0000898432-16-002733.txt : 20160711 0000898432-16-002733.hdr.sgml : 20160711 20160711161400 ACCESSION NUMBER: 0000898432-16-002733 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20160711 DATE AS OF CHANGE: 20160711 GROUP MEMBERS: CHANG, JR-NENG GROUP MEMBERS: CHUN MEI CHEN DE CHANG GROUP MEMBERS: LEE FU CHI GROUP MEMBERS: LIN, YUNG-CHIEH GROUP MEMBERS: MIDDLESEX HOLDINGS CORP INC GROUP MEMBERS: NUTRONICS TECHNOLOGY CORP GROUP MEMBERS: RICH DRAGON CONSULTANTS LTD GROUP MEMBERS: UNIGLOBE SECURITIES LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Actions Semiconductor Co., Ltd. CENTRAL INDEX KEY: 0001342068 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81375 FILM NUMBER: 161762247 BUSINESS ADDRESS: STREET 1: NO.1, KE JI SI ROAD, STREET 2: HI-TECH ZONE CITY: ZHUHAI, GUANGDONG STATE: F4 ZIP: 519085 BUSINESS PHONE: (86-756) 339-2353 MAIL ADDRESS: STREET 1: NO.1, KE JI SI ROAD, STREET 2: HI-TECH ZONE CITY: ZHUHAI, GUANGDONG STATE: F4 ZIP: 519085 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Supernova Investment Inc. CENTRAL INDEX KEY: 0001668707 IRS NUMBER: 000000000 STATE OF INCORPORATION: O4 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ROOM 906, 9F, NO. 2, LANE 150, SEC. 5 STREET 2: XINYI ROAD, XINYI DISTRICT CITY: TAIPEI CITY STATE: F5 ZIP: 100 BUSINESS PHONE: 886-2-2723-0099 MAIL ADDRESS: STREET 1: LEVEL 3, ALEXANDER HOUSE, 35 CYBERCITY STREET 2: EBENE MAURITIUS CITY: CYBERCITY STATE: O4 ZIP: 72201 FORMER COMPANY: FORMER CONFORMED NAME: Supernova Investment Ltd. DATE OF NAME CHANGE: 20160304 SC 13D/A 1 sc-13da.htm
 
UNITED STATES
 
 
SECURITIES AND EXCHANGE
COMMISSION
 
 
Washington, D.C. 20549
 
 
 
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Actions Semiconductor Co., Ltd.
(Name of Issuer)

Ordinary Shares, Par Value US$0.000001 per share
 (Title of Class of Securities)

00507E107
 (CUSIP Number)
Niccolo CHEN
Room 906, 9/F No.2, Lane 150, Sec. 5 Xinyi Road
Xinyi District
Taipei City 110
Taiwan (Republic of China)
Tel No. (886) 227 585 565 ext 511
With a copy to:

Virginia Tam
K&L Gates LLP
44th Floor, Edinburgh Tower, The Landmark
15 Queen’s Road Central
Hong Kong
Tel. No. (852) 2230 3535
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 8, 2016
 (Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 

CUSIP No. 00507E107
 
1.
Names of Reporting Persons
 
Middlesex Holdings Corporation Inc
 
2.
Check the Appropriate Box if a Member of a Group
   
(a)
   
(b)
 
3.
SEC Use Only
 
4.
Source of Funds
OO
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     
 
6.
Citizenship or Place of Organization
British Virgin Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
12,497,999 ordinary shares (1).  Mr. LIN, Yung-Chieh may also be deemed to have sole voting power with respect to the foregoing shares.
8.
Shared Voting Power
-0-
9.
Sole Dispositive Power
12,497,999 ordinary shares (1). Mr. LIN, Yung-Chieh may also be deemed to have sole dispositive power with respect to the foregoing shares.
10.
Shared Dispositive Power
-0-
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
12,497,999 ordinary shares
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares  
 
13.
Percent of Class Represented by Amount in Row (11)
5.64%(2)
 
14.
Type of Reporting Person
CO
           

--
(1) In the form of 1,186,553 ordinary shares and 1,885,241 American depository shares, each representing six ordinary shares.

(2) Based on 221,624,914 ordinary shares (excluding the number of ADSs repurchased) of the Issuer outstanding as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2016.


CUSIP No. 00507E107
 
1.
Names of Reporting Persons
 
LIN, Yung-Chieh
 
2.
Check the Appropriate Box if a Member of a Group
   
(a)
   
(b)
 
3.
SEC Use Only
 
4.
Source of Funds
OO
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     
 
6.
Citizenship or Place of Organization
Republic of China
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
12,497,999 ordinary shares (1). Middlesex Holdings Corporation Inc may also be deemed to have sole voting power with respect to the foregoing shares.
8.
Shared Voting Power
-0-
9.
Sole Dispositive Power
12,497,999 ordinary shares (1). Middlesex Holdings Corporation Inc may also be deemed to have sole dispositive power with respect to the foregoing shares.
10.
Shared Dispositive Power
-0-
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
12,497,999 ordinary shares
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares  
 
13.
Percent of Class Represented by Amount in Row (11)
5.64%(2)
 
14.
Type of Reporting Person
IN
           

--
(1) In the form of 1,186,553 ordinary shares and 1,885,241 American depository shares, each representing six ordinary shares.

(2) Based on 221,624,914 ordinary shares (excluding the number of ADSs repurchased) of the Issuer outstanding as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2016.


CUSIP No. 00507E107
 
1.
Names of Reporting Persons
 
Rich Dragon Consultants Limited
 
2.
Check the Appropriate Box if a Member of a Group
   
(a)
   
(b)
 
3.
SEC Use Only
 
4.
Source of Funds
OO
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     
 
6.
Citizenship or Place of Organization
British Virgin Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
12,540,000 ordinary shares. Mr. CHANG Jr-Neng may also be deemed to have sole voting power with respect to the foregoing shares.
8.
Shared Voting Power
-0-
9.
Sole Dispositive Power
12,540,000 ordinary shares. Mr. CHANG Jr-Neng may also be deemed to have sole dispositive power with respect to the foregoing shares.
10.
Shared Dispositive Power
-0-
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
12,540,000 ordinary shares
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares  
 
13.
Percent of Class Represented by Amount in Row (11)
5.66%(1)
 
14.
Type of Reporting Person
CO
           

--
(1) Based on 221,624,914 ordinary shares (excluding the number of ADSs repurchased) of the Issuer outstanding as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2016.


CUSIP No. 00507E107
 
1.
Names of Reporting Persons
 
CHANG Jr-Neng
 
2.
Check the Appropriate Box if a Member of a Group
   
(a)
   
(b)
 
3.
SEC Use Only
 
4.
Source of Funds
OO
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     
 
6.
Citizenship or Place of Organization
Republic of China
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
12,540,000 ordinary shares. Mr. CHANG Jr-Neng may also be deemed to have sole voting power with respect to the foregoing shares.
8.
Shared Voting Power
-0-
9.
Sole Dispositive Power
12,540,000 ordinary shares. Mr. CHANG Jr-Neng may also be deemed to have sole dispositive power with respect to the foregoing shares.
10.
Shared Dispositive Power
-0-
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
12,540,000 ordinary shares
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares  
 
13.
Percent of Class Represented by Amount in Row (11)
5.66%(1)
 
14.
Type of Reporting Person
IN
           

--
(1) Based on 221,624,914 ordinary shares (excluding the number of ADSs repurchased) of the Issuer outstanding as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2016.


CUSIP No. 00507E107
 
1.
Names of Reporting Persons
 
Nutronics Technology Corporation
 
2.
Check the Appropriate Box if a Member of a Group
   
(a)
   
(b)
 
3.
SEC Use Only
 
4.
Source of Funds
OO
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     
 
6.
Citizenship or Place of Organization
British Virgin Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
12,550,656 ordinary shares. Mr. LEE Fu Chi may also be deemed to have sole voting power with respect to the foregoing shares.
8.
Shared Voting Power
-0-
9.
Sole Dispositive Power
12,550,656 ordinary shares. Mr. LEE Fu Chi may also be deemed to have sole dispositive power with respect to the foregoing shares.
10.
Shared Dispositive Power
-0-
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
12,550,656 ordinary shares
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares  
 
13.
Percent of Class Represented by Amount in Row (11)
5.66%(1)
 
14.
Type of Reporting Person
CO
           

--
(1) Based on 221,624,914 ordinary shares (excluding the number of ADSs repurchased) of the Issuer outstanding as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2016.


CUSIP No. 00507E107
 
1.
Names of Reporting Persons
 
LEE Fu Chi
 
2.
Check the Appropriate Box if a Member of a Group
   
(a)
   
(b)
 
3.
SEC Use Only
 
4.
Source of Funds
OO
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     
 
6.
Citizenship or Place of Organization
New Zealand
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
12,550,656 ordinary shares. Nutronics Technology Corporation may also be deemed to have sole voting power with respect to the foregoing shares.
8.
Shared Voting Power
-0-
9.
Sole Dispositive Power
12,550,656 ordinary shares. Nutronics Technology Corporation may also be deemed to have sole dispositive power with respect to the foregoing shares.
10.
Shared Dispositive Power
-0-
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
12,550,656  ordinary shares
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares  
 
13.
Percent of Class Represented by Amount in Row (11)
5.66%(1)
 
14.
Type of Reporting Person
IN
           

--
(1) Based on 221,624,914 ordinary shares (excluding the number of ADSs repurchased) of the Issuer outstanding as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2016.


CUSIP No. 00507E107
 
1.
Names of Reporting Persons
   
Uniglobe Securities Limited
 
2.
Check the Appropriate Box if a Member of a Group
   
(a)
   
(b)
 
3.
SEC Use Only
 
4.
Source of Funds
OO
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     
 
6.
Citizenship or Place of Organization
British Virgin Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
13,128,371 ordinary shares. Mr. Chun Mei CHEN De Chang may also be deemed to have sole voting power with respect to the foregoing shares.
8.
Shared Voting Power
-0-
9.
Sole Dispositive Power
13,128,371 ordinary shares. Mr. Chun Mei CHEN De Chang may also be deemed to have sole dispositive power with respect to the foregoing shares.
10.
Shared Dispositive Power
-0-
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
13,128,371  ordinary shares
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares  
 
13.
Percent of Class Represented by Amount in Row (11)
5.92%(1)
 
14.
Type of Reporting Person
CO
           

--
(1) Based on 221,624,914 ordinary shares (excluding the number of ADSs repurchased) of the Issuer outstanding as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2016.


CUSIP No. 00507E107
 
1.
Names of Reporting Persons
  
Chun Mei CHEN De Chang
 
2.
Check the Appropriate Box if a Member of a Group
   
(a)
   
(b)
 
3.
SEC Use Only
 
4.
Source of Funds
OO
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     
 
6.
Citizenship or Place of Organization
Dominican Republic
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
13,128,371 ordinary shares. Uniglobe Securities Limited may also be deemed to have sole voting power with respect to the foregoing shares.
8.
Shared Voting Power
-0-
9.
Sole Dispositive Power
13,128,371 ordinary shares. Uniglobe Securities Limited may also be deemed to have sole dispositive power with respect to the foregoing shares.
10.
Shared Dispositive Power
-0-
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
13,128,371  ordinary shares
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares  
 
13.
Percent of Class Represented by Amount in Row (11)
5.92%(1)
 
14.
Type of Reporting Person
IN
           

--
(1) Based on 221,624,914 ordinary shares (excluding the number of ADSs repurchased) of the Issuer outstanding as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2016.


Item 1.           Security and Issuer

This Amendment amends and supplements the Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) by and among Surrey Glory Investments Limited, Chang Yung Sen, Supernova Investment Inc., Chen, Hsuan-Wen (aka Niccolo Chen), Tongtong Investment Holding Co., Ltd., Lee, Yun-Chin, Perfectech International Ltd, Lewis Chi-Tak Lo, Allpremier Investment Ltd, Ma Yingna, Octovest International Holding Co., Ltd., Pan, I-Ming (aka Robin Pan), Ventus Corporation, and Tang Hsin (collectively the “Original Reporting Persons”) on May 23, 2016 relating to the ordinary shares, par value $0.000001 per share (the “Original Statement”) of the Issuer. American depositary shares (“ADSs”), each representing six Ordinary Shares of the Issuer are trading on the NASDAQ Global Market.  The address of the principal executive offices of the Issuer is No. 1, Ke Ji Si Road, Technology Innovation Coast of Hi-Tech Zone, Zhuhai, Guangdong, 519085, the People’s Republic of China.

Except as provided herein, this statement does not modify any of the information previously reported on the Original Statement. Capitalized terms not otherwise defined herein shall have their respective meanings given to them in the Original Statement.

Item 2.           Identity and Background

Item 2 is hereby amended by adding the following corporate entities and their respective control persons (the “Additional Reporting Persons”) to the list of Holding Companies and Controlling Persons in the Original Statement:

Holding Companies:

 
Name
Jurisdiction of incorporation
8
Middlesex Holdings Corporation Inc (“Middlesex”)
British Virgin Islands
9
Rich Dragon Consultants Limited (“Rich Dragon”)
British Virgin Islands
10
Nutronics Technology Corporation (“Nutronics”)
British Virgin Islands
11
Uniglobe Securities Limited (“Uniglobe”)
British Virgin Islands

Controlling Persons:

 
Name
Citizenship
8
LIN, Yung-Chieh
Republic of China
9
CHANG Jr-Neng
Republic of China
10
LEE Fu Chi
New Zealand
11
Chun Mei CHEN De Chang
Dominican Republic
  
Item 5.           Interest in Securities of the Issuer

Item 5 is hereby amended by adding the following to the table setting forth each Reporting Person’s interest in the securities of the Issuer:


 
 
Name of Reporting Person
Ordinary Shares in which the Reporting Person has shared voting and dispositive power*
 
Beneficial Ownership Percentage
8
Middlesex
12,497,999
5.64%
8a
LIN, Yung-Chieh
12,497,999
5.64%
9
Rich Dragon
12,540,000
5.66%
9a
CHANG Jr-Neng
12,540,000
5.66%
10
Nutronics
12,550,656
5.66%
10a
LEE Fu Chi
12,550,656
5.66%
11
Uniglobe
13,128,371
5.92%
11a
Chun Mei CHEN De Chang
13,128,371
5.92%


* including ordinary shares and underlying ADSs.

Item 6.          Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The following is hereby added after the second paragraph in Item 6 of the Original Statement:

“On July 8, 2016, Middlesex, Rich Dragon, Nutronics, and Uniglobe executed and delivered a Deed of Adherence to the Consortium Agreement, pursuant to which each of Middlesex, Rich Dragon, Nutronics, and Uniglobe became a party to the Consortium Agreement and thus a member of the Consortium. Copies of the Deeds of Adherence executed and delivered by Middlesex, Rich Dragon, Nutronics, and Uniglobe are attached hereto as Exhibits 4, 5, 6 and 7 respectively, and are incorporated herein by reference.”

On July 8, 2016, the Original Reporting Persons and Additional Reporting Persons entered into a Joinder Agreement (the “Joinder Agreement”) to the Joint Filing Agreement, as defined and described in the Schedule 13D, pursuant to which they agreed to be bound by the terms and conditions set forth therein, including, among other things, the joint filing on behalf of each party of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer.  A copy of the Joinder Agreement is attached hereto as Exhibit 8 and is incorporated herein by reference.”

Item 7.           Material to Be Filed as Exhibits
 
Item 7 of the Original Statement is hereby amended and supplemented to add the following exhibits:

Exhibit 4
Deed of Adherence to the Consortium Agreement by and between Middlesex, Rich Dragon, Nutronics and Uniglobe dated July 8, 2016.
 
Exhibit 5
 
Joinder Agreement to the Joint Filing Agreement by and between the Original Reporting Persons and the Additional Reporting Persons, dated July 8, 2016.
 


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
July 8, 2016
SURREY GLORY INVESTMENTS LIMITED



By:  /s/ CHANG Yung Sen                                                      
Name: CHANG Yung Sen
Its: Sole director


CHANG YUNG SEN




  /s/ CHANG Yung Sen                                                           


SUPERNOVA INVESTMENT INC.



By:  /s/ CHEN, Hsuan-Wen                                                     
Name: CHEN, Hsuan-Wen (aka Niccolo CHEN)
Its: Sole director


CHEN, HSUAN-WEN (aka NICCOLO CHEN)
 
 
 
 
 /s/ CHEN, Hsuan-Wen                                                          
                                                                                                                       




TONGTONG INVESTMENT HOLDING CO., LTD.



By:  /s/ LEE, Yun-Chin                                                             
Name: LEE, Yun-Chin
Its: Sole director


LEE, YUN-CHIN




  /s/ LEE, Yun-Chin                                                                  

PERFECTECH INTERNATIONAL LTD



By:  /s/ Lewis Chi-Tak LO                                                      
Name: Lewis Chi-Tak LO
Its: Sole director


LEWIS CHI-TAK LO




  /s/ Lewis Chi-Tak LO                                                             

ALLPREMIER INVESTMENT LTD



By:  /s/ MA Yingna                                                                 
Name: MA Yingna
Its: Sole director


MA YINGNA



  /s/ MA Yingna                                                                       

OCTOVEST INTERNATIONAL HOLDING CO., LTD.



By:  /s/ PAN, I-Ming                                                                
Name: PAN, I-Ming (aka Robin PAN)
Its: Sole director


PAN, I-MING (aka Robin PAN)



  /s/ PAN, I-Ming                                                                     

VENTUS CORPORATION



By:  /s/ TANG Hsin                                                                   
Name: TANG Hsin
Its: Sole director


TANG HSIN

 


  /s/ TANG Hsin                                                                       
 
 
MIDDLESEX HOLDINGS CORPORATION INC



By:  /s/ LIN, Yung-Chieh                                                         
Name: LIN, Yung-Chieh
Its: Sole director


LIN, YUNG-CHIEH

 

  /s/ LIN, Yung-Chieh                                                               


RICH DRAGON CONSULTANTS LIMITED



By:  /s/ Chang, Jr-Neng                                                            
Name: Chang, Jr-Neng
Its: Sole director


CHANG JR-NENG


  /s/ Chang, Jr-Neng                                                                  
 
 
NUTRONICS TECHNOLOGY CORPORATION



By:  /s/ LEE Fu Chi                                                                    
Name: LEE Fu Chi
Its: Sole director


LEE FU CHI
 


  /s/ LEE Fu Chi                                                                          
 
 
UNIGLOBE SECURITIES LIMITED



By:  /s/ CHUN MEI CHEN DE CHANG                                
Name: CHUN MEI CHEN DE CHANG
Its: Sole director


CHUN MEI CHEN DE CHANG

 
                                   /s/ CHUN MEI CHEN DE CHANG                                       
 


ANNEX A
BUSINESS ADDRESSES, EXECUTIVE OFFICERS AND DIRECTORS
OF THE REPORTING PERSONS
 
I.
HOLDING COMPANIES
   
  Section I of Annex A is hereby amended by adding the following to the end of item 7 of the table of Holding Companies thereof:
 
8
MIDDLESEX
 
The business address of Middlesex is No. 9, Ln. 456, Sec. 2, Chenggong Rd., Neihu Dist., Taipei City 114, Taiwan (Republic of China).
 
Middlesex’s sole director is Mr. LIN, Yung-Chieh, whose principal occupation and citizenship are set forth below. Mr. LIN shares the same business address with Middlesex.
 
9
RICH DRAGON
 
The business address of Rich Dragon is 13F, No. 88, Sec. 1, Liujia 1st Rd., Zhubei City, Hsinchu County 302, Taiwan (Republic of China).
 
Rich Dragon’s sole director is Mr. CHANG Jr-Neng, whose principal occupation and citizenship are set forth below. Mr. CHANG shares the same business address with Rich Dragon.
 
10
NUTRONICS
 
The business address of Nutronics is 1 Dunn Road, Panmure, Auckland 1072, New Zealand.
 
Nutronics’ sole director is Mr. LEE Fu Chi, whose principal occupation and citizenship are set forth below. Mr. LEE shares the same business address with Nutronics.
     
11
UNIGLOBE
 
The business address of Uniglobe is No. 70, Hatuey Street, Los Maestros City, Santo Domingo, Dominican Republic.
 
Uniglobe’s sole director is Mr. Chun Mei CHEN De Chang, whose principal occupation and citizenship are set forth below. Mr. CHEN shares the same business address with Uniglobe.
    
II.
CONTROLLING PERSONS
    
  Section II of Annex A is hereby amended by adding the following to the end thereof:

 
 

8a
LIN, Yung-Chieh
 
       
 
Business Address
 
Principal Occupation
 
Citizenship
 
No. 9, Ln. 456, Sec. 2
Chenggong Rd., Neihu Dist.
Taipei City 114, Taiwan (Republic of China)
 
 
 
Entrepreneur
 
 
Republic of China
 
9a
CHANG Jr-Neng
 
       
 
Business Address
 
Principal Occupation
 
Citizenship
 
13F, No. 88, Sec. 1
Liujia 1st Rd., Zhubei City
Hsinchu County 302, Taiwan
(Republic of China)
 
 
 
Entrepreneur
 
 
Republic of China
 
10a
LEE Fu Chi
 
       
 
Business Address
 
Principal Occupation
 
Citizenship
 
1 Dunn Road
Panmure
Auckland 1072
New Zealand
 
 
 
Entrepreneur
 
 
New Zealand
 
11a
Chun Mei CHEN De Chang
 
       
 
Business Address
 
Principal Occupation
 
Citizenship
 
No. 70, Hatuey Street
Los Maestros City, Santo Domingo
Dominican Republic
 
Entrepreneur
 
 
Dominican Republic
 



EXHIBIT INDEX
Exhibit 7.01
Joint Filing Agreement by and between the Reporting Persons, dated May 18, 2016.*

Exhibit 7.02
Consortium Agreement by and among the Holding Companies, dated May 18, 2016.*

Exhibit 7.03
Proposal Letter to the board of directors of the Issuer from Supernova, dated May 19, 2016.*

Exhibit 7.04
Deed of Adherence to the Consortium Agreement by and between Middlesex, Rich Dragon, Nutronics and Uniglobe dated July 8, 2016.

Exhibit 7.05
Joinder Agreement to the Joint Filing Agreement by and between the Original Reporting Persons and the Additional Reporting Persons, dated July 8, 2016.

*Previously filed.


EX-7.04 2 exh-704.htm
THIS ADHERENCE AGREEMENT (this “Agreement”) is entered into on July 8, 2016 between:
(1)
MIDDLESEX HOLDINGS CORPORATION INC, a limited liability company organized and existing under the laws of the British Virgin Islands with its registered address at Jipfa Building, 3rd Floor, 142 Main Street, Road Town, Tortola, British Virgin Islands;
(2)
RICH DRAGON CONSULTANTS LIMITED, a limited liability company organized and existing under the laws of the British Virgin Islands with its registered address at Jipfa Building, 3rd Floor, 142 Main Street, Road Town, Tortola, British Virgin Islands;
(3)
NUTRONICS TECHNOLOGY CORPORATION, a limited liability company organized and existing under the laws of the British Virgin Islands with its registered address at Jipfa Building, 3rd Floor, 142 Main Street, Road Town, Tortola, British Virgin Islands; and
(4)
UNIGLOBE SECURITIES LIMITED, a limited liability company organized and existing under the laws of the British Virgin Islands with its registered address at Akara Building, 24 De Castro Street, Road Town, Tortola, British Virgin Islands.
(each a “New Member”)
RECITALS:
WHEREAS, on May 18, 2016, the parties listed at Annex A (the “Existing Parties”) entered into a consortium agreement (the “Consortium Agreement”) and proposed to undertake a transaction (the “Transaction”) with respect to Actions Semiconductor Co., Ltd. (the “Target”), a company incorporated under the laws of the Cayman Islands and listed on Nasdaq Global Market (“Nasdaq”), pursuant to which the Target would be acquired, delisted from Nasdaq, and deregistered under the United States Securities Exchange Act of 1934, as amended.
WHEREAS, additional members may be admitted to the Consortium pursuant to Section 1.04 of the Consortium Agreement.
WHEREAS, the New Members now wish to participate in the Transaction contemplated under the Consortium Agreement, to sign this Agreement, and to be bound by the terms of the Consortium Agreement as Parties thereto.
THIS AGREEMENT WITNESSES as follows:
1.
Defined Terms And Construction
(a) Capitalized terms used but not defined herein shall have the meaning set forth in the Consortium Agreement.
(b) This Agreement shall be incorporated into the Consortium Agreement as if expressly forming a part thereof.

2.
Undertakings
(a) Assumption of obligations
Each New Member undertakes, to each other New Member and each other Party to this Consortium Agreement that it will, with effect from the date hereof, perform and comply with each of the obligations of a Party as if it had been a Party to the Consortium Agreement at the date of execution thereof and the Existing Parties (and any other Additional Members) agree that where there is a reference to a “Party” it shall be deemed to include a reference to each New Member and with effect from the date hereof, all the rights of a Party provided under the Consortium Agreement will be accorded to each New Member as if such New Member had been a Party under the Consortium Agreement at the date of execution thereof.
3.
Representations And Warranties
(a) Each New Member represents and warrants to each of the other Parties as follows:
(1) Status
It is a company duly organized, established, and validly existing under the laws of the jurisdiction stated in the preamble of this Agreement and has all requisite power and authority to own, lease, and operate its assets and to conduct the business which it conducts.
(2) Due Authorization
It has full power and authority to execute and deliver this Agreement and the execution, delivery, and performance of this Agreement by such New Member has been duly authorized by all necessary action on behalf of such New Member.
(3) Legal, Valid and Binding Obligation
This Agreement has been duly executed and delivered by such New Member and constitutes the legal, valid and binding obligation of such New Member, enforceable against it in accordance with the terms hereof.
(4) Ownership
As of the date of this Agreement, (i) such New Member holds (A) of record the number of outstanding Target Ordinary Shares (including Shares in the form of ADSs) set forth next to its name in Item 1 of Schedule A hereto, free and clear of any encumbrances or restrictions (other than those imposed by the Consortium Agreement), and (B) the other Securities set forth next to its name in Item 2 of Schedule A hereto, in each case free and clear of any encumbrances or restrictions; (ii) such New Member has the sole right to control the voting and disposition of such Target Ordinary Shares (if any) and any other Securities (if any) held by it; and (iii) none of such New Member and its Affiliates owns, directly or indirectly, any Target Ordinary Shares or other Securities, other than as set forth on Schedule A hereto. For purposes of this Section,

“owns” means the relevant Party (x) is the record holder of such security or (y) is the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of such security.
(5) Reliance
Each Party acknowledges that the other Parties have entered into this Agreement on the basis of and reliance upon (among other things) the representations and warranties in Sections 8.01 to 8.04 of the Consortium Agreement and have been induced by them to enter into this Agreement.
4. Notice
Any notice, request, instruction or other document to be provided hereunder by any Party to another Party shall be in writing and delivered personally or sent by facsimile, overnight courier or electronic mail, to the address, facsimile number, or electronic mail address provided under the Consortium Agreement, or to any other address, facsimile number or electronic mail address as a Party may hereafter specify for the purpose by notice to the other Parties hereto. All such notices, requests and other communications, (a) if hand delivered, shall be deemed received on the date of receipt by the recipient thereof if received prior to 6:00 p.m. Hong Kong time on a Business Day in the place of receipt; otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business Day in the place of receipt; (b) if posted by mail, it shall be treated as delivered five (5) days after posting; (c) if transmitted by facsimile or electronic mail, shall be deemed received upon confirmation of delivery.
5. Governing Law
This Agreement shall be governed by, and construed in accordance with, the substantive laws of Hong Kong without regard to the conflicts of laws principles thereof.
6. Dispute Resolution.
Any disputes, actions, and proceedings against any Party or arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with those terms set forth in Section 9.10 of the Consortium Agreement.
7. Specific Performance.
Each Party acknowledges and agrees that the other Parties would be irreparably injured by a breach of this Agreement by it and that money damages alone are an inadequate remedy for actual or threatened breach of this Agreement. Accordingly, each Party shall be entitled to specific performance or injunctive or other equitable relief (without posting a bond or other security) to enforce or prevent any violations of any provision of this Agreement, in addition to all other rights and remedies available at law or in equity to such Party, including the right to claim money damages for breach of any provision of this Agreement.
[Signature page follows.]

IN WITNESS WHEREOF, the New Member as referred to below has caused this Agreement to be duly executed by its respective authorized officers as of the day and year first above written.
 
MIDDLESEX HOLDINGS CORPORATION
INC
     
 
By:
 /s/ LIN, Yung-Chieh
 
Name:     
LIN, Yung-Chieh
 
 
Title:       
Sole Director
   
 
Notice details
   
 
Address: # # # #
 
 
Email: # # # #
 
 
Facsimile: # # # #



IN WITNESS WHEREOF, the New Member as referred to below has caused this Agreement to be duly executed by its respective authorized officers as of the day and year first above written.
 
RICH DRAGON  CONSULTANTS LIMITED
     
 
By:
 /s/ CHANG Jr-Neng
 
Name:     
 
CHANG Jr-Neng
 
Title:       
Sole Director
   
 
Notice details
   
 
Address: # # # #
 
Email: # # # #
 
Facsimile: # # # #



IN WITNESS WHEREOF, the New Member as referred to below has caused this Agreement to be duly executed by its respective authorized officers as of the day and year first above written.
 
NUTRONICS TECHNOLOGY
CORPORATION
     
 
By:
 /s/ LEE FU CHI
 
Name:     
LEE FU CHI
 
Title:       
Sole Director
     
    
 
Notice details
   
 
Address: # # # #
 
Email: # # # #
   
 
Facsimile: # # # #



IN WITNESS WHEREOF, the New Member as referred to below has caused this Agreement to be duly executed by its respective authorized officers as of the day and year first above written.
 
UNIGLOBE SECURITIES LIMITED
     
 
By:
 /s/ CHUN MEI CHEN DE CHANG
 
Name:     
Chun Mei CHEN De Chang
  
 
Title:       
Sole Director
 
 
 
Notice details
   
 
Address: # # # #
 
  
Email: # # # #
 
  
Facsimile: # # # #


ANNEX A (ADHERENCE AGREEMENT)
EXISTING MEMBERS
Surrey Glory Investments Limited
Supernova Investment Inc.
Tongtong Investment Holding Co., Ltd.
Perfectech International Ltd
Allpremier Investment Ltd
Octovest International Holding Co., Ltd.
Ventus Corporation


SCHEDULE A (ADHERENCE AGREEMENT)
TARGET SECURITIES HELD OF RECORD
 
(1) Ordinary Shares
New Member
 
Ordinary
Shares
 
ADSs
 
Subtotal
(Ordinary
Shares)
Middlesex Holdings Corporation Inc
 
1,186,553
 
1,885,241
 
12,497,999
Rich Dragon Consultants Limited
 
12,540,000
 
Nil
 
12,540,000
Nutronics Technology Corporation
 
12,550,656
 
Nil
 
12,550,656
Uniglobe Securities Limited
 
13,128,371
 
Nil
 
13,128,371
(2) Other Securities
 
New Member
 
Securities
Middlesex Holdings Corporation Inc
 
N/A
Rich Dragon Consultants Limited
 
N/A
Nutronics Technology Corporation
 
N/A
Uniglobe Securities Limited
   N/A
 
EX-7.05 3 exh-705.htm
 
JOINDER AGREEMENT
 
This JOINDER AGREEMENT (the “Joinder”) is dated as of July 8, 2016 by and among the Existing Members and their respective controlling persons set forth in item 1 of Annex A (collectively the “Original Reporting Persons”) and the New Members and their respective controlling persons set forth in item 2 of Annex A (collectively, the “Additional Reporting Persons”).
 
WHEREAS, the Existing Members are parties to the Consortium Agreement dated as of May 18, 2016 (the “Consortium Agreement”), pursuant to which the Existing Members formed a consortium to undertake a transaction (the “Transaction”) to acquire Actions Semiconductor Co., Ltd., a Cayman Islands company;

WHEREAS, in order to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the Original Reporting Persons entered into the Joint Filing Agreement dated as of May 18, 2016, pursuant to which the Statement in the Schedule 13D in relation to the Transaction and all further amendments thereto, shall be filed on behalf of each of the Original Reporting Persons; and

WHEREAS, the New Members have executed and delivered a Deed of Adherence to the Consortium Agreement on July 8, 2016, pursuant to which the New Members became parties to the Consortium Agreement, and thus members of the consortium.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties herein contained, the parties hereby agree as follows:
 
1.         Effective immediately, the Additional Reporting Persons are joined as parties to the Joint Filing Agreement.
 
2.         The Additional Reporting Persons agree to be bound by the terms of the Joint Filing Agreement.
 
3.         This Joinder may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
 
[Signatures appear on next page]

IN WITNESS WHEREOF, the parties hereto have caused this Joinder to be executed as of the day and year first above written.

SURREY GLORY INVESTMENTS
LIMITED



By:  /s/ CHANG Yung Sen                                            
Name: CHANG Yung Sen
Its: Sole director


CHANG YUNG SEN




  /s/ CHANG Yung Sen                                                  

SUPERNOVA INVESTMENT INC.



By:  /s/ CHEN, Hsuan-Wen                                          
Name: CHEN, Hsuan-Wen (aka Niccolo
CHEN)
Its: Sole director


CHEN, HSUAN-WEN (aka NICCOLO
CHEN)




  /s/ CHEN, Hsuan-Wen                                                

TONGTONG INVESTMENT HOLDING
CO., LTD.



By:  /s/ LEE, Yun-Chin                                                  
Name: LEE, Yun-Chin
Its: Sole director

2


LEE, YUN-CHIN




  /s/ LEE, Yun-Chin                                                        

PERFECTECH INTERNATIONAL LTD



By:  /s/ Lewis Chi-Tak LO                                            
Name: Lewis Chi-Tak LO
Its: Sole director


LEWIS CHI-TAK LO




 /s/ Lewis Chi-Tak LO                                                   

ALLPREMIER INVESTMENT LTD



By:  /s/ MA Yingna                                                       
Name: MA Yingna
Its: Sole director


MA YINGNA




  /s/ MA Yingna                                                             

OCTOVEST INTERNATIONAL
HOLDING CO., LTD.



By:  /s/ PAN, I-Ming                                                     
Name: PAN, I-Ming (aka Robin PAN)
Its: Sole director
3



PAN, I-MING (aka Robin PAN)




  /s/ PAN, I-Ming                                                          

VENTUS CORPORATION



By:  /s/ TANG Hsin                                                        
Name: TANG Hsin
Its: Sole director


TANG HSIN
 
 
 
  /s/ TANG Hsin                                                              
 
 
MIDDLESEX HOLDINGS
CORPORATION INC



By:  /s/ LIN, Yung-Chieh                                               
Name: LIN, Yung-Chieh
Its: Sole director


LIN, YUNG-CHIEH




  /s/ LIN, Yung-Chieh                                                     
 


4




RICH DRAGON CONSULTANTS
LIMITED



By:  /s/ CHANG Jr-Neng                                               
Name: CHANG Jr-Neng
Its: Sole director


CHANG JR-NENG




  /s/ CHANG Jr-Neng                                                     
 
 
NUTRONICS TECHNOLOGY
CORPORATION



By:  /s/ LEE FU CHI                                                       
Name: LEE Fu Chi
Its: Sole director


LEE FU CHI




  /s/ LEE FU CHI                                                             
 
 
UNIGLOBE SECURITIES LIMITED



By:  /s/ CHUN MEI CHEN DE CHANG                       
Name: CHUN MEI CHEN DE CHANG
Its: Sole director


CHUN MEI CHEN DE CHANG
 
 
 
  /s/ CHUN MEI CHEN DE CHANG                             

5


ANNEX A

Parties to this Agreement

(1)
Original Filing Persons

Name of Existing Member
Name of Controlling Person
Surrey Glory Investments Limited
Chang Yung Sen
Supernova Investment Inc.
Chen, Hsuan-Wen (aka Niccolo Chen)
Tongtong Investment Holding Co., Ltd.
Lee, Yun-Chin
Perfectech International Ltd
Lewis Chi-Tak Lo
Allpremier Investment Ltd
Ma Yingna
Octovest International Holding Co., Ltd.
Pan, I-Ming (aka Robin Pan)
Ventus Corporation
Tang Hsin



(2)
Additional Filing Persons

Name of New Member
Name of Controlling Person
Middlesex Holdings Corporation Inc
Lin, Yung-Chieh
Rich Dragon Consultants Limited
Chang Jr-Neng
Nutronics Technology Corporation
Lee Fu Chi
Uniglobe Securities Limited
Chun Mei Chen De Chang

6