[AVerMedia] Board of Directors Resolution to Lift Manager's Non-Compete Restriction

1. Date of Board Resolution: 115/06/11 2. Name and Title of Manager Permitted to Engage in Competitive Behavior: Kuo Chung-Sung, CEO, General Manager 3. Scope of Permitted Competitive Behavior: Limited to acts that do not harm the interests of the Company and fall within the Company's business scope. 4. Duration of Permitted Competitive Behavior: During the period of holding the Company's managerial position. 5. Resolution Details (Please explain the voting result according to Article 32 of the Company Act): All attending directors unanimously agreed to approve the resolution as proposed. 6. Name and Title of Manager if the Permitted Competitive Behavior Involves a Mainland China Business Entity (If not a Mainland China business entity, please enter 'Not Applicable'): Kuo Chung-Sung, CEO, General Manager 7. Name and Title of the Mainland China Business Entity Held: AVerMedia Technologies (Shanghai) Co., Ltd., Chairman 8. Address of the Mainland China Business Entity Held: Room 903, Building 2, No. 2388 Chenhang Road, Minhang District, Shanghai, China. 9. Business Scope of the Mainland China Business Entity Held: Sales of computer system equipment and multimedia-related products. 10. Impact on the Company's Financial and Business Operations: No impact on the Company's financial and business operations. 11. If the Manager Invests in the Mainland China Business Entity, Investment Amount and Shareholding Ratio: None 12. Other Matters to be Noted: None