0001062993-15-002251.txt : 20150430 0001062993-15-002251.hdr.sgml : 20150430 20150430081106 ACCESSION NUMBER: 0001062993-15-002251 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20150430 DATE AS OF CHANGE: 20150430 GROUP MEMBERS: ACCRETIVE CAPITAL MANAGEMENT, LLC GROUP MEMBERS: RICHARD E. FEARON, JR. 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: 15815342 BUSINESS ADDRESS: STREET 1: 15-1, NO.1, HIT ROAD, CITY: TANGJIA, ZHUHAI, GUANGDONG STATE: F4 ZIP: 519085 BUSINESS PHONE: (87-756) 339-2353 MAIL ADDRESS: STREET 1: 15-1, NO.1, HIT ROAD, CITY: TANGJIA, ZHUHAI, GUANGDONG STATE: F4 ZIP: 519085 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ACCRETIVE CAPITAL PARTNERS, LLC CENTRAL INDEX KEY: 0001118118 IRS NUMBER: 364361768 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ACCRETIVE CAPITAL MANAGEMENT, LLC STREET 2: 16A WALL STREET, 2ND FLOOR CITY: MADISON STATE: CT ZIP: 06443 BUSINESS PHONE: 203-482-5805 MAIL ADDRESS: STREET 1: C/O ACCRETIVE CAPITAL MANAGEMENT, LLC STREET 2: 16A WALL STREET, 2ND FLOOR CITY: MADISON STATE: CT ZIP: 06443 FORMER COMPANY: FORMER CONFORMED NAME: ACCRETIVE CAPITAL PARTNERS LLC DATE OF NAME CHANGE: 20000705 SC 13D/A 1 sc13da.htm SC 13D/A Accretive Capital Partners, LLC: Form SC 13D/A - Filed by newsfilecorp.com

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Amendment No. 1

Actions Semiconductor Co., Ltd.
(Name of Issuer)

American Depositary Shares
(Title of Class of Securities)

00507E107
(CUSIP Number)

ACCRETIVE CAPITAL PARTNERS, LLC
16 Wall Street, 2nd Floor
Madison, CT 06443

RICHARD E. FEARON, JR.
16 Wall Street, 2nd Floor
Madison, CT 06443
(203) 482-5805

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 30, 2015
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box .  [  ]

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)



1 NAME OF REPORTING PERSONS

  Accretive Capital Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)  [  ]
  (b)  [ ]
3 SEC USE ONLY

4 SOURCE OF FUNDS
  WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
  PURSUANT TO ITEM 2(d) OR 2(e)  [  ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
   
  ILLINOIS
NUMBER OF 7 SOLE VOTING POWER
SHARES    
BENEFICIALLY   -0-
OWNED BY 8 SHARED VOTING POWER
EACH    
REPORTING   4,327,853 American Depositary Shares
PERSON WITH 9 SOLE DISPOSITIVE POWER
     
    -0-
  10 SHARED DISPOSITIVE POWER
     
    4,327,853 American Depositary Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
  PERSON
   
  4,327,853 American Depositary Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  CERTAIN SHARES  [  ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  12.16 %
14 TYPE OF REPORTING PERSON
   
  OO



1 NAME OF REPORTING PERSONS

  Accretive Capital Management, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)
  (b)  [  ]
3 SEC USE ONLY

4 SOURCE OF FUNDS
  AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
  PURSUANT TO ITEM 2(d) OR 2(e)  [  ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
   
  ILLINOIS
NUMBER OF 7 SOLE VOTING POWER
SHARES    
BENEFICIALLY   - 0 -
OWNED BY 8 SHARED VOTING POWER
EACH    
REPORTING   4,327,853 American Depositary Shares
PERSON WITH 9 SOLE DISPOSITIVE POWER
     
    - 0 -
  10 SHARED DISPOSITIVE POWER
     
    4,327,853 American Depositary Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
  PERSON
   
  4,327,853 American Depositary Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  CERTAIN SHARES  [  ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  12.16 %
14 TYPE OF REPORTING PERSON
   
  OO, HC



1 NAME OF REPORTING PERSONS
   
  Richard E. Fearon, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)
  (b)  [  ]
3 SEC USE ONLY

4 SOURCE OF FUNDS
  PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
  PURSUANT TO ITEM 2(d) OR 2(e)  [  ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
NUMBER OF 7 SOLE VOTING POWER
SHARES    
BENEFICIALLY   5,570,2121
OWNED BY 8 SHARED VOTING POWER
EACH    
REPORTING   -0-
PERSON WITH 9 SOLE DISPOSITIVE POWER
     
    5,570,2121
  10 SHARED DISPOSITIVE POWER
     
    -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
  PERSON
   
  5,570,2121
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
  CERTAIN SHARES  [  ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  15.65%
14 TYPE OF REPORTING PERSON
   
  IN

__________________________
1
Includes 4,327,853 American Depositary Shares held directly by Accretive Capital Partners, LLC, of which Accretive Capital Management, LLC is the manager and Mr. Fearon is the managing member of Accretive Capital Management, LLC.


The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1. Security and Issuer.

This amendment No. 1 to Schedule 13D (this “Amendment No. 1”), which amends and supplements the statement on Schedule 13D filed on December 3, 2014 (the “Original 13D”), by (i) Accretive Capital Partners, LLC an Illinois limited liability company (“Accretive Capital Partners”); (ii) Accretive Capital Management, LLC, an Illinois limited liability company (“Accretive Capital Management”) and (iii) Richard E. Fearon, Jr., a citizen of the United States (together with Accretive Capital Partners and Accretive Capital Management, the “Reporting Persons”) relates to the American Depositary Shares (the “Shares”) of Actions Semiconductor Co., Ltd., a Cayman Islands corporation (the “Issuer”). 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.

Capitalized terms not defined in this Amendment No. 1 shall have the meaning ascribed to them in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

While the Reporting Persons hold their stake for investment purposes, the Reporting Persons or its representatives may continue to conduct discussions from time to time with management of the Issuer, and may conduct discussions with other stockholders of the Issuer or other relevant parties, in each case, relating to matters that may include the strategic plans, strategy, assets, business, financial condition, operations, and capital structure of the Issuer. The Reporting Persons may engage the Issuer, other stockholders of the Issuer or other relevant parties in discussions that may include one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

In addition to the foregoing, without limitation, the Reporting Persons may engage in discussions with management, the board of directors, stockholders of the Issuer and other relevant parties or take other actions through their representatives concerning any extraordinary corporate transaction (including but not limited to a merger, acquisition, reorganization or liquidation) or the business, operations, assets, strategy, future plans, prospects, corporate structure, board composition, management, capitalization, dividend policy, charter, bylaws, corporate documents, agreements, de-listing or de-registration of the Issuer. The Reporting Persons expect to conduct discussions with other stockholders, potential operating partners, sources of debt or additional equity financing and other relevant parties regarding financial or strategic acquisitions of, a liquidation of, or joint ventures with the Issuer or other similar arrangements. There is no assurance that these discussions would lead to a definitive transaction.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including the Issuer’s financial position and strategic direction, the outcome of the discussions referenced above, actions taken by the Board of Directors of the Issuer, price levels of the securities of the Issuer, other investment opportunities available to the Reporting Persons, the availability and cost of debt financing, conditions in the capital markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investments in the Issuer as they deem appropriate, including purchasing additional securities of the Issuer, entering into financial instruments or other agreements which increase or decrease the Reporting Persons’ economic exposure with respect to their investments in the Issuer, selling some or all of the Reporting Persons’ respective holdings in the Issuer, engaging in any hedging or similar transactions with respect to such holdings and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.



Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following information:

The aggregate percentage of Shares reported owned by each person named herein is based upon 35,588,339 Shares outstanding as of March 31, 2015, which is the total number of Shares outstanding, based on 213,530,033 Ordinary Shares outstanding, as reported in Item 7.A. (on page 64) of the Issuer’s annual report on Form 20-F for the year ended December 31, 2014, filed with the Securities and Exchange Commission on April 24, 2015.

A.

Each of ACP and ACM:


  (a) Amount beneficially owned: 4,327,853
       
    Percentage: 12.16%
       
  (b) 1. Sole power to vote or direct vote: 0
    2. Shared power to vote or direct vote: 4,327,853
    3. Sole power to dispose or direct the disposition: 0
    4. Shared power to dispose or direct the disposition: 4,327,853
       
(c) The transactions in the Shares by ACP and ACM during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

B.

Mr. Fearon:


  (a)

Amount beneficially owned: 5,570,212

       
 

Percentage: 15.65%

       
  (b)

1. 

Sole power to vote or direct vote: 5,570,212
  2.

Shared power to vote or direct vote: 0

  3.

Sole power to dispose or direct the disposition: 5,570,212

  4.

Shared power to dispose or direct the disposition: 0

       
  (c)

The transactions in the Shares by Mr. Fearon during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

An aggregate of 5,570,212 Shares, constituting approximately 15.65% of the Shares outstanding, are reported in this Schedule 13D.

  (d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

     
  (e)

Not applicable.


Item 7. Material to be Filed as an Exhibit.

Item 7 of the Schedule 13D includes the following exhibit:



Exhibit 99.1 An Open Letter to the Board of Directors of Actions Semiconductor Co., Ltd., dated April 30, 2015 by Accretive Capital Management, LLC

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

April 30, 2015  
     
  ACCRETIVE CAPITAL PARTNERS, LLC
  By: Accretive Capital Management, LLC, its managing member
     
  By: /s/ Richard E. Fearon, Jr.
  Name: Richard E. Fearon, Jr.
 

Title: Managing Member

     
  ACCRETIVE CAPITAL MANAGEMENT, LLC
     
 

/s/ Richard E. Fearon, Jr.

 

Name: Richard E. Fearon, Jr.

 

Title: Managing Member

     
     
 

/s/ Richard E. Fearon, Jr.

 

Richard E. Fearon, Jr.



SCHEDULE A

Transactions in the Shares During the Past Sixty Days

Shares of Common Stock Price Per Date of
Purchased/(Sold) Share($) Purchase/(Sale)

ACCRETIVE CAPITAL PARTNERS, LLC

400 $ 1.60     03/04/2015  
780 $ 1.55     03/06/2015  
10,000 $ 1.50     03/12/2015  
2,450 $ 1.49     03/19/2015  
1,000 $ 1.50     03/20/2015  
376 $ 1.47     03/25/2015  
400 $ 1.49     03/27/2015  
1,182 $ 1.48     03/30/2015  
2,962 $ 1.48     03/31/2015  
600 $ 1.48     04/01/2015  
2,200 $ 1.54     04/09/2015  
5,300 $ 1.56     04/10/2015  
6,200 $ 1.56     04/10/2015  
1,700 $ 1.55     04/13/2015  
9,000 $ 1.55     04/20/2015  
646 $ 1.50     04/28/2015  
3,900 $ 1.50     04/29/2015  
5,900 $ 1.51     04/29/2015  

RICHARD E. FEARON, JR.

None


EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Accretive Capital Partners, LLC: Exhibit 99.1 - Filed by newsfilecorp.com



 
 
 
 
 
  16 Wall Street, 2nd Floor
  Madison, Connecticut 06443
  203.482.5805 direct
  info@accretivecapital.com
  www.accretivecapital.com

An Open Letter to the Board of Directors of Actions Semiconductor Co., Ltd.

April 30, 2015

Mr. Hsiang-Wei Lee
Mr. Chin-Hsin Chen
Mr. Jun Tse Huang
Mr. Yu-Hsin Lin
Mr. Nan-Horng Yeh
Actions Semiconductor Co., Ltd.
No. 1 Ke Ji Si Road
Technology Innovation Coast of Hi-Tech Zone
Zhuhai, Guangdong, 519085
People’s Republic of China

To the Board of Directors of Actions Semiconductor:

As you know, we received your correspondence—written by the Corporate Secretary to Actions Semiconductor, delivered more than four months after making our director nominations, sent to us by the Company’s IR representative instead of you, and informing us of your extraordinary decision to reject the Accretive Capital Partners director nominees. We find your behavior utterly despicable and blatantly conflicted—yet perfectly consistent with your abusive behavior towards shareholders of Actions Semiconductor, including the largest shareholder of the Company. We cannot fathom how any one of you can possibly claim to be acting in the best interest of the Company or its shareholders.

For more than eight long and excruciating years, Accretive Capital Partners and its affiliates have been among the largest and most supportive shareholders of Actions Semiconductor Co., Ltd. ("Actions" or the "Company"). We own over 33.3 million ordinary shares (or approximately 5.6 million ADS shares) held by our fund and its affiliates.

Our ownership now equates to approximately 15.6% of the outstanding shares (based on 213,530,033 ordinary shares outstanding, as reported by the Company in its Form 20-F filing on April 24, 2015), as compared to less than 1% held by the entire Board of Directors and management combined.

Despite your total disinterest in purchasing ownership and your failure to provide management with any direction to build or even to preserve value at Actions, we nevertheless take pride in being value-added partners to the Company and our fellow shareholders. We have worked hard to provide constructive advice during the past eight years, despite the extraordinary destruction of shareholder value authorized by you, as directors of our Company.



 
 
 
  April 30, 2015
  Page 2

We believe that investment firms like ours serve an important societal role in identifying outstanding business managers and supporting them as they turn their visions of fulfilling market needs into realities of new products or better services, improving life for everyone. We strive to achieve our professional responsibilities by investing in and partnering with exceptional CEOs who have demonstrated their success at allocating assets as they build superior businesses. And we are committed to allocating the funds entrusted to us by our investors intelligently, honorably, and just as rationally.

It is with these responsibilities in mind that we come to the disheartening conclusion that the Board of Directors at Actions Semiconductor shares none of our values.

We are writing you once again to advise you of our:

1.

Grave concerns relating to your conflicts of interest and related-party transactions at Actions Semiconductor and our continued questions which have gone unanswered by the Board of Directors for over six months;

   
2.

Intention to consider extraordinary corporate transactions with Actions, including but not limited to a merger, reorganization, liquidation, or offer to purchase the outstanding securities of the Company;

   
3.

Amendment to our Schedule 13D filing with the U.S. Securities and Exchange Commission to report these developments;

   
4.

Recommendation that you replace your director nominations with the candidates nominated by Accretive Capital Partners on December 8, 2014; and

   
5.

Interest in hearing from other concerned shareholders, who may contact as at the following email or phone number: info@accretivecapital.com or 203.794.6360.

We are extremely troubled by the obvious conflicts of interest and related-party transactions with Nan-Horng Yeh ("Mr. Yeh") and Yu-Hsin Lin ("Mr. Lin"), and we are shocked that other Board members do not understand the risks of providing continued support to these two directors.

Specifically: Mr. Yeh is Chairman of the Board and substantial owner of Realtek Semiconductor Corporation (“Realtek”), which has received significant investment capital from Actions; moreover, Mr. Yeh's elder brother is President of GMI Technology ("GMI"), which is one of the largest distributors of semiconductors for Actions and was sold product for $9.2 million in 2014; and Mr. Lin is Director and Chief Financial Officer of a semiconductor wafer manufacturer, United Microelectronics Corporation ("UMC"), which sells Actions almost all of its semiconductor wafers.

Each of these related-parties stands to lose substantial profits if Actions were to sell the Company to a third party or even to eliminate certain unprofitable product lines so that Actions shareholders could benefit from a profitable business of their own. Meanwhile, Mr. Yeh continues to serve as a director at Actions, charged by our Company with fiduciary duties to Actions—and not to Realtek or GMI. Amazingly, Mr. Lin serves as Chairman of the Audit Committee for Actions, entrusted with the responsibility and power to approve these related party transactions.



 
 
 
  April 30, 2015
  Page 3

In each of the last six (6) years since 2008, Actions has hemorrhaged an operating loss totaling a staggering $102.7 million. Last year alone, under the direction of this Board, Actions destroyed $39.5 million of Company assets with its operating loss.

1.

Did Realtek, GMI, or UMC suffer any of these operating losses?

   
2.

What products were sold to GMI for $9.2 million in 2014 and were they sold at a loss or had they been previously written down?

   
3.

How is it that these related parties to Mr. Yeh and Mr. Lin can enjoy profits from Actions when we shareholders must endure these extraordinary losses?

   
4.

How is it that Mr. Yeh and Mr. Lin are acting in the best interest of Actions shareholders by authorizing ongoing operating losses to the benefit of Realtek, GMI, and UMC?

   
5.

How does Mr. Yeh fulfill his fiduciary duties as a director when he is personally conflicted in significant related party transactions with Realtek and GMI?

   
6.

How does Mr. Lin fulfill his fiduciary duties as Chairman of the Audit Committee when he is personally conflicted in significant related party transactions with UMC?

Mr. Yeh and Mr. Lin are unwilling to authorize additional Company stock repurchases, have purchased no Actions stock for themselves, and are unwilling to consider a sale of the Company. We believe the sole purpose for continuing this money-losing business at the expense of Actions shareholders is to enrich the related parties of Mr. Yeh and Mr. Lin.

We are also perplexed by the transactions approved by this Board on behalf of shareholders. The following investments, as reported in the Company's Form 20-F filings since 2005, have resulted in an astounding loss of more than $35.9 million, or 46% of the invested capital:




 
 
 
  April 30, 2015
  Page 4



($ in millions)



Date of
Investment





Amount
Invested




Carrying
Value at
12/31/14





Return on
Investment


Beijing Actions Microelectronics Co., Ltd.   2005   $  6.1   $  3.3     -45%  
AMC Holdings Limited   2007     27.0     0.0     -100%  
Bizlink Holdings Inc.   2007     1.0     0.0     -100%  
Unitech Electronics Co., Ltd.   2007     0.2     0.0     -100%  
Actar Limited   2008     3.0     0.0     -100%  
Nann Capital Corporation   2009     24.2     24.0     -1%  
Grand Choice Investment Limited   2010     2.7     0.8     -70%  
Hi-Trend Investment Holdings Co., Ltd.   2010     1.0     1.1     8%  
OCTT Asia Limited   2011     13.7     13.7     0%  
 Total       $  78.9   $  43.0     -46%  

Beijing Actions Microelectronics Co., Ltd.

On November 17, 2005 Actions established a subsidiary, Actions Microelectronics Co., Ltd. ("Beijing Actions") which served as a holding company for its research and development center for imaging and video technology. On September 22, 2009, Beijing Actions introduced a group of new shareholders and Actions further invested $1.5 million. The Company subsequently invested an additional $2.6 million on January 25, 2011. Actions total investment reached $6.1 million as of January 25, 2011, and the Company held a minority stake of 46% equity interest in Beijing Actions. The carrying value as of December 31, 2014 was only $3.3 million, a 45% decline in value.

7.

Who owns the other 54% of Beijing Actions?

   
8.

Why is this minority investment in a business controlled by another party that has lost 45% of its value in the best interest of Actions shareholders?

AMC Holdings Limited

In 2007, Actions acquired a minority stake of 5% equity interest in AMC Holdings Limited ("AMC"), which has somehow grown to a total investment of $27.0 million. AMC was established in Taiwan and engages in manufacturing printed circuit board (PCB) laminate and providing other related sub-contractor service. Actions' investment in AMC is now worthless, with a reported carrying value of $0.0 as of December 31, 2014.

9.

Who owns the other 95% of AMC?

   
10.

Why is a minority investment in a Taiwanese company unrelated to Actions’ core business that lost an astounding $27.0 million in the best interest of shareholders?





 
 
 
  April 30, 2015
  Page 5

Bizlink Holdings Inc.

In 2007, Actions made a $1.0 million investment in Bizlink Holdings Inc. ("Bizlink"), a manufacturer of interconnectivity solutions such as cable, wire and connectors. In 2008, the equity value of this investment was wiped out, resulting in a $0.0 carrying value as of December 31, 2008.

11.

Who were the other investors in Bizlink?

   
12.

Why is this investment, which lost its entire value in 1 year, in the best interest of shareholders?

Unitech Electronics Co., Ltd.

In 2007, Actions invested $100,000 in Unitech Electronics Co., Ltd. ("Unitech"), a manufacturer and designer of automatic identification and data collection products. Actions invested an additional $100,000 in 2008; since increasing its investment in Unitech to $200,000 in 2008, however, Actions has made no mention of this investment in its subsequent 20-F filings.

13.

What has happened to Actions’ investment in Unitech and what is its current value?

   
14.

Why is this investment in the best interest of shareholders?

Actar Limited

In 2008, Actions acquired a 7% minority stake in Actar Limited ("Actar"), which was established in the PRC and engages in the entertainment media industry, for $3.0 million. Since Actions made this investment, Actar has become fully impaired, completed a liquidation process, and has a carrying value of $0.0 as of December 31, 2014.

15.

Who owns the other 93% of Actar?

   
16.

Why is this $3 million minority investment, which resulted in a total loss of capital, in the best interest of shareholders?




 
 
 
  April 30, 2015
  Page 6

Nann Capital Corporation

In August 2009, the Company’s Hong Kong subsidiary, Actions Enterprises (via its Shanghai subsidiary, Actions Technology), obtained land use rights to the Shanghai Zhangjiang High-Tech Park office building. Less than a year later, in July 2010, the Company transferred all ownership interest of Actions Enterprises to Nann Capital ("Nann") for $1 and the Company further invested $4.4 million for a 40% ownership stake in Nann. The following year, in June 2011, Actions invested an additional $7.1 million in Nann. In April 2014, Actions invested another $3.7 million, and in May 2014, Actions invested an additional $9.0 million, for a total investment of $24.2 million.

17.

Who owns and manages Nann?

   
18.

Where is Nann domiciled?

   
19.

What are the management fees paid by Actions to Nann?

   
20.

What are Actions’ liquidity provisions for this investment?

   
21.

Why is this minority investment in Nann in the best interests of Actions shareholders?

Hi-Trend Investment Holdings Co., Ltd.

In 2010, Actions acquired a 10% minority equity interest in Hi-Trend Investment Holdings Co., Ltd ("Hi-Trend") for $800,000. Hi-Trend was established in the PRC and engages in developing and manufacturing of integrated circuits and chips. Actions made an additional $202,000 investment and its ownership was subsequently diluted to 9%. The carrying value of Hi-Trend was $1.1 million as of December 31, 2014.

22.

Who owns the other 91% of Hi-Trend?

   
23.

Why is this minority investment in the best interest of shareholders?

Grand Choice Investment Limited

In February 2010, Actions purchased a 20% minority interest in Grand Choice Investment Limited ("Grand Choice") for $600,000. Grand Choice is a private company established in February 2010 which designs and manufactures software and hardware for electronic books. In December 2010, Actions invested another $600,000 to maintain its 20% interest, and in March and April 2011, Actions' ownership was diluted to 15% and 12%, respectively, due to additional capital injection from other investors. In September 2012, Actions invested yet another $1.5 million in Grand Choice, increasing its total investment to $2.7 million and ownership to 19%. The carrying value of Grand Choice is only $819,000 as of December 31, 2014, a 70% loss on investment.

24.

Who owns the other 81% of Grand Choice?

   
25.

Why is this minority investment that has resulted in a 70% loss in the best interest of shareholders?



 
 
 
  April 30, 2015
  Page 7

OCTT Asia Limited

In January 2011, Actions invested $13.7 million in OCTT Asia Limited ("OCTT"), a private equity fund incorporated in Mauritius for the stated purpose of investing in fabless semiconductor design companies in Taiwan that would provide M&A opportunities for the Company. Of the $70 million managed by OCTT, $30.6 million was invested in Realtek Semiconductor Corporation, whose Chairman and substantial owner is Actions Board member Mr. Yeh. Moreover, in your June 11, 2014 letter to shareholders you stated, "Our investment in the private equity fund OCTT Holding Co., Ltd. has been financially rewarding"; yet the December 31, 2014 carrying value of the OCTT is unchanged from Actions’ original 2011 investment.

26.

Who owns and manages OCTT?

   
27.

How is OCTT's investment in Realtek consistent with Actions' stated purpose of investing in OCTT?

   
28.

With no investment appreciation, how is the investment in OCTT financially rewarding for shareholders?

   
29.

Why is this minority investment in OCTT in the best interests of Actions shareholders?

Shanghai Real Estate Project

In November 2014, Actions announced that it invested $10 million for a 40% minority stake in Shanghai real estate, which the CEO of Actions stated was “not the core business of Actions Semiconductor.” Yet, just one month later, in a Form 6-K filed with the U.S. Securities and Exchange Commission on December 9, 2014, Mr. Lee described cash as so "scarce" that the Company would not be using it "to buy back shares and, by so doing, limiting our operating flexibility and ability to act quickly, risk[ing] putting the Company at a competitive disadvantage and serv[ing] shareholders poorly."

30.

How is a $10 million minority real estate investment more attractive than repurchasing $10 million of additional Company stock at $2.50/share and below, when the Company's liquidation value is over $3.30/share?

   
31.

Who owns and controls the other 60% of this Shanghai real estate project?

   
32.

Why is this minority investment in real estate in the best interests of Actions shareholders?

We believe these decisions conflict directly with the Company’s Corporate Governance Guidelines transcribed below:

“Transactions with Directors and their Affiliates:



 
 
 
  April 30, 2015
  Page 8

Except for employment arrangements with the CEO and other management directors, the Company does not engage in transactions with directors or their affiliates if a transaction would cast into doubt the independence of a director, would present the appearance of a conflict of interest, or is otherwise prohibited by law, rule or regulation. This includes, directly or indirectly, any extension, maintenance or renewal of an extension of credit to any director or member of management of the Company. This prohibition also includes significant business dealings with directors or their affiliates, substantial charitable contributions to organizations in which a director is affiliated, and consulting contracts with, or other indirect forms of compensation to, a director. The Board will conduct an appropriate review of all related party transactions on an ongoing basis.” – Page 3, Paragraph 3, Actions Semiconductor “Corporate Governance Guidelines”

We are profoundly concerned about the conflicts of interest among the Board of Directors at Actions and by the accelerating pace of extraordinary destruction in shareholder value of our Company and we demand answers to the questions contained in this letter. We remain resolute in correcting this situation and adamant that you follow through with your commitment to support the nomination of our two directors. The disproportionate research and development expenditure must be reduced immediately and the company should be sold to better custodians of capital.

For over eight long and painful years, Accretive remained a patient and supportive long-term investor in Actions, hoping that its Board of Directors would act in the best interests of shareholders. You have failed us and all of our fellow shareholders, and we are determined to stop the Board from destroying additional value of our assets at Actions Semiconductor.

ACCRETIVE CAPITAL MANAGEMENT, LLC

Regards,

Richard E. Fearon, Jr.
Managing Partner

About Accretive Capital Partners:
Accretive Capital Partners is an investment fund focused on value investing in small and micro-cap public companies in which its active partnership with management may help to build and unlock shareholder value.

With inquiries please contact:
Accretive Capital Management, LLC
16 Wall Street, 2nd Floor
Madison, CT 06443
Email:   info@accretivecapital.com  
website:    www.accretivecapital.com
phone: 203.794.6360

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