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

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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
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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                             

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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

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