Filing for Tender Offer of Securities of Public Corporation (Translation)

Name of

Offeror

1.

In case the number of total shares tendered is less than the Intended Purchased Shares (50,888,000 shares) but is equal to or greater than 23,566,000 shares representing approximately 30.1% of issued common shares of Ulead, Offeror will purchase all the shares tendered.

In case the number of total shares tendered is below 23,566,000 but is equal to or greater than 17,615,000 shares representing approximately 22.5% of issued common shares of Ulead, Offeror has an option to choose whether to purchase all of the tendered shares and the Offeror will post a public announcement of its decision.

3.

of issued common shares of Ulead, Offeror has an option to choose whether to purchase all of the tendered shares and the Offeror will post a public announcement of its decision.

Other material terms and conditions are as follows:

Shares (50,888,000 shares), the Offeror will purchase from all tendering shareholders on pro rata basis (the total tendered shares divided by the Intended Purchased Shares) up to the whole unit of 1,000 shares. For the fractional shares, the Offeror will purchase on random selection.

If there are remaining shares after the above-mentioned selection, Masterlink will, within five (5) business days (inclusive), return the unpurchased shares from the special TSCD account, Account No. 59200342584) to the TSCD account of the relevant tendered shareholders.

1)

When shareholders made the tender, they are deemed to have consented to the provision by TSCD of their name, address, ID number (or uniform code), etc to MasterLink for the purpose of giving notification or other tender related matters.

¨  Yes

n  None (Skip the following questions in this section)

¨ Yes

n None (Skip the following questions in this section)

Applicable for purchase by overseas Chinese and foreigners of securities of a public company.

Applicable for business combination.

¨  This Case has been cleared by Fair Trade Commission.

Report in this Case has been submitted, pending for approval.

¨  Application/Report in this Case

      has been submitted, pending

      for approval.

Offeror: InterVideo Digital Technology Corp.

Responsible Person: Steve Ro

Address: 6F., 3-2 Yuan Chun Road, NanKong District, Taipei

Tel No. 02-2655-7066

Contact Person: Eugenia Chuang / Jackie Lin, Attorney-at-law, Tsar & Tsai Law Firm

Address: 8F, 245, Hun Hwa S. Road, Section 1, Taipei

Tel No. 02-2781-4111

NT$30 per share.

Tendering shareholders shall bear the securities transaction tax, bank wire transfer fee or postage for delivery of payment check by registered mail and other reasonable and necessary costs regarding payment of the purchase price.

If all the conditions are fulfilled, Masterlink will pay the purchase price by way of wire transfer within 5 business days (including 5^th business day) and the amount to be wired will the purchase price, net of the applicable securities transaction tax, bank wire transfer fee and other relevant costs. Masterlink will pay such applicable tax on behalf of tendering shareholders pursuant to the relevant laws.

If there is an error in account information of the tendering shareholder or any other circumstance which results in incomplete wire transfer, Masterlink will pay the purchase price in form of check (with recipient being specified and endorsement for transfer being prohibited) by registered mail and the amount stated in the check will the purchase price, net of the applicable securities transaction tax, postage, and other relevant costs. Masterlink will pay such applicable tax on behalf of tendering shareholders pursuant to the relevant laws.

The amount stated in the check shall be (the number of purchased shares × purchase price) minus securities transaction tax and postage for registered mail and other reasonable and necessary costs associated with such payment. Masterlink will pay such applicable tax on behalf of tendering shareholders pursuant to the relevant laws.

Please also refer to Other Conditions (III) hereafter.

Masterlink will make the wire transfer of the funds to the tendering shareholders in the bank account registered with the TSCD.

If there is an error in account information of the tendering shareholder or any other circumstance which results in incomplete wire transfer, Masterlink will mail the checks to the address which tendering shareholders registered with their TSCD accounts.

Within 5 business days (including 5^th business day) after the end of Tender Offer Period.

Through TSCD book entry system by transfer from MasterLink’s special TSCD account for this Tender Offer (Account No. 59200342584) to the TSCD account of the Offeror.

In case the number of total shares tendered is less than the Intended Purchased Shares (50,888,000 shares) but is equal to or greater than 23,566,000 shares representing approximately 30.1% of issued common shares of Ulead, the Offeror will purchase all the shares tendered.

If the number of shares tendered exceeds the Intended Purchased Shares (50,888,000 shares), the Offeror will purchase from all tendering shareholders on pro rata basis (the total tendered shares divided by the Intended Purchased Shares) up to the whole unit of 1,000 shares. For the fractional shares, the Offeror will purchase on random selection.

If there are remaining shares after the above-mentioned selection, Masterlink will, within five (5) business days (inclusive), return the unpurchased shares from the special TSCD account for this Tender Offer, Account No. 59200342584) to the TSCD account of the relevant tendered shareholders.

Assisting the Offeror in posting public notice on Masterlink’s designated web site;

accepting the tender of the Target Shares and deliver Tender Offer Circular (including amendments and supplements);

Assisting the payment of the purchase price, transfer or return of the purchased shares and delivery of any notice;

Responding to queries in respect of closing procedure.

For any other queries raised by the shareholders of the Target Company and any other third parties, the Agent’s responsibility is limited to providing contact details of the Offeror.

Business Items

Affiliates

Offeror’s business scope:

F118010 whole sale of information software

F218010 retail sale of information software

F113050 whole sale of office appliance equipments

F213030 retail sale of office appliance equipments

F113070 whole sale of telecom equipments

F213060 retail sale of telecom equipments

F119010 whole sale of electronic equipments

F219010 retail sale of electronic equipments

I301010 information software service

F401010 international trade

I301020 data processing service

I301030 electronic data supply service

Affiliates that meet the definitions under Chapter 6-1 of the Company Law

1.      InterVideo, Inc.¹

2.      Win Sky Holdings Limited²

3.      InterVideo Japan Inc.³

4.      InterVideo BVI Holdings Ltd.⁴

5.      Talent Ease Investment Limited⁵

6.      InterVideo Digital Technology Corp.⁶

Number of

Shares Held

Chairman

Director

Director

Supervisor

Class of

Securities

Number of

Shares

Common

Shares of

Ulead

Trading Record for the Past Six Months Prior to the Filing for Tender Offer

Trading Date

Number of

Shares

Win Sky Holdings Limited

2004.11.2

2004.11.3

2004.11.4

2004.11.5

2004.11.8

2004.11.9

2004.11.10

2004.11.11

2004.11.12

2004.11.15

2004.11.16

2004.11.17

2004.11.18

2004.11.19

2004.11.22

2004.11.23

2004.11.24

2004.11.25

2004.11.26

2004.11.29

2004.11.30

2004.12.7

2004,12.8

2004.12.9

2004.12.10

2004.12.13

2004.12.14

2004.12.15

2004.12.16

2004.12.17

Total

Trading Date

Talent Ease Investment Limited

2004.12.17

2004.12.20

2004.12.21

2004.12.22

2004.12.23

2004.12.24

2004.12.27

2004.12.28

2004.12.29

2004.12.30

2004.12.31

2005.1.3

2005.1.5

2005.1.6

2005.1.7

2005.1.10

2005.1.11

2005.1.12

2005.1.13

2005.1.17

2005.1.18

2005.1.27

2005.2.15

2005.2.16

2005.2.17

2005.2.18

2005.2.21

2005.2.22

2005.2.23

2005.2.24

2005.3.1

2005.3.3

2005.3.4

2005.3.10

total

InterVideo Digital Technology Corp.

Responsible Person: Steve Ro

After the completion of the tender offer, the Offer intends to purchase all of the shares in Strong Ace Limited, a corporate shareholder of Ulead and if such transaction is completed, the Offeror would indirectly own another 1,000,000 shares of Ulead.

After the completion of the tender offer, Offeror, with a view for efficient integration of shareholding, operation, business, financial, organization and human resources, would evaluate the result of this tender offer and such integration to decide whether to further purchase Ulead’s common shares and if so, the timing for such future purchase. The future purchase plan may include but not limited to tender offer and/or any other appropriate manner as permitted under the applicable law.

The future purchase plan may include but not limited to tender offer and/or any other appropriate manner as permitted under the applicable law.

If a tender offer arrangement is used, the Offeror may consider purchase the shares tendered even if the shares tendered reach certain threshold.

¨  No

þ  Yes; Terms of the Plan:

The Offeror will not rule out the possibility that it may consider causing Ulead to merge with it or any of its affiliates or to engage in group restructuring, merger, acquisition or other transaction which may result in Ulead’s liquidation and delisting in the future.

¨  No

þ  Yes; Terms of the Plan:

The Offeror will not rule out the possibility that it may consider causing Ulead to engage in integration with the Offeror or any of its affiliates in terms of operation, business, financial, internal organization and human resource, etc.

The Offeror will not rule out the possibility that it may consider causing Ulead to engage in restructuring, merger, acquisition or other transaction which may result in change of organization

¨  No

þ  Yes; Terms of the Plan:

The Offeror will not rule out the possibility that it may consider causing Ulead to engage in restructuring, merger, acquisition or other transaction or adjustment in operation, business, financial, internal organization or human resource, which may result in change of capital

¨

þ  Yes; Terms of the Plan:

The Offeror will not rule out the possibility that it may consider causing Ulead to re-evaluate its business plan, sales and marketing strategy, promotion plan and research and development, etc. and make adjustment and integration with the Offeror or any of its affiliates.

¨  No

þ  Yes; Terms of the Plan

The Offeror will not rule out the possibility that it may consider causing Ulead to re-evaluate its financial conditions and make

¨  No

þ  Yes; Terms of the Plan:

The Offeror will not rule out the possibility that it may consider causing Ulead to re-evaluate and adjust its business plan, sales and marketing strategy, business promotion and research and development, etc., which may cause suspension of production in certain product lines.

Change of Position:

¨  No

þ  Yes Terms of the Plan:

The Offeror understands from the Public Information Website of the Taiwan Stock Exchange that Ulead schedules to hold its annual shareholders meeting on March 29, 2005 for re-election of new directors and supervisors. The Offeror may seek board seats in such re-election.

If any new director elected in such meeting tenders more than 1/2 of its/his/her shareholding, it/he/she will be discharged automatically and therefore, the Offeror will not rule out possibility that one third (1/3) or more of Ulead’s new directors would be replaced.

Change of Position:

¨  No

þ  Yes Terms of the Plan:

The Offeror understands from the Public Information Website of the Taiwan Stock Exchange that Ulead schedules to hold its annual shareholders meeting on March 29, 2005 for re-election of new directors and supervisors. The Offeror may seek supervisor seats in such re-election.

If any new supervisor elected in such meeting tenders more than 1/2 of its/his/her shareholding, it/he/she will be discharged automatically and therefore, the Offeror will not rule out possibility that one third (1/3) or more of Ulead’s new directors would be replaced.

¨  Retirement, severance with pay

þ  Change of Position

¨  Others

To improve operation efficiency and achieve successful integration, the Offeror will not rule out the possibility to find an appropriate candidate to replace the current general manager upon completion of this Tender Offer; however, it would depend on the then operation conditions and the progress of the integration.

Shareholding before This Tender Offer

Shares to be Purchased though this Tender Offer

Class of
Shares

Number of
Shares

Date of
Acquisition

Class of
Shares

Number of Shares

An aggregate of 50,888,000 common shares representing approximately 65% of issued common shares of Ulead as of this filing date.

In case the number of total shares tendered is less than the Intended Purchased Shares (50,888,000 shares) but is equal to or greater than 23,566,000 shares representing approximately 30.1% of issued common shares of Ulead, Offeror will purchase all the shares tendered.

In case the number of total shares tendered is below 23,566,000 but is equal to or greater than 17,615,000 shares