearing a later date than the proxy card sought to be revoked to proxy_card@perfectcorp.com so that it is received by the Company no later than          (Taiwan time) on            , 2026, which is the deadline to lodge your proxy card.

​

•

Third, you may attend the extraordinary general meeting and vote in person. Attendance, by itself, will not revoke a proxy. It will only be revoked if the registered shareholder actually votes at the extraordinary general meeting.

​

If you hold Class A Shares through a broker, bank or other nominee and have instructed the broker, bank or other nominee to vote your Class A Shares, you must follow directions received from the broker, bank or other nominee to change your instructions.

Q:

What should I do if I receive more than one set of voting materials?

​

A:

You may receive more than one set of voting materials, including multiple copies of this Proxy Statement or multiple proxy or voting instruction cards. For example, if you hold your Class A Shares in more than one brokerage, bank or other nominee account, you will receive a separate voting instruction card for each brokerage, bank or other nominee account in which you hold Class A Shares. If you are a holder of record and your Class A Shares are registered in more than one name, you will receive more than one proxy or voting instruction card. Please submit each proxy card and voting instruction card that you receive.

​

Q:

If I am a holder of certificated Class A Shares, should I send in my Class A Share certificates now?

​

A:

No. After the Merger is consummated, you will be sent a form of letter of transmittal with detailed written instructions for exchanging your Class A Share certificates for the Merger consideration. Please do not send in your share certificates now.

​

All holders of uncertificated Class A Shares (i.e., holders whose Class A Shares are held in book entry) will automatically receive their Merger consideration (net of applicable fees and taxes) shortly after the Merger is consummated without any further action required on the part of such holders.

If your Class A Shares are held in “street name” by your broker, bank or other nominee you will receive instructions from your broker, bank or other nominee as to how to effect the surrender of your Class A Shares in exchange for the Merger consideration.

Q:

What happens if I sell my Class A Shares before the extraordinary general meeting?

​

A:

The Record Date for voting at the extraordinary general meeting is earlier than the date of the extraordinary general meeting and the date that the Merger is expected to be consummated. If you transfer your Class A Shares after the Record Date for voting but before the extraordinary general meeting, you will retain your right to vote at the extraordinary general meeting unless you have given, and not revoked, a valid proxy to the person to whom you transfer your Class A Shares, but will transfer the right to receive the Merger consideration in cash without interest and net of any applicable withholding taxes to such person, so long as such person is registered as the owner of such Class A Shares when the Merger is consummated.

​

 

20

 

Q:

Am I entitled to dissenters’ rights?

​

A:

Registered shareholders who have validly exercised and not effectively withdrawn or otherwise lost their rights to dissent from the Merger in accordance with Section 238 of the Cayman Islands Companies Act, will have the right to receive payment of the fair value of their Shares in accordance with Section 238 of the Cayman Islands Companies Act if the Merger is consummated, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 238 of the Cayman Islands Companies Act for the exercise of dissenters’ rights, a copy of which is attached as Annex D to this Proxy Statement. The fair value of each of their Class A Shares as determined under the Cayman Islands Companies Act could be more than, the same as, or less than the Per Share Merger Consideration they would receive pursuant to the Merger Agreement if they do not exercise dissenters’ rights with respect to their Class A Shares.

​

We encourage you to read the section of this Proxy Statement entitled “Dissenters’ Rights” beginning on page 86 as well as “Annex D — Cayman Islands Companies Act (As Revised) — Section 238” to this Proxy Statement carefully and to consult your own Cayman Islands legal counsel if you desire to exercise your dissenters’ rights.

Q:

What do I need to do now?

​

A:

We urge you to read this Proxy Statement carefully, including its annexes, exhibits, attachments and the other documents referred to or incorporated by reference herein and to consider how the Merger affects you as a shareholder. After you have done so, please vote as soon as possible.

​

Q:

Will any proxy solicitors be used in connection with the extraordinary general meeting?

​

A:

We have not retained a third-party service provider to assist in the solicitation process. We will ask banks, brokers and other financial intermediaries to forward our proxy solicitation materials to the beneficial owners of Shares registered in the name of such nominee holders. In addition, proxies may be solicited by mail, in person, by telephone, by internet or by facsimile by certain of our officers, directors and employees. These persons will receive no additional compensation for solicitation of proxies but may be reimbursed for reasonable out-of-pocket expenses. We will pay all expenses of filing, printing and mailing this proxy statement.

​

Q:

Who can help answer my questions?

​

A:

If you have any questions about the Merger or if you need additional copies of this Proxy Statement or the accompanying proxy card, you should contact our Investor Relations Department at +886-2-8667-1265.

​

In order for you to receive timely delivery of any additional copy of this Proxy Statement or the accompanying proxy card in advance of the extraordinary general meeting, you must make your request no later than ten days prior to the date of the extraordinary general meeting.

 

21

 

SPECIAL FACTORS

Background of the Merger

All dates and times referenced in this Background of the Merger refer to Taiwan Time.

The Board and senior management of the Company periodically review the Company’s long-term strategic plans with the goal of maximizing shareholder value. As part of this ongoing process, the Board and Company management also have, from time to time, considered strategic alternatives that may be available to the Company with the objective of increasing shareholder value, including potential commercial and strategic business partnerships, acquisition transactions, new business lines, and capital market events.

From March 2025 through June 2025, the Chairwoman, CIT and Provident Acquisition Holdings Ltd. (“Provident”) had preliminary discussions regarding a possible transaction with the Company, including a possible acquisition of the Company. The discussions of forming a consortium among the Chairwoman, CIT and Provident were preliminary in nature and the parties did not sign a consortium agreement or submit a proposal to the Company to actively pursue a transaction at that time. Provident neither joined the buyer consortium formed by the Chairwoman Parties and CIT on March 18, 2026 in connection with the Proposed Transaction (the “Buyer Consortium”) nor participated in the proposal subsequently submitted by the Buyer Consortium on the same day.

On February 25, 2026, the Chairwoman and CIT considered recent market developments affecting the Company and the Shares and discussed the potential benefits of a going-private transaction in the circumstances where the Company’s long-term value was not being adequately reflected in the public market.

On March 13, 2026, the Chairwoman and CIT reviewed recent public market trends and precedent going-private transactions involving similarly situated companies. The parties discussed that then-current market conditions appeared supportive of making a going-private proposal for the Company.

On March 17, 2026, the Chairwoman and CIT discussed the potential timing of a going-private proposal and preliminarily determined to make a proposal within the following week.

On March 18, 2026, the Chairwoman Parties and CIT signed a consortium agreement, pursuant to which they agreed to participate in a potential going-private transaction involving the Company.

Also on March 18, 2026, the Chairwoman Parties and CIT submitted to the Board a preliminary non-binding proposal letter (the “Proposal”), pursuant to which they proposed to acquire all of the outstanding Shares for US$1.95 in cash per Share (the “Proposed Transaction”). The Proposal stated that the price set forth in the Proposal represented a premium of 44.4% to the closing price of the Shares on March 17, 2026 and a premium of 35.4% and 23.4% to the volume-weighted average closing price during the last 30 and 60 days preceding the Proposal, respectively. The Company issued a press release announcing its receipt of the Proposal and the Proposed Transaction on the same day.

On March 20, 2026, the Chairwoman and CyberLink filed an amendment to the Schedule 13D with the SEC in connection with the Proposal.

On March 23, 2026, the Board held a meeting to discuss the Proposal. During the meeting, the Board determined that it was advisable and in the best interests of the Company and its shareholders as a whole to form a special committee of independent and disinterested directors, and thereby established the Special Committee consisting of Mr. Philip Tsao, Mr. Meng-Shiou (Frank) Lee and Ms. Chung-Hui (Christine) Jih, and approved the remuneration arrangements applicable to the members of the Special Committee. Philip Tsao was elected as chairman of the Special Committee by the members of the Special Committee. On the same day, the Company issued a press release announcing the formation of the Special Committee to evaluate and consider the Proposal and the Proposed Transaction.

On March 27, 2026, the Board, by written resolutions, delegated to the Special Committee exclusive power and authority in connection with its evaluation of the Proposal, including the authority to: (i) discuss and negotiate any terms of the Proposed Transaction; (ii) explore, consider, review and solicit any alternative transactions; (iii) elect not to engage in the Proposed Transaction or any alternative transaction; (iv) negotiate

 

22

 

definitive agreements with respect to the Proposed Transaction or any alternative transaction; and (v) report to the Board its recommendations and conclusions regarding the Proposed Transaction or any alternative transaction. The Board further resolved not to approve or recommend the Proposed Transaction or any alternative transaction to the Company’s shareholders without the favorable recommendation of the Special Committee.

Following its formation, the Special Committee interviewed and evaluated law firms and financial advisory firms to act as its independent legal counsel and financial advisor, respectively. During the course of these interviews and evaluations, the Special Committee evaluated these advisors’ credentials, experience, and independence to serve such roles.

On April 20, 2026, the Special Committee appointed Kroll as its financial advisor and DLA Piper as its international legal counsel, and the Company issued a press release announcing such appointment.

On April 22, 2026, the Special Committee held a telephonic meeting with representatives of DLA Piper and Kroll to discuss, among other things, the Proposed Transaction and the duties and responsibilities of the members of the Special Committee. The Special Committee members and representatives of Kroll and DLA Piper discussed the potential benefits and risks of conducting a “market check” prior to entering into a merger agreement or retaining a “go-shop” right. After discussion and taking into consideration (i) the voting power represented by the Buyer Consortium represented 81.2% of the total voting power of the outstanding Shares such that a third party proposal would not be able to obtain shareholder approval without the support of the members of the Buyer Consortium, and (ii) “market check” is not common in controller-involved going-private transactions, the Special Committee determined that a “market check” should not be conducted unless it can prove to generate any meaningful benefit for the Company and the Unaffiliated Security Holders. Representatives of DLA Piper then reviewed with the Special Committee its authority and fiduciary duties with respect to the Proposed Transaction and certain communication protocols during the negotiation and evaluation of the Proposed Transaction. In the telephonic meeting, DLA Piper also reviewed with the Special Committee, and the Special Committee noted, that the majority-of-the-minority voting requirement is not customary in going-private transactions involving Cayman Islands companies when weighed against the more prevalent procedural protections available, including, among others, an independent special committee, independent counsel and financial advisor, and the appraisal rights available under Cayman Islands law. Representatives of Kroll then described the timetable and process of financial due diligence.

On April 28, 2026, DLA Piper sent an initial draft of the confidentiality agreement to Sullivan & Cromwell, which contemplated the Company, the Chairwoman Parties and CIT as the parties thereto.

On April 30, 2026, Sullivan & Cromwell sent a revised draft of the confidentiality agreement to DLA Piper.

On May 4, 2026, the Special Committee and representatives of DLA Piper and Kroll held a telephonic meeting to discuss the key revisions made by Sullivan & Cromwell to the draft of the confidentiality agreement. The Special Committee instructed DLA Piper to discuss with Sullivan & Cromwell to reflect its positions.

On May 6, 2026, DLA Piper and Sullivan & Cromwell held a telephonic meeting to discuss certain key terms of the confidentiality agreement, including, among other things, the scope and duration of the standstill period and the activities restricted thereunder.

On May 11, 2026, the Special Committee and representatives of DLA Piper and Kroll held a telephonic meeting to discuss the remaining open points of the confidentiality agreement. On the telephonic meeting, the Special Committee also considered and decided to issue a price increase request to the Buyer Consortium following the proposal of Kroll, consistent with customary practice in going-private transactions.

Between May 11, 2026 and May 13, 2026, DLA Piper and Sullivan & Cromwell continued to negotiate, and finalized the substantive terms of, the confidentiality agreement.

On May 12, 2026, at the direction of the Special Committee, Kroll sent a request for an increase in the proposed offer price, citing, among other things, the Company’s potential for revenue and profitability growth in light of its research and development capabilities and increased public awareness of its products.

 

23

 

On May 14, 2026, representatives of Kroll and a representative of the Buyer Consortium held a telephonic meeting to discuss the Special Committee’s price improvement request. The Buyer Consortium reiterated that it was not prepared to increase its proposed offer price as, in the Buyer Consortium’s view, the proposed offer was fair and adequate in light of the significant premium already reflected in the offer and the Buyer Consortium’s view on the Company’s prospective financial performance (among others).

On the same day, Sullivan & Cromwell rejected the price improvement request on behalf of the Buyer Consortium. Among other things, Sullivan & Cromwell cited the trading performance of the Shares, including the premium represented by the offer of US$1.95 per Share relative to the unaffected closing price immediately prior to the Proposal and trading levels following the announcement of the Proposal.

On May 18, 2026, the Special Committee and representatives of DLA Piper and Kroll held a telephonic meeting to discuss the Buyer Consortium’s responses to the price increase request, and the positions in the confidentiality agreement, including the standstill period and the activities restricted thereunder. On the telephonic meeting, DLA Piper also reviewed with the Special Committee the general recourse available to any dissenting shareholders in a going private transaction.

On May 21, 2026, Sullivan & Cromwell proposed to DLA Piper that, in light of the additional time CIT required to complete its review of the confidentiality agreement, the Chairwoman Parties and the Company enter into the confidentiality agreement first, with CIT to enter into its own confidentiality agreement with the Company at a later date. Between May 21, 2026 and May 23, 2026, DLA Piper and Sullivan & Cromwell continued to discuss and exchanged views regarding the implications of this proposed sequencing for the transaction process, including its potential effect on the timing and coordination of the parties’ due diligence and negotiation efforts.

On May 25, 2026, the Special Committee and representatives of DLA Piper and Kroll held a telephonic meeting, in which DLA Piper discussed with the Special Committee on Sullivan & Cromwell’s proposed approach. Following this discussion, the Special Committee determined that the Company would execute the confidentiality agreement with Chairwoman Parties first, with the Chairwoman Parties assuming liability for any activities of CIT inconsistent with the confidentiality agreement, and further determined that, so long as CIT had not executed the confidentiality agreement, the Special Committee would not commence any substantive negotiations with any party.

On May 27, 2026, Sullivan & Cromwell sent an initial draft of the Merger Agreement to DLA Piper. Neither DLA Piper nor the Special Committee was engaged with Sullivan & Cromwell in preparation of the initial draft of the Merger Agreement.

On May 28, 2026, the Chairwoman Parties entered into a confidentiality agreement with the Company on substantially the same terms previously negotiated by DLA Piper and Sullivan & Cromwell, which also reflects the Special Committee’s requirement that (i) the standstill period be of market length with a relatively comprehensive scope of restricted activities thereunder, and (ii) the Chairwoman Parties assume liability for any activities of CIT inconsistent with the confidentiality agreement.

On June 1, 2026, the Special Committee and representatives of DLA Piper and Kroll discussed the execution status of the confidentiality agreement with CIT in a telephonic meeting. Given the lack of clarity as to when CIT would execute the confidentiality agreement, the Special Committee instructed DLA Piper to follow up closely with Sullivan & Cromwell. During the telephonic meeting, Kroll also reported the status of the financial due diligence and valuation model.

On June 4, 2026, CIT entered into a confidentiality agreement with the Company on substantially the same terms as the confidentiality agreement entered into between the Company and the Chairwoman Parties.

On June 5, 2026, Company management sent to Kroll the financial projections prepared by the management team not affiliated with the Buyer Consortium.

From June 6 to July 6, 2026, Kroll conducted meetings and interviews with Company management unaffiliated with the Buyer Consortium in connection with Kroll’s review and analysis of the financial projections. During the meetings, Company management unaffiliated with the Buyer Consortium discussed

 

24

 

the assumptions and methodologies of the financial projections and shared with Kroll its view on the relevant industry, competitive landscape, future strategy of the Company and other aspects of the Company’s business.

On June 8, 2026, representatives of DLA Piper reviewed with the Special Committee and Kroll the key issues contained in the initial draft of the Merger Agreement in a telephonic meeting, including among other things: (i) the exchange of funds, including a hard obligation of the Company to deposit sufficient funds to the paying agent for the Merger consideration and any other payments for the consummation of Proposed Transaction; (ii) the representations and warranties of the Company and Merger Sub, including requiring the Company to represent that it will have sufficient cash to fund the Merger consideration and any other payments for the consummation of Proposed Transaction; (iii) the covenant requiring the Company to take all actions and do all things necessary to ensure the Company has sufficient cash to fund the Merger consideration and any other payments for the consummation of Proposed Transaction; (iv) the interim covenants of the Company; (v) the “no-shop” covenant; (vi) the requirement to hold a shareholders’ meeting in the event the Board changed its recommendation for the Proposed Transaction, the restrictions on the ability of the Board to change its recommendation and/or terminate the Merger Agreement, and the absence of “fiduciary-out” rights on the part of the Company; (vii) the closing conditions, including the depositing of sufficient cash by the Company for the Merger consideration and any other payments for the consummation of Proposed Transaction as a closing condition, and a condition relating to the maximum percentage of shares for which holders could exercise dissenters’ rights; and (viii) the termination fee and reverse termination fee arrangement. The Special Committee agreed to DLA Piper’s recommendations with respect to such key issues, and provided general instructions to DLA Piper to revise the initial draft of the Merger Agreement in accordance with the following principles: (i) provisions inconsistent with the fiduciary duties of the Special Committee were to be revised without further discussion or negotiation with the Buyer Consortium; (ii) provisions inconsistent with market practice, such as certain percentage thresholds and timing arrangements rarely or never seen in comparable transactions, the Special Committee would likewise insist on the market practice; and (iii) provisions the Special Committee considered unreasonable, such as the allocation of certain rights and obligations between the parties, were to be further discussed and negotiated with the Buyer Consortium. In the same telephonic meeting, the Special Committee reviewed with Kroll and DLA Piper the financial projections prepared by the Company’s management team unaffiliated with the Buyer Consortium. Kroll walked through the key items and assumptions of the projections with the Special Committee.

On June 11, 2026, DLA Piper and Sullivan & Cromwell held a telephonic meeting to discuss certain issues identified by DLA Piper in the initial draft of the Merger Agreement, including among others: (i) the Buyer Consortium’s plan to fund the Proposed Transaction with available cash of the Company; (ii) the closing condition relating to the maximum percentage of shares for which holders could exercise dissenters’ rights; (iii) the “no-shop” covenant, (iv) the restrictions on the ability of the Board to change its recommendation and/or terminate the Merger Agreement for fiduciary duty reasons; (v) the amounts of the termination fee and reverse termination fee; and (vi) the operation of the exchange fund, including the treatment of investment losses and unclaimed Merger consideration.

On the same day, Sullivan & Cromwell sent initial drafts of the Chairwoman Support Agreement and the CyberLink Support Agreement to DLA Piper.

On June 12, 2026, a representative of the Buyer Consortium contacted representatives of Kroll and stated that the Buyer Consortium was prepared to increase its proposed offer price from US$1.95 to US$2.00 per Share (the “Revised Proposal”).

On June 15, 2026, the Special Committee reviewed with DLA Piper in a telephonic meeting Sullivan & Cromwell’s feedback to the Special Committee’s positions on certain issues, including among the others, (i) the ultimate funding obligation for the Proposed Transaction, (ii) the closing condition relating to the maximum percentage of shares for which holders could exercise dissenters’ rights, and (iii) the right of the Board to change its recommendation and/or terminate the Merger Agreement for fiduciary duty reasons in connection with a superior proposal and certain intervening events. In the same telephonic meeting, Kroll reviewed with the Special Committee the Buyer Consortium’s willingness to increase the price to US$ 2.00 per share.

 

25

 

On June 18, 2026, DLA Piper sent a revised draft of the Merger Agreement to Sullivan & Cromwell, which reflected its discussions with the Special Committee. Among other things, the revised draft of the Merger Agreement: (i) deleted the representation and closing condition relating to the sufficiency of the Company’s available cash and replaced the cash funding covenant with a cash management covenant; (ii) added provisions requiring Merger Sub to be responsible for funding the Proposed Transaction; (iii) increased the maximum percentage of shares for which holders could exercise dissenters’ rights under the related closing condition; (iv) narrowed the scope of the “no-shop” covenant; (v) added provisions permitting the Board to change its recommendation for the Proposed Transaction and/or terminate the Merger Agreement for fiduciary duty reasons in connection with a superior proposal and certain intervening events occurring after the date of the Merger Agreement and removed the requirement to hold a shareholders’ meeting in the event the Board changed its recommendation for the Proposed Transaction; (vi) increased the reverse termination fee; (vii) required Merger Sub to bear investment losses resulting from the operation of the exchange fund and extended the period applicable to unclaimed Merger consideration; (viii) narrowed the scope of the representations and warranties to be provided by the Company and the interim covenants of the Company and (ix) narrowed the interim covenants of the Company, including by introducing monetary threshold to the interim covenants.

On June 23, 2026, Sullivan & Cromwell sent a revised draft of the Merger Agreement to DLA Piper. Among other things, the revised draft: (i) reinstated the Company’s cash funding covenant and removed the Merger Sub’s cash funding covenant; (ii) lowered the maximum percentage of shares for which holders could exercise dissenters’ rights under the related closing condition; (iii) to preserve deal certainty, expanded the scope of the “no-shop” covenant and limited the circumstances in which the Board could change its recommendation for the Proposed Transaction and/or terminate the Merger Agreement for fiduciary reasons; (iv) lowered the reverse termination fee; and (v) proposed materiality and monetary thresholds to certain representations and warranties and interim covenants of the Company.

On June 24, 2026, Sullivan & Cromwell sent revised drafts of the Voting and Support Agreements to DLA Piper.

On June 25, 2026, Sullivan & Cromwell sent an initial draft of the Limited Guarantee to DLA Piper.

On June 29, 2026, representatives of DLA Piper reviewed with the Special Committee and Kroll in a telephonic meeting the key remaining issues contained in the revised draft of the Merger Agreement, revised drafts of the Voting and Support Agreements and the Limited Guarantee from Sullivan & Cromwell, including among other things, the reinstatement of Company’s cash funding covenant and removal of Merger Sub’s cash funding covenants, and explored with the Special Committee options on such issues. The Special Committee also discussed with DLA Piper the changes in the revised draft of Merger Agreement that expanded the scope of the “no-shop” covenant and limited the circumstances in which the Board could change its recommendation for the Proposed Transaction and/or terminate the Merger Agreement for fiduciary reasons, and determined that these changes did not adversely affect the substance of the protection afforded to the Company. In the same telephonic meeting, Kroll shared with the Special Committee and representatives of DLA Piper the valuation method being used, noting its preliminary observation that the Buyer Consortium’s offer price of US$ 2.00 per Share was likely higher than the estimated range of the per Share value. The Special Committee instructed DLA Piper to continue to finalize the Merger Agreement as well as the other transaction documents with Sullivan & Cromwell.

On the same day, representatives of DLA Piper and Sullivan & Cromwell discussed over a telephone call the remaining key issues in the transaction documents, including, among other things, the Company’s cash funding covenants and the relevant obligations on the part of the Buyer Consortium. On the same day, DLA Piper sent revised drafts of the Voting and Support Agreements and the Limited Guarantee to Sullivan & Cromwell.

On July 1, 2026, DLA Piper sent a revised draft of the Merger Agreement, which draft reflected discussions with the Special Committee, as well as feedback from Company management unaffiliated with the Buyer Consortium with respect to the representations, warranties and interim operating covenants of the Company. Among the others, the revised draft (i) qualified the Company’s cash funding covenant with a best efforts standard and the Company’s right to keep the required level of working capital; (ii) added clarification that the Company had no liability in the event of a shortfall in Company’s available cash at closing for whatever

 

26

 

reason, and the requirement that Merger Sub be responsible for funding such shortfall; (iii) added covenants requiring Merger Sub to cause the Chairwoman not to take or direct any actions that would reasonably be expected to have a material adverse effect on the Company’s ability to maintain certain level of available cash; and (iv) raised the reverse termination fee.

From July 2, 2026 to July 3, 2026, Sullivan & Cromwell and DLA Piper exchanged multiple drafts of the Merger Agreement, the Voting and Support Agreements and the Limited Guarantee, in an effort to resolve the remaining issues in the Merger Agreement. These issues included the clarification of the funding obligation with respect to payments to dissenting shareholders who withdrew or lost their dissenters’ rights and the circumstances in which the reverse termination fee could be triggered.

On July 2, 2026, at DLA Piper’s request, Sullivan & Cromwell sent DLA Piper an initial draft of the Consortium Termination Agreement, reflecting that CIT would cease participating as a member of the Buyer Consortium and instead have a limited and passive role in the Proposed Transaction as a continuing shareholder, with its limited commitments to be documented in the CyberLink Support Agreement.

On July 3, 2026, representatives of DLA Piper reviewed with the Special Committee and Kroll in a telephonic meeting the positions on various issues relating to the Merger Agreement, including the funding obligations and the required cash amount for the Proposed Transaction.

From July 8, 2026 to July 9, 2026, DLA Piper and Sullivan & Cromwell finalized the Merger Agreement and the other transaction documents.

On July 10, 2026, the Special Committee held a telephonic meeting in the morning, together with representatives of DLA Piper and Kroll. At the invitation of the Special Committee, DLA Piper and Kroll gave an overview of the Special Committee’s fiduciary duties with respect to the review and evaluation of the Proposed Transaction. Kroll made a presentation on its valuation analyses of the Company and the Merger consideration proposed by the Buyer Consortium, including a discussion of the valuation methodologies employed by Kroll in its analysis, responded to questions from the Special Committee, and orally delivered its opinion that, as of July 10, 2026, the Merger consideration is fair, from a financial point of view, to the Company’s shareholders (other than the Continuing Shareholders), based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered in preparing its opinion. Kroll indicated that its opinion would be confirmed in writing by delivery of a written opinion dated the same date. DLA Piper then provided an update on the status of the negotiations of the Proposed Transaction and described the key terms of the Merger Agreement and the other transaction documents. After considering the proposed terms of the Merger Agreement and the other transaction agreements and the presentations of DLA Piper and Kroll, including receipt of Kroll’s oral opinion, and taking into account the other factors described below under the section entitled “— Reasons for the Merger and Recommendation of the Special Committee and the Board” beginning on page 28, the Special Committee then unanimously (a) determined that the Merger, on the terms and subject to the conditions set forth in the Merger Agreement and the Plan of Merger, is fair and in the best interests of the Company and its shareholders (other than the Continuing Shareholders), (b) declared it advisable to enter into the Merger Agreement, the Plan of Merger and the transactions contemplated thereby, including the Merger, (c) recommended the approval and authorization of the Merger Agreement, the Plan of Merger and the transactions contemplated thereby, including the Merger, and the transactions contemplated by the Voting and Support Agreements and the Limited Guarantee, by the Board, and (d) recommended that the Board direct the Merger Agreement, the Plan of Merger, and the transactions contemplated thereby, including the Merger, to be submitted to the shareholders of the Company for their authorization and approval, with the recommendation that the shareholders of the Company authorize and approve the Merger Agreement, the Plan of Merger, and the transactions contemplated thereby, including the Merger.

Following the meeting of the Special Committee, the Board convened on July 10, 2026. After considering the proposed terms of the Merger Agreement and the other transaction agreements and Kroll’s opinion provided to the Special Committee as to the fairness, from a financial point of view, of the Merger consideration to be received by the holders of Shares (other than the Excluded Shares, the Continuing Shares and the Dissenting Shares) under the Merger Agreement, and taking into account the other factors described below under “Special Factors — Reasons for the Merger and Recommendation of the Special Committee and the Board” beginning on page 28, the Board: (i) determined that the Merger, upon the terms and subject to the

 

27

 

conditions set forth in the Merger Agreement, is in the best interests of the Company and the Company’s shareholders (other than the Continuing Shareholders), and declared it advisable to enter into the Merger Agreement, the Plan of Merger and the transactions contemplated thereby, including Merger and the transactions contemplated by the Limited Guarantee and the Voting and Support Agreements and the transactions contemplated thereby, including the Merger; (ii) approved the execution, delivery and performance of the Merger Agreement, the Plan of Merger, and the Limited Guarantee and the consummation of the transactions contemplated thereby, including the Merger; and (iii) resolved to direct that the Merger Agreement, the Plan of Merger, the Limited Guarantee and the transactions contemplated thereby be submitted to a vote at an extraordinary general meeting of the shareholders, with the recommendation of the Board that the shareholders of the Company authorize and approve the Merger Agreement, the Plan of Merger, the Limited Guarantee and the transactions contemplated thereby, including the Merger.

After the Board meeting on July 10, 2026, the Company and Merger Sub executed the Merger Agreement. Other transaction documents, including the Voting and Support Agreements, the Limited Guarantee and the Consortium Termination Agreement were executed at the same time.

Later on the same day, the Company issued a press release announcing the execution of the Merger Agreement.

Reasons for the Merger and Recommendation of the Special Committee and the Board

At a meeting on July 10, 2026, the Special Committee, after consultation with its financial advisor and legal counsel, unanimously (a) determined that the Merger, on the terms and subject to the conditions set forth in the Merger Agreement and the Plan of Merger, is fair and in the best interests of the Company and its shareholders (other than the Continuing Shareholders), (b) declared it advisable to enter into the Merger Agreement, the Plan of Merger and the transactions contemplated thereby, including the Merger, (c) recommended the approval and authorization of the Merger Agreement, the Plan of Merger and the transactions contemplated thereby, including the Merger, and the transactions contemplated by the Voting and Support Agreements and the Limited Guarantee, by the Board.

At a meeting on July 10, 2026, the Board, acting upon the unanimous recommendation of the Special Committee, and after each director duly disclosed his/her interests in the Transactions, including the Merger, as required by the memorandum and articles of association of the Company as amended to date and the Cayman Islands Companies Act, (i) determined that the Merger, upon the terms and subject to the conditions set forth in the Merger Agreement, is in the best interests of the Company and the Company’s shareholders (other than the Continuing Shareholders), and declared it advisable to enter into the Merger Agreement, the Plan of Merger and the transactions contemplated thereby, including the Merger, and the transactions contemplated by the Limited Guarantee and the Voting and Support Agreements; (ii) approved the execution, delivery and performance of the Merger Agreement, the Plan of Merger, and the Limited Guarantee and the consummation of the transactions contemplated thereby, including the Merger; and (iii) resolved to direct that the Merger Agreement, the Plan of Merger, the Limited Guarantee and the transactions contemplated thereby be submitted to a vote at an extraordinary general meeting of the shareholders, with the recommendation of the Board that the shareholders of the Company authorize and approve the Merger Agreement, the Plan of Merger, the Limited Guarantee and the transactions contemplated thereby, including the Merger. The Chairwoman and Mr. Huang, after disclosing their respective interest in the Transactions, recused themselves from discussion and voting at the July 10, 2026 meeting of the Board.

In the course of reaching their respective determinations, the Special Committee and the Board considered the following substantive factors and potential benefits of the Merger, which are not listed in any relative order of importance:

•

The Per Share Merger Consideration represents a premium of approximately 48.1% to the closing price of the Company’s Class A ordinary shares on March 17, 2026, the last trading day prior to the Company’s announcement on March 18, 2026 of its receipt of the Proposal from the Buyer Consortium, and a premium of approximately 39.6% to the volume-weighted average closing price of the Company’s Class A ordinary shares during the 30 trading days prior to that announcement;

​

 

28

 

•

The all-cash merger consideration, which will allow the Unaffiliated Security Holders to immediately realize liquidity for their investment and provide them with a specific amount of cash consideration for their Shares;

​

•

The Company Projections, as described below under “— Certain Financial Projections” beginning on page 35;

​

•

The negotiations with respect to the merger consideration and the Special Committee’s determination that, following extensive negotiations with the Buyer Consortium and the increase in the merger consideration by the Buyer Consortium, the Per Share Merger Consideration was the highest price that the Buyer Consortium would agree to pay, with the Special Committee basing its belief on a number of factors, including the duration, tenor and process of negotiations and the experience of the Special Committee’s advisors;

​

•

the financial analysis prepared and reviewed by Kroll, with the Special Committee on July 10, 2026, as well as the oral opinion of Kroll rendered to the Special Committee on July 10, 2026 (which was subsequently confirmed in writing by delivery of Kroll’s written opinion addressed to the Special Committee dated July 10, 2026), that the Per Share Merger Consideration to be received by the holders of Shares (other than the Continuing Shareholders and the Dissenting Shareholders) pursuant to the Merger Agreement is fair, from a financial point of view, to such holders, as of the date of such opinion, based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken, and other matters considered by Kroll in preparing its opinion. See “Special Factors — Opinion of the Special Committee’s Financial Advisor” on page 38;

​

•

the challenges to the Company as a result of macroeconomic headwinds and competitive pressure, in connection with the Company’s B2B and B2C business;

​

•

The challenges to the Company from the rapid rise of AI agents and emerging AI-driven technologies;

​

•

The recognition that, as a privately-held entity, the Company’s management may have greater flexibility to focus on improving the Company’s long-term financial performance without the pressures caused by the public equity market’s valuation of the Company and emphasis on short-term period-to-period performance;

​

•

The recognition that, as an SEC-reporting company, the Company’s management and accounting staff, which comprises a handful of individuals, must devote significant time to SEC reporting and compliance;

​

•

The recognition that, as an SEC-reporting company, the Company is required to disclose a considerable amount of business information to the public, some of which would otherwise be considered proprietary and competitively sensitive and would not be disclosed by a non-reporting company and which potentially may help our actual or potential competitors, customers, lenders and vendors compete against the Company or make it more difficult for the Company to negotiate favorable terms with them, as the case may be;

​

•

The belief of the Special Committee that the terms of the Merger Agreement, including the parties’ representations, warranties and covenants and the conditions to their respective obligations, are reasonable;

​

•

the likelihood that the Merger would be completed based on, among other things (not in any relative order of importance):

​

•

the absence of an express financing condition in the Merger Agreement;

​

•

the likelihood and anticipated timing of completing the Merger in light of the scope of the conditions to completion; and

​

•

the fact the Merger Agreement provides that, in the event of a failure of the Merger to be completed under certain circumstances, Merger Sub will pay the Company a US$ 6 million termination fee and the guarantee of such payment obligation by the Guarantor and reimburse the Company for certain expenses up to a maximum amount of US$ 1.5 million; and

​

•

the Special Committee’s belief that it was unlikely that any transaction with a third party could be completed at this time in light of the Buyer Consortium’s percentage ownership in the Company.

​

 

29

 

In addition, the Special Committee and the Board believed that sufficient procedural safeguards were and are present to ensure that the Merger is procedurally fair to the Unaffiliated Security Holders and to permit the Special Committee and the Board to represent effectively the interests of such Unaffiliated Security Holders. These procedural safeguards, which are not listed in any relative order of importance, are discussed below:

•

the consideration and negotiation of the Merger Agreement was conducted entirely under the control and supervision of the Special Committee, which consists of three independent directors, and the Board delegated to the Special Committee plenary authority to negotiate the transaction and attend to all related matters and processes;

​

•

in considering the Merger, the Special Committee acted solely to represent the interests of the Unaffiliated Security Holders;

​

•

all members of the Special Committee during the entire process were and are independent directors and free from any affiliation with any Participant; in addition, no member of the Special Committee has any financial interest in the Merger that is different from that of the Unaffiliated Security Holders other than (a) their receipt of Board compensation in the ordinary course and Special Committee compensation in connection with their evaluation of the Merger (none of which is contingent upon the completion of the Merger or the Special Committee’s or the Board’s recommendation of the Merger), (b) their indemnification and liability insurance rights under the Merger Agreement, and (c) their right to receive cash consideration with respect to the Company Options that had been granted to them (if any) under the Share Incentive Plans;

​

•

the Special Committee was assisted by its financial and legal advisors in the negotiation with the Buyer Consortium and the evaluation of the Merger;

​

•

the Special Committee was empowered to consider, attend to and take any and all actions in connection with the proposal from the Buyer Consortium and the transactions contemplated thereby from the date the Special Committee was established, and no evaluation, negotiation, or response regarding the transaction or any documentation in connection therewith from that date forward was considered by the Board for authorization and approval until the Special Committee had recommended such action to the Board;

​

•

the terms and conditions of the Merger Agreement were the product of extensive negotiations between the Special Committee and its advisors, on the one hand, and the members of the Buyer Consortium and their advisors, on the other hand;

​

•

the Special Committee regularly held meetings to consider and review the terms of the Merger Agreement and the Merger;

​

•

the Special Committee had no obligation to recommend the authorization and approval of the Merger or any other transaction;

​

•

under the terms of the Merger Agreement, the Company has the ability to consider any proposal regarding a Competing Transaction reasonably likely to lead to a Superior Proposal until the date on which the shareholders of the Company vote upon and authorize and approve the Merger Agreement;

​

•

the Board and the Special Committee have the ability, under certain circumstances, to change, withhold, withdraw, qualify or modify the recommendation of the Board and the Special Committee that the Company’s shareholders vote to authorize and approve the Merger Agreement and the Merger;

​

•

the Company has the ability to terminate the Merger Agreement in connection with a Superior Proposal or an Intervening Event, subject to compliance with the terms and conditions of the Merger Agreement; and

​

•

the availability of dissenters’ rights to the shareholders who comply with all of the required procedures under the Cayman Islands Companies Act for exercising dissenters’ rights, which allow such holders to receive the fair value of their Shares as determined by the Grand Court of the Cayman Islands.

​

The Special Committee and the Board also considered a variety of potentially negative factors concerning the Merger Agreement and the Merger, including the following, which are not listed in any relative order of importance:

 

30

 

•

the fact that the Merger Agreement is not subject to any separate approval by the Unaffiliated Security Holders;

​

•

the fact that the Continuing Shareholders and certain other directors and executive officers of the Company have interests in the Merger that are different from, or in addition to, those of the Unaffiliated Security Holders (see “— Interests of Certain Persons in the Merger” beginning on page 52 for additional information);

​

•

the fact that the Unaffiliated Security Holders will have no ongoing equity participation in the Company following the Merger, and that they will cease to participate in the Company’s future earnings or growth, if any, or to benefit from increases, if any, in the value of the Shares, and will not participate in any potential future sale of the Company to a third party or any potential recapitalization of the Company, which could include a dividend to shareholders;

​

•

the restrictions on the conduct of the Company’s business prior to the completion of the Merger, which may delay or prevent the Company from undertaking business opportunities that may arise or any other action it would otherwise take with respect to the operations of the Company pending the completion of the Merger;

​

•

the risks and costs to the Company if the Merger does not consummate, including the diversion of management and employee attention, potential employee attrition and the potential disruptive effect on the Company’s business and customer relationships;

​

•

the Company may be required, under certain circumstances, to pay Merger Sub a termination fee of US$ 2 million in connection with the termination of the Merger Agreement and reimburse Merger Sub for certain expenses up to a maximum amount of US$ 1.5 million;

​

•

the fact that the Company’s monetary remedy in the event of breach of the Merger Agreement by Merger Sub is limited, under certain circumstances, to the receipt from Merger Sub of a termination fee of US$ 6 million and reimbursement of certain expenses up to a maximum amount of US$1.5 million, and that the Company may not be entitled to such remedy or fees at all if, among other things, any Company Material Adverse Effect (as defined below) occurs or the holders of more than 8% of the outstanding Shares have validly served a written objection before the applicable dissent deadline. (see “The Merger Agreement and Plan of Merger — Termination of the Merger Agreement” beginning on page 81 and “The Merger Agreement and Plan of Merger — Termination Fees and Reimbursement of Expenses” beginning on page 82 for additional information);

​

•

the possibility that the Merger might not be completed and the negative impact of such a public announcement on the Company’s sales and operating results, and the Company’s ability to attract and retain key management, marketing and technical personnel; and

​

•

the taxability of an all-cash transaction to the Unaffiliated Security Holders who are U.S. Holders (as defined under “— Material U.S. Federal Income Tax Consequences”) for U.S. federal income tax purposes, and the taxability of such a transaction to the Unaffiliated Security Holders in other jurisdictions.

​

The foregoing information and factors considered by the Special Committee and the Board are not intended to be exhaustive, but include the material factors considered by the Special Committee and the Board. In view of the wide variety of factors considered by the Special Committee and the Board, neither the Special Committee nor the Board found it practicable to quantify or otherwise assign relative weights to the foregoing factors in reaching its conclusions. In addition, individual members of the Special Committee and the Board may have given different weights to different factors and may have viewed some factors more positively or negatively than others. The Special Committee recommended that the Board authorize and approve, and the Board authorized and approved the Merger Agreement, the Plan of Merger and the consummation of the Transactions, based upon the totality of the information presented to and considered by it.

In the course of reaching its conclusion regarding the fairness of the Merger to the Unaffiliated Security Holders and its decision to recommend the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, the Special Committee considered financial analyses presented by Kroll. These analyses included, among others, a selected public companies and M&A

 

31

 

transactions analysis and a discounted cash flow analysis. All of the material analyses as presented to the Special Committee on July 10, 2026 are summarized under the caption “Special Factors — Opinion of the Special Committee’s Financial Advisor” of this Transaction Statement. The Special Committee expressly adopted these analyses and the opinion of Kroll, among other factors considered, in reaching its determination as to the fairness of the transactions contemplated by the Merger Agreement, including the Merger.

Neither the Special Committee nor the Board considered the liquidation value of Company’s assets because each considers the Company to be a viable going concern business where value is derived from cash flows generated from its continuing operations. In addition, the Special Committee and the Board believe that the value of the Company’s assets that might be realized in a liquidation would be significantly less than its going concern value on the following grounds: (i) the realization of value in a liquidation would involve selling many distinct operating entities and such a process would likely be complex and time consuming and involve substantial costs, as buyers for each asset would need to be found, agreements negotiated and various regulatory approvals would be required, which might delay or impede such a process, (ii) a liquidation of some (but not all) assets would risk leaving unattractive, orphaned assets that would be difficult to monetize and involve substantial costs, (iii) the tax implications in a liquidation are difficult to quantify, and could be significant relative to a sale of the Company as a going concern, and (iv) liquidation value analysis does not take into account any value that may be attributed to the Company’s ability to build and attract new business.

Each of the Special Committee and the Board believes the analyses and additional factors it reviewed provided an indication of the Company’s going-concern value. Each of the Special Committee and the Board also considered the historical market prices of the Shares as described under the caption “Market Price of the Class A Shares, Dividends and Other Matters — Market Price of the Class A Shares” beginning on page 61. Neither the Special Committee nor the Board, however, considered the Company’s net book value, which is defined as total assets minus total liabilities, attributable to the shareholders of the Company, as a factor. The Special Committee and the Board believe that net book value is not a material indicator of the value of the Company as a going concern, as it does not take into account the future prospects of the Company, market conditions, trends in the industry or the business risks inherent in competing with larger companies in the Company’s industry. The Company is not aware of any offers or proposals made by any unaffiliated person, other than the Buyer Consortium, during the past two years for (a) the merger or consolidation of the Company with another company, (b) the sale or transfer of all or substantially all of the Company’s assets or (c) the purchase of all or a substantial portion of the Shares that would enable such person to exercise control of or significant influence over the Company.

In reaching its determination that the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, are fair to and in the best interests of the Company and its shareholders, including the Unaffiliated Security Holders and its decision to authorize and approve, and recommend the authorization and approval by the shareholders of, the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, the Board, on behalf of the Company, considered the analysis and recommendation of the Special Committee and the factors examined by the Special Committee as described above under this section and under the caption “— Background of the Merger,” and adopted such recommendations and analysis. During its consideration of the Merger Agreement and the Transactions, including the Merger, the Board was also aware that some of the Company’s directors and shareholders have interests with respect to the Merger that are, or may be, different from, and/or in addition to those of the Unaffiliated Security Holders generally, as described under the caption “— Interests of Certain Persons in the Merger” beginning on page 52.

Except as discussed in “— Background of the Merger,” “— Reasons for the Merger and Recommendation of the Special Committee and the Board,” and “— Opinion of the Special Committee’s Financial Advisor,” no director who is not an employee of the Company has retained an unaffiliated representative to act solely on behalf of the Unaffiliated Security Holders for purposes of negotiating the terms of the Transactions, including the Merger, and/or preparing a report concerning the fairness of the Transactions, including the Merger.

Position of the Participants as to the Fairness of the Merger

Under the SEC rules governing going-private transactions, each Participant is required to express its, his or her belief as to the fairness of the Merger to the Unaffiliated Security Holders.

 

32

 

Each Participant is making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The views of the Participants as to the fairness of the Merger are not intended to be and should not be construed as a recommendation to any shareholder as to how such shareholder should vote on the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, the Variation of Capital and the Amendment of the M&A. The Participants have interests in the Merger that are different from, and/or in addition to, those of the Unaffiliated Security Holders, including, among other things, the interests of certain Participants in the Surviving Company after the completion of the Merger, the interests of certain Participants under the Voting and Support Agreements and the Limited Guarantee, and the interests of the Management Filing Persons and other executive officers in continued service with the Surviving Company. These interests are described under the section entitled “Special Factors — Interests of Certain Persons in the Merger” beginning on page 52.

The Participants believe that the interests of the Unaffiliated Security Holders were represented by the Special Committee, which negotiated the terms and conditions of the Merger Agreement with the assistance of its independent legal and financial advisors. The Participants did not participate in the deliberations of the Special Committee regarding, and did not receive any advice from the Special Committee’s independent legal or financial advisors as to, the fairness of the Merger to the Unaffiliated Security Holders. Furthermore, the Participants did not themselves undertake a formal evaluation of the fairness of the Merger. No financial advisor provided the Participants with any analysis or opinion with respect to the fairness of the Per Share Merger Consideration to the Unaffiliated Security Holders.

Based on (i) their knowledge and analysis of available information regarding the Company, (ii) their discussions with the Company’s senior management regarding the Company and its business, and (iii) the factors considered by, and findings of, the Special Committee and the Board discussed under the section entitled “Special Factors — Reasons for the Merger and Recommendation of the Special Committee and the Board” beginning on page 28, each Participant believes that the Merger is substantively fair to the Unaffiliated Security Holders based on the following factors, which are not listed in any relative order of importance:

•

the Per Share Merger Consideration of US$2.00 in cash per Share represents a premium of approximately 48.1% to the closing price of the Class A Shares on March 17, 2026, the last trading day prior to the Company’s announcement on March 18, 2026 of its receipt of the Proposal, and a premium of approximately 39.6% to the volume-weighted average closing price of the Company’s Class A Shares during the 30 trading days prior to that announcement;

​

•

the Proposal submitted on March 18, 2026 by the Chairwoman Parties and CIT contemplated a cash acquisition price of US$1.95 per Share, and the Chairwoman Parties subsequently increased the proposed price to US$2.00 per Share following negotiations with the Special Committee and its advisors;

​

•

the consideration to be paid to the Unaffiliated Security Holders in the Merger is all cash, allowing the Unaffiliated Security Holders to immediately realize a certain value for their Shares, without incurring brokerage and other costs typically associated with market sales and without bearing the risks associated with continued ownership of the Company as a public company;

​

•

all members of the Special Committee were and are independent directors and free from any affiliation with any Participant; in addition, none of the Special Committee members is or was an employee of the Company or any of its subsidiaries or affiliates, and none of such directors has any financial interest in the Merger that is different from that of the Unaffiliated Security Holders, other than the members’ receipt of Board compensation and Special Committee compensation, which are not contingent upon the completion of the Merger or the Special Committee’s or the Board’s recommendation, authorization or approval of the Merger, their indemnification and liability insurance rights under the Merger Agreement and any indemnification agreement entered into with the Company, and any right to receive cash consideration with respect to Company Options, if applicable;

​

•

the terms and conditions of the Merger Agreement, the Plan of Merger, the other transaction documents, and the Transactions, including the Merger, were the product of robust negotiation between the Special Committee and its advisors, on the one hand, and the Buyer Consortium and its advisors, on the other hand;

​

 

33

 

•

notwithstanding that the Participants may not rely upon the opinion delivered by Kroll to the Special Committee, the Special Committee received an opinion from Kroll stating that, as of the date of such opinion and based upon and subject to the procedures followed, assumptions made, factors and matters considered and qualifications and limitations on the review undertaken by Kroll as set forth in its opinion, the Per Share Merger Consideration to be received by holders of Class A Shares, other than the Excluded Shares, the Continuing Shares and the Dissenting Shares, was fair, from a financial point of view, to such holders;

​

•

the Special Committee and, upon the unanimous recommendation of the Special Committee, the Board determined that the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, are fair to and in the best interests of the Company and its shareholders, other than the holders of Excluded Shares and Continuing Shares, including the Unaffiliated Security Holders, and recommended approval of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger;

​

•

the Special Committee was empowered to exercise the full power and authority of the Board in connection with the Transactions and related process that the Special Committee determined was necessary or advisable in carrying out and fulfilling its duties and responsibilities;

​

•

the recognition by the Special Committee and the Board that the Special Committee had no obligation to recommend the Transactions;

​

•

the Participants did not participate in or have any influence over the deliberative process of, or the conclusions reached by, the Special Committee or the negotiating positions of the Special Committee;

​

•

the Special Committee and the Board were each fully informed about the extent to which the interests of certain shareholders of the Company who are Participants in the Merger differed from those of the Unaffiliated Security Holders;

​

•

the ability of the Company (subject to certain limitations and restrictions set forth in the Merger Agreement), in certain circumstances relating to an unsolicited, written, bona fide proposal or offer regarding a Competing Transaction and prior to obtaining the Requisite Company Vote, to furnish information to and engage or participate in discussions or negotiations with persons making such proposal or offer if the Special Committee determines in good faith that such proposal or offer constitutes, or could reasonably be expected to result in, a Superior Proposal (subject to certain other conditions, limitations and restrictions set forth in the Merger Agreement);

​

•

the Merger Agreement permits the Company, prior to receipt of the Requisite Company Vote and subject to compliance with the terms and conditions of the Merger Agreement, to terminate the Merger Agreement in order to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, if the Board, upon and adopting the recommendation of the Special Committee and after consultation with its financial advisor and outside legal counsel, determines in good faith that such proposal constitutes a Superior Proposal and that failure to take such action would be inconsistent with its fiduciary duties under applicable Law;

​

•

the Company has the ability, under certain circumstances, to seek specific performance to prevent breaches of the Merger Agreement and to specifically enforce the terms of the Merger Agreement;

​

•

the Merger Agreement requires Merger Sub to pay a reverse termination fee of US$6 million, which is three times the amount of the termination fee payable by the Company to Merger Sub if the Merger Agreement is terminated under certain circumstances; and

​

•

the availability of dissenters’ rights to registered shareholders who comply with all procedures and requirements of Section 238 of the Cayman Islands Companies Act, which allow such shareholders to seek payment of the fair value of their Shares as determined by the Grand Court of the Cayman Islands.

​

The Participants did not consider the liquidation value of the Company because the Participants consider the Company to be a viable going concern and view the trading history of the Class A Shares as an indication of the Company’s going concern value. Accordingly, the Participants did not believe liquidation value to be relevant to a determination as to the fairness of the Merger.

 

34

 

The Participants did not consider net book value, which is an accounting concept, as a material factor because they believed that net book value is not a material indicator of the value of the Company as a going concern but rather is indicative of historical costs and therefore not a relevant measure in the determination as to the fairness of the Merger.

The Participants did not establish, and did not consider, a separate going concern value for the Company as a public company to determine the fairness of the Per Share Merger Consideration to the Unaffiliated Security Holders because they believed that the market price of the Class A Shares before the public announcement of the Proposal reflected the market’s assessment of the Company as a going concern. To the extent that the pre-Merger going concern value was reflected in the pre-announcement trading price of the Class A Shares, the Participants believe that the Per Share Merger Consideration represents a premium to such going concern value.

The Participants are not aware of, and thus did not consider, any offers or proposals made by any unaffiliated person during the past two years for (i) a merger or consolidation of the Company with another company, (ii) the sale or transfer of all or substantially all of the Company’s assets or (iii) the purchase of all or a substantial portion of the Shares that would enable such person to exercise control of or significant influence over the Company, other than as described under “Special Factors — Background of the Merger.”

Other than the opinion of Kroll delivered to the Special Committee, the Participants did not perform or receive any independent reports, opinions or appraisals from any third party related to the Merger, and thus did not consider any such reports, opinions or appraisals in determining the substantive or procedural fairness of the Merger to the Unaffiliated Security Holders.

The foregoing is a summary of the information and factors considered by the Participants in connection with its evaluation of the fairness of the Merger to the Unaffiliated Security Holders, which is not intended to be exhaustive, but is believed by the Participants to include all material factors considered by them. The Participants did not find it practicable to assign, and did not assign, relative weights to the individual factors considered in reaching their conclusion as to the fairness of the Merger to the Unaffiliated Security Holders. Rather, their fairness determination was made after consideration of all of the foregoing factors as a whole.

The Participants believe these factors provide a reasonable basis for their belief that the Merger is both substantively and procedurally fair to the Unaffiliated Security Holders. This belief, however, is not intended to be and should not be construed as a recommendation by the Participants to any shareholder of the Company as to how such shareholder should vote with respect to the authorization and approval of the Merger Agreement, the Plan of Merger and the consummation of the Transactions.

Certain Financial Projections

The Company’s management unaffiliated with the Buyer Consortium does not, as a matter of course, make available to the public future financial projections. However, the Company’s management unaffiliated with the Buyer Consortium provided the prospective financial information set forth below for the fiscal year ended December 31, 2026 through the fiscal year ending December 31, 2030 (the “Company Projections”) to the Special Committee and Kroll, as the financial advisor to the Special Committee, who was authorized by the Special Committee to use and rely upon the Company Projections, including for purposes of its financial analyses of the Per Share Merger Consideration to be paid to the holders of the Shares (other than the Excluded Shares, the Continuing Shares, and the Dissenting Shares) in the Transactions. The Company Projections, which had been prepared based on management’s projection of the Company’s future financial performance and management’s collective best estimates and judgments as of the date provided therein, is the responsibility of and were prepared by the Company’s management unaffiliated with the Buyer Consortium for internal use and were not prepared with a view toward public disclosure or compliance with published guidelines of the SEC regarding forward-looking information or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information.

The projections included in the Company Projections are not a guarantee of performance. They involve significant risks, uncertainties and assumptions. In compiling the projections, management took into account the Company’s historical performance, combined with estimates regarding net revenues, gross profit, operating

 

35

 

expenses and capital expenditures. Although the Company Projections are presented with numerical specificity, they were based on numerous assumptions and estimates as to future events made by management that management believed were reasonable at the time the projections were prepared. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results. In addition, factors such as industry policies and performance, the competitive environment and price competition, the market for the Company’s services, and general business, economic, regulatory, market and financial conditions, all of which are difficult to predict and beyond the control of management, may cause actual future results to differ materially from the results forecasted in these financial projections. The main assumptions underlying the Company Projections are (in no particular order):

•

the Company’s management team will continue to be stable and will be able to successfully implement its strategic plan to generate growth;

​

•

the Company will be able to successfully develop and expand its AI- and AR-powered SaaS platform and related product offerings, including executing its strategic objective to cross-sell across its enterprise (B2B) and consumer (B2C) business lines and to grow its beauty, skincare, hair, jewelry, eyewear and fashion technology solutions, as well as its generative AI features;

​

•

in order to raise the Company’s brand awareness and recognition among global beauty, fashion and technology brands and end consumers, the Company will significantly increase sales and marketing expenses, which will result in lower operating margins;

​

•

in order to improve the accuracy and realism of its virtual try-on, AI facial and skin analysis and generative AI capabilities and to enhance functionality to further meet customers’ needs, the Company will continue to incur research and development costs;

​

•

general and administrative expenses as a percentage of net revenues will decrease due to economies of scale as the Company grows;

​

•

the growth and demand for AI- and AR-powered beauty, fashion and retail technology solutions globally will continue in line with management’s expectations;

​

•

there will be no major changes in existing political, legal, fiscal and economic conditions in the Company’s key markets, including the United States, Europe, Japan, Taiwan, Mainland China and other jurisdictions in which the Company and its customers operate; and

​

•

there will be no material changes to relevant government policies and regulations relating to the Company’s corporate structure, cross-border operations, data privacy and protection (including GDPR, the EU AI Act and comparable regimes), artificial intelligence, and the beauty, fashion and consumer technology industries.

​

The Company Projections do not take into account any circumstances or events occurring after the date that they were prepared. For instance, the Company Projections do not give effect to the completion of the Merger or any changes to the Company’s operations or strategy that may be implemented after the time the projections were prepared. As a result, there can be no assurance that the Company Projections will be realized, and actual results may be significantly different from those contained in the Company Projections.

The Company Projections included in this document have been prepared by, and are the responsibility of, the Company’s management unaffiliated with the Buyer Consortium. Neither the Company’s independent registered public accounting firm, PricewaterhouseCoopers Taiwan, nor any other independent accountants have audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying Company Projections and, accordingly, PricewaterhouseCoopers Taiwan do not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers Taiwan report incorporated by reference in this document relates to the Company’s previously issued financial statements. Such report does not extend to the Company Projections and should not be read to do so. The financial projections included in this Proxy Statement are included solely to give shareholders access to certain information that was made available to the Special Committee and to the Special Committee’s financial advisor and are not included for the purpose of influencing any shareholder to make any investment decision with respect to the Merger, including whether or not to vote in favor of approval of the Merger Agreement or whether or not to exercise dissenters’ rights pursuant to Section 238 of the Cayman Islands Companies Act in respect of his, her or its Shares.

 

36

 

The following table sets forth the Management Projections prepared by the Company’s management unaffiliated with the Buyer Consortium and considered by the Special Committee and Kroll in connection with their analysis of the Proposed Transaction:

Notes:

(1)

“EBIT” means the Company’s earnings before interest and taxes.

​

(2)

Capital expenditures include acquisition of property, plant and equipment.

​

The Special Committee’s financial advisor reviewed certain financial analyses that were based, in part, on the financial projections above; for additional information regarding such analyses, see “— Opinion of the Special Committee’s Financial Advisor” beginning on page 38.

The financial projections and forecasts included in this Proxy Statement should not be considered in isolation or in lieu of the Company’s operating and other financial information determined in accordance with IFRS. See “Financial Information — Selected Historical Financial Information” beginning on page 88.

The financial projections and forecasts included in this Proxy Statement are forward-looking statements. For information on factors that may cause the Company’s future financial results to materially vary, see “Cautionary Note Regarding Forward-Looking Statements” beginning on page 93 and “Item 3. Key Information — D. Risk Factors” included in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025, incorporated by reference into this Proxy Statement.

For the foregoing reasons, as well as the bases and assumptions on which the financial projections and forecasts were compiled, the inclusion of specific portions of the financial projections and forecasts in this Proxy Statement should not be regarded as an indication that the Company, the Special Committee (or its financial advisor) or the Board considers such financial projections or forecasts to be an accurate prediction of future events, and the projections and forecasts should not be relied on as such an indication. No one has made or is making any representation to any shareholders of the Company or anyone else regarding the information included in the financial projections and forecasts discussed above.

NONE OF THE COMPANY OR ITS AFFILIATES, ADVISORS, OFFICERS, DIRECTORS OR REPRESENTATIVES HAS MADE OR MAKES ANY REPRESENTATION TO ANY SHAREHOLDER OR OTHER PERSON REGARDING THE ULTIMATE PERFORMANCE OF THE COMPANY COMPARED TO THE INFORMATION CONTAINED IN THE COMPANY PROJECTIONS OR THAT PROJECTED RESULTS WILL BE ACHIEVED.

BY INCLUDING IN THIS PROXY STATEMENT A SUMMARY OF ITS FINANCIAL PROJECTIONS AND FORECASTS INCLUDED IN THE COMPANY PROJECTIONS, THE COMPANY UNDERTAKES NO OBLIGATIONS TO UPDATE, OR PUBLICLY DISCLOSE ANY UPDATE TO, THESE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THESE PROJECTIONS, EVEN IN THE EVENT THAT ANY OR

 

37

 

ALL OF THE ASSUMPTIONS UNDERLYING THE FINANCIAL PROJECTIONS ARE SHOWN TO BE IN ERROR OR CHANGE, EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE FEDERAL SECURITIES LAW.

Opinion of the Special Committee’s Financial Advisor

Pursuant to the Kroll Engagement Letter, Kroll was retained to serve as the Special Committee’s independent financial advisor and to provide a fairness opinion in connection with the Merger. Kroll is an internationally recognized financial services firm that, among other things, is regularly engaged in the investment banking business, including the valuation of businesses and securities in connection with mergers and acquisitions, underwritings and private placements of securities, and other investment banking services.

At a meeting of the Special Committee on July 10, 2026, Kroll rendered to the Special Committee its oral opinion (which was confirmed in writing by the delivery of Kroll’s written opinion, dated as of July 10, 2026, addressed to the Special Committee), to the effect that, as of that date and based upon and subject to the factors, assumptions, qualifications and limitations set forth in its opinion, the Per Share Merger Consideration to be received by the holders of Class A Shares (other than the Excluded Shares, the Continuing Shares, and the Dissenting Shares) was fair, from a financial point of view, to such holders (without giving effect to any impact of the Merger on any particular holder of Class A Shares other than in their capacity as holders of Class A Shares). No limitations were imposed by the Special Committee upon Kroll with respect to the investigations made or procedures followed by it in rendering its opinion.

The full text of the written opinion of Kroll dated July 10, 2026, which sets forth the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken, is attached as Annex C to this proxy statement and is incorporated herein by reference. The summary of the opinion of Kroll set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The holders of Class A Shares are urged to read the opinion in its entirety. Kroll’s written opinion is addressed to the Special Committee (in its capacity as such), is directed only to the fairness, from a financial point of view, of the Per Share Merger Consideration to be received by the holders of Class A Shares (other than the Excluded Shares, the Continuing Shares, and the Dissenting Shares) and does not constitute a recommendation to any holder of Class A Shares as to how such holder should vote or act with respect to the Merger or any other matter. Kroll did not recommend any specific amount of consideration for the Merger, that any specific amount of consideration constituted the only appropriate consideration for the Merger, or that the Per Share Merger Consideration was the best price possibly attainable under any circumstances. Kroll has consented to the inclusion of its opinion in its entirety, the presentation materials, and the descriptions thereof in this proxy statement and any other filing the Company is required to make with the SEC in connection with the Merger if such inclusion is required by applicable law.

In connection with its opinion, Kroll has made such reviews, analyses and inquiries as it has deemed necessary and appropriate under the circumstances to enable Kroll to render its opinion. Kroll also took into account its assessment of general economic, market and financial conditions, as well as its experience in securities and business valuation, in general, and with respect to similar transactions, in particular. Kroll’s procedures, investigations, and financial analysis with respect to the preparation of its opinion included, but were not limited to, the items summarized below:

•

reviewed the Company’s annual reports and audited financial statements on Form 20-F filed with the Securities and Exchange Commission (“SEC”) for the years ended December 31, 2023 through December 31, 2025 and the Company’s unaudited interim financial statements for the three months ended March 31, 2025 and March 31, 2026 included in the Company’s Form 6-K filings furnished to the SEC;

​

•

reviewed certain unaudited and segment financial information for the Company for the years ended December 31, 2023 through December 31, 2025 and the three months ended March 31, 2024, March 31, 2025, and March 31, 2026, provided to Kroll by the management of the Company and which the management of the Company identified as being the most current financial statements available;

​

•

reviewed a detailed financial projection model for the Company for the years ending December 31, 2026 through December 31, 2030, prepared and provided to Kroll by the management of the Company,

​

 

38

 

upon which Kroll has relied, with the Company’s and the Special Committee’s consent, in performing its analysis (collectively, the “Management Projections”);

•

reviewed other internal documents relating to the history, current operations, and probable future outlook of the Company, provided to Kroll by the management of the Company;

​

•

reviewed a letter dated July 7, 2026 from the management of the Company, which made certain representations as to historical financial information for the Company, the Management Projections and the underlying assumptions of such projections (the “Management Representation Letter”);

​

•

reviewed a draft of the Merger Agreement dated July 7, 2026;

​

•

discussed the information referred to above and the background and other elements of the Merger with the management of the Company;

​

•

discussed with the management of the Company its plans and intentions with respect to the management and operation of the Company’s business;

​

•

reviewed the historical trading price and trading volume of the Shares and the publicly traded securities of certain other companies that Kroll deemed relevant;

​

•

performed certain valuation and comparative analyses using generally accepted valuation and analytical techniques, including a discounted cash flow analysis, an analysis of selected public companies that Kroll deemed relevant, and an analysis of selected transactions that Kroll deemed relevant; and

​

•

conducted such other analyses and considered such other factors as Kroll deemed appropriate.

​

In performing its analyses and rendering its opinion with respect to the Merger, Kroll, with the Company’s and the Special Committee’s consent:

•

relied upon the accuracy, completeness, and fair presentation of all information, data, advice, opinions and representations obtained from public sources or provided to it from private sources, including the management of the Company, and did not independently verify such information;

​

•

relied upon the fact that the Special Committee, the Board of Directors and the Company have been advised by counsel as to all legal matters with respect to the Merger, including whether all procedures required by law to be taken in connection with the Merger have been duly, validly and timely taken, and did not independently verify such information;

​

•

assumed that the Management Projections and any other estimates, evaluations, forecasts and projections furnished to Kroll, including, without limitation, the Management Projections, were reasonably prepared and based upon the best currently available information and good faith judgment of the person(s) furnishing the same, and Kroll expresses no opinion with respect to such estimates, evaluations, forecasts or projections, including, without limitation, the Management Projections, or the underlying assumptions thereof;

​

•

assumed that any existing arrangements between the Company and CIT have been conducted in good faith and on an arm’s-length basis by the Company and CIT.

​

•

assumed that information supplied and representations made by the management of the Company are substantially accurate regarding the Company and the Merger;

​

•

assumed that the representations and warranties made in the Merger Agreement and the Management Representation Letter are substantially accurate;

​

•

assumed that the final versions of all documents reviewed by Kroll in draft form conform in all material respects to the drafts reviewed;

​

•

assumed that there has been no material change in the assets, liabilities (contingent or otherwise), financial condition, results of operations, business, or prospects of the Company since the date of the most recent financial statements and other information made available to Kroll, and that there is no information or facts that would make the information reviewed by Kroll incomplete or misleading;

​

•

assumed that all of the conditions required to implement the Merger will be satisfied and that the Merger will be completed in accordance with the Merger Agreement without any amendments thereto or any waivers of any terms or conditions thereof; and

​

 

39

 

•

assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on the Company or the contemplated benefits expected to be derived in the Merger.

​

To the extent that any of the foregoing assumptions or any of the facts on which Kroll’s opinion is based proves to be untrue in any material respect, Kroll’s opinion cannot and should not be relied upon. Furthermore, in Kroll’s analysis and in connection with the preparation of its opinion, Kroll has made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the Merger.

Kroll has prepared its opinion effective as of July 10, 2026. Its opinion was necessarily based upon market, economic, financial and other conditions as they exist and can be evaluated as of July 10, 2026, and Kroll disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting its opinion which may come or be brought to the attention of Kroll after July 10, 2026.

Kroll did not evaluate the Company’s solvency or conduct an independent appraisal or physical inspection of any specific assets or liabilities (contingent or otherwise). Kroll has not been requested to, and did not, (i) initiate any discussions with, or solicit any indications of interest from, third parties with respect to the Merger, the assets, businesses or operations of the Company, or any alternatives to the Merger, (ii) negotiate the terms of the Merger, and therefore, Kroll has assumed that such terms are the most beneficial terms, from the Company’s perspective, that could, under the circumstances, be negotiated among the parties to the Merger Agreement and the Merger, or (iii) advise the Special Committee or any other party with respect to alternatives to the Merger. Kroll did not undertake an independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which the Company is or may be a party or is or may be subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which the Company is or may be a party or is or may be subject.

Kroll is not expressing any opinion as to the market price or value of the Company’s Shares (or anything else) prior to or after the announcement or the consummation of the Merger. Kroll’s opinion should not be construed as a valuation opinion, credit rating, solvency opinion, an analysis of the Company’s credit worthiness, as tax advice, or as accounting advice. Kroll has not made, and assumes no responsibility to make, any representation, or render any opinion, as to any legal matter.

In rendering its opinion, Kroll was not expressing any opinion with respect to the amount or nature of any compensation to any of the Company’s officers, directors, or employees, or any class of such persons, relative to the Per Share Merger Consideration, or with respect to the fairness of any such compensation.

Kroll’s opinion was furnished for the use and benefit of the Special Committee in connection with its consideration of the Merger. Kroll’s opinion (i) does not address the merits of the underlying business decision to enter into the Merger versus any alternative strategy or transaction; (ii) does not address any transaction related to the Merger; (iii) is not a recommendation as to how the Special Committee, the Board or any other person (including security holders of the Company) should vote or act with respect to any matters relating to the Merger, or whether to proceed with the Merger or any related transaction; and (iv) does not indicate that the Per Share Merger Consideration is the best possibly attainable under any circumstances; instead, it merely states whether the Per Share Merger Consideration in the Merger is within or above a range suggested by certain financial analyses. The decision as to whether to proceed with the Merger or any related transaction may depend on an assessment of factors unrelated to the financial analysis on which its opinion is based. Kroll’s opinion should not be construed as creating any fiduciary duty on the part of Kroll to any party.

Kroll’s opinion is solely that of Kroll, and Kroll’s liability in connection with its opinion shall be limited in accordance with the terms set forth in the Kroll Engagement Letter. Kroll’s opinion is confidential, and its use and disclosure are strictly limited in accordance with the terms set forth in the Kroll Engagement Letter.

Summary of Financial Analysis

Set forth below is a summary of the material analyses performed by Kroll in connection with the delivery of its opinion to the Special Committee. This summary is qualified in its entirety by reference to the full text of Kroll’s opinion, attached hereto as Annex C. While this summary describes the analyses and factors that Kroll

 

40

 

deemed material in its presentation to the Special Committee, it is not a comprehensive description of all analyses and factors considered by Kroll. The preparation of a fairness opinion is a complex process that involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis. In arriving at its opinion, Kroll did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Kroll believes that its analyses must be considered as a whole and that selecting portions of its analyses and of the factors considered by it in rendering the fairness opinion without considering all analyses and factors could create a misleading or incomplete view of the evaluation process underlying its opinion. The conclusion reached by Kroll was based on all analyses and factors taken as a whole, and also on the application of Kroll’s own experience and judgment.

The financial analyses summarized below include information presented in tabular format. In order for Kroll’s financial analyses to be fully understood, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Kroll’s financial analyses.

Discounted Cash Flow Analysis

Kroll performed a discounted cash flow analysis of the projected future unlevered free cash flows attributable to the Company for the fiscal years ending December 31, 2026 through December 31, 2030, with unlevered “free cash flow” defined as cash that is available either to reinvest or to distribute to security holders, which is determined by adjusting EBITDA for taxes, capital expenditures, and changes in working capital. The discounted cash flow analysis was used to determine the net present value of estimated future free cash flows using a weighted average cost of capital as the applicable discount rate. For the purposes of its discounted cash flow analysis, Kroll used and relied upon the Management Projections, which are described in this proxy statement in the section entitled “Special Factors — Certain Financial Projections” beginning on page 35. The costs associated with the Company being a publicly-listed company, as provided by the management of the Company, were excluded from the Management Projections because such costs would likely be eliminated as a result of the Merger.

Kroll estimated the net present value of all cash flows attributable to the Company after fiscal year 2030 (the “Terminal Value”) using a perpetuity growth formula assuming terminal growth rate of 3.0%, which took into consideration an estimate of the expected long-term growth rate of the Taiwan economy and the Company’s business. Kroll used discount rates ranging from 15.0% to 18.0%, reflecting Kroll’s estimate of the Company’s weighted average cost of capital, to discount the projected free cash flows and the Terminal Value. Kroll estimated the Company’s weighted average cost of capital by estimating the weighted average of the Company’s cost of equity (derived using the capital asset pricing model) and the Company’s after-tax cost of debt. Kroll believes that this range of discount rates is consistent with the rate of return that security holders could expect to realize on alternative investment opportunities with similar risk profiles.

Based on these assumptions, Kroll’s discounted cash flow analysis resulted in an estimated enterprise value for the Company of US$24.3 million to US$30.7 million and a range on implied values of the Company’s Share of US$1.85 to US$1.91.

Selected Public Companies and M&A Transactions Analyses

Kroll analyzed selected public companies and selected merger and acquisition transactions for purposes of estimating valuation multiples with which to calculate a range of implied enterprise values of the Company. This collective analysis was based on publicly available information and is described in more detail in the sections that follow. The companies used for comparative purposes in the following analysis were not directly comparable to the Company, and the transactions used for comparative purposes in the following analysis were not directly comparable to the Merger. Kroll does not have access to non-public information from any of the companies used for comparative purposes. Accordingly, a complete valuation analysis of the Company and the Merger cannot rely solely upon a quantitative review of the selected public companies and selected transactions, but involves complex considerations and judgments concerning differences in financial and

 

41

 

operating characteristics of such companies and targets, as well as other factors that could affect their value relative to that of the Company. Therefore, the selected public companies and the selected merger and acquisition transactions analyses are subject to certain limitations.

Selected Public Companies Analysis.   Kroll compared certain financial information of the Company to corresponding data and ratios from publicly traded companies in the software industry that Kroll deemed relevant to its analysis. For purposes of its analysis, Kroll used certain publicly available historical financial data and consensus equity analyst estimates for the selected publicly traded companies. The fourteen companies included in the selected public company analysis were:

B2B Companies:

•

Box, Inc.

​

•

eGain Corporation

​

•

Expensify, Inc.

​

•

Inuvo, Inc.

​

•

Sprinklr, Inc.

​

•

Sprout Social, Inc.

​

•

91APP, Inc.

​

B2C Companies:

•

Bumble Inc.

​

•

Chegg, Inc.

​

•

CyberLink Corp.

​

•

DeNA Co., Ltd.

​

•

Grindr Inc.

​

•

Match Group, Inc.

​

•

Meitu, Inc.

​

Kroll selected these companies for its analysis based on their relative similarity, primarily in terms of business model, to that of the Company.

The tables below summarize certain observed trading multiples and historical and projected financial performance, on an aggregate basis, of the selected public companies. The estimates for 2026 and 2027 in the tables below with respect to the selected public companies were derived based on information for the 12-month periods ending closest to the calendar year ends for which information was available. Data related to the Company’s earnings before interest, taxes, depreciation, and amortization (“EBITDA”) were adjusted for purposes of this analysis to eliminate public company costs and non-recurring income (expenses).

Due to the limited comparability of the selected public companies’ financial metrics relative to the Company, rather than applying a range of selected multiples from a review of the public companies, Kroll reviewed various valuation multiples for the Company implied by the valuation range determined from the discounted cash flow analysis in the context of the Company’s relative size, growth in revenue and profits, profit margins, capital spending and other characteristics that it deemed relevant.

 

42