FORM OF UNDERWRITING AGREEMENT American Depositary Shares Silicon Motion Technology Corporation Representing 26,800,000 Ordinary Shares (par value US$0.01 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • June 24th, 2005 • Silicon Motion Technology CORP • Semiconductors & related devices • New York
Silicon Motion Technology Corporation, a Cayman Islands corporation with limited liability (the “Company”) and certain shareholders of the Company (the “Selling Shareholders”), propose to sell in the United States and outside the United States (the “Offering”) to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representative (the “Representative”) an aggregate of 6,700,000 American depositary shares (“ADSs”; the ADSs so issued and sold are herein called the “Firm ADSs”), each ADS representing four of the Company’s ordinary shares, par value US$0.01 per share (“Shares”), of which 4,300,000 ADSs will be sold by the Company and 2,400,000 ADSs will be sold by the Selling Shareholders. The respective amounts of the Firm ADSs to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto, and the respective amounts to be sold by the Selling Shareholders are set forth opposite their names in Schedule I
