0000898432-16-002837.txt : 20160822 0000898432-16-002837.hdr.sgml : 20160822 20160822165813 ACCESSION NUMBER: 0000898432-16-002837 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20160822 DATE AS OF CHANGE: 20160822 GROUP MEMBERS: CHANG SUI GIN GROUP MEMBERS: EMBONA HOLDINGS (MALAYSIA) LTD GROUP MEMBERS: EMBONA HOLDINGS LTD GROUP MEMBERS: GOOD TURN LTD GROUP MEMBERS: NEW ESSENTIAL HOLDINGS LTD GROUP MEMBERS: PEAKFORD INTERNATIONAL CO., LTD. GROUP MEMBERS: SUFFOLK DRAGON VENTURES LTD GROUP MEMBERS: TOP BEST DEVELOPMENT 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: 161845770 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. 2*)

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
44^th 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)

August 15, 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 New Essential Holdings 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 3,600,000 ordinary shares. Mr. CHANG Sui Gin may also be deemed to have sole voting power with respect to the foregoing shares.
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 3,600,000 ordinary shares. Mr. CHANG Sui Gin 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 3,600,000 ordinary shares
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
	13.	Percent of Class Represented by Amount in Row (11) 1.6%⁽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 Sui Gin
	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 3,600,000 ordinary shares. New Essential Holdings 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 3,600,000 ordinary shares. New Essential Holdings 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 3,600,000 ordinary shares
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
	13.	Percent of Class Represented by Amount in Row (11) 1.6%⁽¹⁾
	14.	Type of Reporting Person IN

CUSIP No. 00507E107
	1.	Names of Reporting Persons Embona Holdings (Malaysia) 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 Malaysia
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 4,800,000 ordinary shares. Embona Holdings 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 4,800,000 ordinary shares. Embona Holdings 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 4,800,000 ordinary shares
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
	13.	Percent of Class Represented by Amount in Row (11) 2.2%⁽¹⁾
	14.	Type of Reporting Person CO

CUSIP No. 00507E107
	1.	Names of Reporting Persons Embona Holdings 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 4,800,000 ordinary shares. Embona Holdings (Malaysia) 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 4,800,000 ordinary shares. Embona Holdings (Malaysia) 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 4,800,000 ordinary shares
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
	13.	Percent of Class Represented by Amount in Row (11) 2.2%⁽¹⁾
	14.	Type of Reporting Person CO

CUSIP No. 00507E107
	1.	Names of Reporting Persons Suffolk Dragon Ventures Ltd
	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 12,732,622 ordinary shares. Good Turn 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 12,732,622 ordinary shares. Good Turn 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 12,732,622 ordinary shares
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
	13.	Percent of Class Represented by Amount in Row (11) 5.8%⁽¹⁾
	14.	Type of Reporting Person CO

CUSIP No. 00507E107
	1.	Names of Reporting Persons Good Turn 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 12,732,622 ordinary shares. Suffolk Dragon Ventures Ltd may also be deemed to have sole voting power with respect to the foregoing shares.
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 12,732,622 ordinary shares. Suffolk Dragon Ventures Ltd 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 12,732,622 ordinary shares
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
	13.	Percent of Class Represented by Amount in Row (11) 5.8%⁽¹⁾
	14.	Type of Reporting Person CO

CUSIP No. 00507E107
	1.	Names of Reporting Persons Top Best Development 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 11,532,623 ordinary shares. Peakford International Co., Ltd. may also be deemed to have sole voting power with respect to the foregoing shares.
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 11,532,623 ordinary shares. Peakford International Co., Ltd. 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 11,532,623 ordinary shares
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
	13.	Percent of Class Represented by Amount in Row (11) 5.2%⁽¹⁾
	14.	Type of Reporting Person CO

CUSIP No. 00507E107
	1.	Names of Reporting Persons Peakford International Co., Ltd.
	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 16,332,623 ordinary shares. Of the foregoing shares, Top Best Development Limited may also be deemed to have sole voting power with respect to 11,532,623 shares, and Embona Holdings (Malaysia) Limited or Embona Holdings Limited may also be deemed to have sole voting power with respect to 4,800,000 shares.
			8.	Shared Voting Power -0-
			9.	Sole Dispositive Power 16,332,623 ordinary shares. Of the foregoing shares, Top Best Development Limited may also be deemed to have sole dispositive power with respect to 11,532,623 shares, and Embona Holdings (Malaysia) Limited or Embona Holdings Limited may also be deemed to have sole dispositive power with respect to 4,800,000 shares.
			10.	Shared Dispositive Power -0-
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 16,332,623 ordinary shares
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
	13.	Percent of Class Represented by Amount in Row (11) 7.4%⁽¹⁾
	14.	Type of Reporting Person CO

Item 1. Security and Issuer

This Amendment No. 2 amends and supplements the Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) by and among Surrey Glory Investments Inc., Chang, Yung-Sen, Supernova Investment Ltd., Chen, Hsuan-Wen (aka Niccolo Chen), Tongtong Investment Holding Co., Ltd., Lee, Yun-Chin, Perfectech Int'l Ltd., Lewis Chi-Tak Lo, Allpremier Investment Limited, Ma Yingna, Octovest International Holding Co., Ltd., Pan, I-Ming (aka Robin Pan), Ventus Corporation, Tang, Hsin (collectively the “Group 1 Reporting Persons”) on May 23, 2016, as amended and supplemented by Amendment No. 1 filed by and among the Original Reporting Persons, Middlesex Holdings Corporation Inc, Lin, Yung-Chieh, Rich Dragon Consultants Limited, Chang, Jr-Neng, Nutronics Technology Corporation, Lee, Fu-Chi, Uniglobe Securities Limited and Chun Mei Chen De Chang (except for the Original Reporting Persons, collectively the “Group 2 Reporting Persons”) on July 11, 2016, relating to the ordinary shares, par value $0.000001 per share (as so amended, 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 “Group 3 Reporting Persons”) to the list of Holding Companies and Controlling Persons in the Original Statement:

Holding Companies:

	Name	Jurisdiction of incorporation
12	New Essential Holdings Limited (“New Essential”)	British Virgin Islands
13	Embona Holdings (Malaysia) Limited (“Embona Malaysia”)	Malaysia
14	Suffolk Dragon Ventures Ltd (“Suffolk”)	British Virgin Islands
15	Top Best Development Limited (“Top Best”)	British Virgin Islands

Controlling Persons:

	Name	Citizenship/Jurisdiction of incorporation
12	CHANG Sui Gin	Dominican Republic
13	Embona Holdings Limited (“Embona”)	British Virgin Islands
	Peakford International Co., Ltd. (“Peakford”)	British Virgin Islands
	YEH, Chia-Wen	Republic of China
	YEH HSU, Li-Li	Republic of China

	YEH, Ming-Han	Republic of China
	YEH, Bo-Chun	Republic of China
	YEH, Wei-Yen	Republic of China
14	Good Turn Limited (“Good Turn”)	British Virgin Islands
	YEH, Po-Len	Republic of China
	CHEN, Shu-Lin	Republic of China
	YEH, Yi-Chen (aka Angela Y.C. Yeh)	Republic of China
	YEH, Yen-Hsi	Republic of China
	YEH, Wei-Hsi	Republic of China
15	Peakford	British Virgin Islands
	YEH, Chia-Wen	Republic of China
	YEH HSU, Li-Li	Republic of China
	YEH, Ming-Han	Republic of China
	YEH, Bo-Chun	Republic of China
	YEH, Wei-Yen	Republic of China

And the following sentences are hereby added to the end of the paragraph immediately below the tables containing the lists of the Holding Companies and Controlling Persons:

“Each Controlling Person that is a corporate entity was formed solely for the purpose of investment holding. The business, address, as well as the principal occupation and citizenship of each director and executive officer (if applicable) of each Controlling Person is also set forth in Annex A.”

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
12	New Essential	3,600,000	1.6%
12a	CHANG Sui Gin	3,600,000	1.6%
13	Embona Malaysia	4,800,000	2.2%
13a	Embona	4,800,000	2.2%
	Peakford	16,332,623	7.4%
14	Suffolk	12,732,622	5.8%
14a	Good Turn	12,732,622	5.8%
15	Top Best	11,532,623	5.2%
15a	Peakford	16,332,623	7.4%

* including ordinary shares and underlying ADSs.

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

The third and fourth paragraphs of Item 6 of the Original Statement are hereby amended and restated in full as follows to correct a typographical error with respect to the exhibit numbers contained therein:

“On July 8, 2016, Middlesex, Rich Dragon, Nutronics, and Uniglobe executed and delivered a Deed of Adherence to the Consortium Agreement (the “Deed of Adherence”), 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. A copy of the Deed of Adherence executed and delivered by Middlesex, Rich Dragon, Nutronics, and Uniglobe is attached hereto as Exhibit 4, and is incorporated herein by reference.”

On July 8, 2016, the Group 1 Reporting Persons and the Group 2 Reporting Persons entered into a Joinder Agreement to the Joint Filing Agreement, as defined and described in the Schedule 13D (the “Joinder Agreement”), 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 5, and is incorporated herein by reference.”

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

“On August 15, 2016, New Essential, Embona Malaysia, Suffolk, and Top Best executed and delivered a Deed of Adherence, pursuant to which each of New Essential, Embona Malaysia, Suffolk, and Top Best became a party to the Consortium Agreement and thus a member of the Consortium. A copy of the Deed of Adherence executed and delivered by New Essential, Embona Malaysia, Suffolk, and Top Best is attached hereto as Exhibit 6, and is incorporated herein by reference.”

On August 15, 2016, the Group 1 Reporting Persons, the Group 2 Reporting Persons and the Group 3 Reporting Persons entered into a Joinder Agreement, 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 7 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 6	Deed of Adherence to the Consortium Agreement by and between New Essential, Embona Malaysia, Suffolk, and Top Best dated August 15, 2016.
Exhibit 7	Joinder Agreement to the Joint Filing Agreement by and between the Group 1 Reporting Persons, the Group 2 Reporting Persons and the Group 3 Reporting Persons, dated August 15, 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.

August 15, 2016

	SURREY GLORY INVESTMENTS INC.



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


	CHANG, YUNG-SEN


	/s/ CHANG, YUNG-SEN


	SUPERNOVA INVESTMENT LTD.



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


	CHEN, HSUAN-WEN (aka NICCOLO CHEN)


	/s/ CHEN, HSUAN-WEN

	TONGTONG INVESTMENT HOLDING CO., LTD.



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


	LEE, YUN-CHIN


	/s/ LEE, YUN-CHIN


	PERFECTECH INT’L LTD.



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


	LEWIS CHI-TAK LO


	/s/ LEWIS CHI-TAK LO


	ALLPREMIER INVESTMENT LIMITED



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


	MA YINGNA


	/s/ MA YINGNA

	OCTOVEST INTERNATIONAL HOLDING CO., LTD.



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


	PAN, I-MING (aka Robin PAN)


	/s/ PAN, I-MING


	VENTUS CORPORATION



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


	TANG, HSIN


	/s/ TANG, HSIN

	MIDDLESEX HOLDINGS CORPORATION INC



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


	LIN, YUNG-CHIEH


	/s/ LIN, YUNG-CHIEH

	RICH DRAGON CONSULTANTS LIMITED



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


	CHANG, JR-NENG


	/s/ CHANG, JR-NENG


	NUTRONICS TECHNOLOGY CORPORATION



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


	LEE, FU-CHI


	/s/ LEE, FU-CHI


	UNIGLOBE SECURITIES LIMITED



	By:	/s/ Chun Mei CHEN De Chang
	Name: Its:	Chun Mei CHEN De Chang Sole director


	CHUN MEI CHEN DE CHANG


	/s/ CHUN MEI CHEN DE CHANG

	NEW ESSENTIAL HOLDINGS LIMITED



	By:	/s/ CHANG Sui Gin
	Name: Its:	CHANG Sui Gin Sole director


	CHANG SUI GIN


	/s/ CHANG SUI GIN


	EMBONA HOLDINGS (MALAYSIA) LIMITED



	By:	/s/ YEH, Chia-Wen
	Name: Its:	YEH, Chia-Wen Sole director


	EMBONA HOLDINGS LIMITED



	By:	/s/ YEH, Chia-Wen
	Name: Its:	YEH, Chia-Wen Sole director


	SUFFOLK DRAGON VENTURES LTD



	By:	/s/ CHEN, Shu-Lin
	Name: Its:	CHEN, Shu-Lin Sole director

	GOOD TURN LIMITED



	By:	/s/ CHEN, Shu-Lin
	Name: Its:	CHEN, Shu-Lin Sole director


	TOP BEST DEVELOPMENT LIMITED



	By:	/s/ YEH HSU, Li-Li
	Name: Its:	YEH HSU, Li-Li Sole director


	PEAKFORD INTERNATIONAL CO., LTD.



	By:	/s/ YEH HSU, Li-Li
	Name: Its:	YEH HSU, Li-Li Sole director

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 thereof:

12	NEW ESSENTIAL The business address of New Essential is Hatuey Case, 70 Los Maestros, Santo Domingo, Dominican Republic. New Essential’s sole director is Mr. CHANG Sui Gin, whose principal occupation and citizenship are set forth below. Mr. CHANG shares the same business address with New Essential.
13	EMBONA MALAYSIA The business address of Embona Malaysia is No.15, Lane 342, Sec. 2, Jhihshan Rd., Shihlin District, Taipei City 111, Taiwan (Republic of China). Embona Malaysia’s sole director is Mr. YEH, Chia-Wen, whose principal occupation and citizenship are set forth below this paragraph. Mr. YEH shares the same business address with Embona Malaysia.
	Business Address	Principal Occupation	Citizenship
	No.15, Lane 342, Sec. 2 Jhihshan Rd., Shihlin District Taipei City 111, Taiwan (Republic of China)	Entrepreneur	Republic of China

14	SUFFOLK The business address of Suffolk is No.19, Lane 342, Sec. 2, Jhihshan Rd., Shihlin District, Taipei City 111, Taiwan (Republic of China). Suffolk’s sole director is Mr. CHEN, Shu-Lin, whose principal occupation and citizenship are set forth below this paragraph. Mr. CHEN shares the same business address with Suffolk.
	Business Address	Principal Occupation	Citizenship
	No.19, Lane 342, Sec. 2 Jhihshan Rd., Shihlin District Taipei City 111, Taiwan (Republic of China)	Entrepreneur	Republic of China

15	TOP BEST The business address of Top Best is No.15, Lane 342, Sec. 2, Jhihshan Rd., Shihlin District, Taipei City 111, Taiwan (Republic of China). Top Best’s sole director is Ms. YEH HSU, Li-Li, whose principal occupation and citizenship are set

forth below this paragraph. Ms. YEH HSU shares the same business address with Top Best.
Business Address	Principal Occupation	Citizenship
No.15, Lane 342, Sec. 2 Jhihshan Rd., Shihlin District Taipei City 111, Taiwan (Republic of China)	Entrepreneur	Republic of China

II.	CONTROLLING PERSONS

Section II of Annex A is hereby amended by adding the following to the end thereof:

12a	CHANG Sui Gin
	Business Address	Principal Occupation	Citizenship
	Hatuey Case 70 Los Maestros Santo Domingo	Entrepreneur	Dominican Republic
13a	(1) EMBONA Embona is the sole shareholder of Embona Malaysia. The business address of Embona is No.15, Lane 342, Sec. 2, Jhihshan Rd., Shihlin District, Taipei City 111, Taiwan (Republic of China). Embona’s sole director is Mr. YEH, Chia-Wen, whose principal occupation and citizenship are set forth below. Mr. YEH shares the same business address with Embona.
	Business Address	Principal Occupation	Citizenship
	No.15, Lane 342, Sec. 2 Jhihshan Rd., Shihlin District Taipei City 111, Taiwan (Republic of China)	Entrepreneur	Republic of China

	(2) PEAKFORD Peakford is the sole shareholder of Embona. Peakford has five individual shareholders, each of whom has a 20% shareholding interest in Peakford. The business address of Peakford is No.15, Lane 342, Sec. 2, Jhihshan Rd., Shihlin District, Taipei City 111, Taiwan (Republic of China). Peakford’s sole director is Ms. YEH HSU, Li-Li, whose principal occupation and citizenship are set forth below. Ms. YEH HSU shares the same business address with Peakford.
	Business Address	Principal Occupation	Citizenship
	No.15, Lane 342, Sec. 2 Jhihshan Rd., Shihlin District Taipei City 111, Taiwan (Republic of China)	Entrepreneur	Republic of China

	(3a) YEH, Chia-Wen
	Business Address	Principal Occupation	Citizenship
	No.15, Lane 342, Sec. 2 Jhihshan Rd., Shihlin District Taipei City 111, Taiwan (Republic of China)	Entrepreneur	Republic of China
	(3b) YEH HSU, Li-Li
	Business Address	Principal Occupation	Citizenship
	No.15, Lane 342, Sec. 2 Jhihshan Rd., Shihlin District Taipei City 111, Taiwan (Republic of China)	Entrepreneur	Republic of China
	(3c) YEH, Ming-Han
	Business Address	Principal Occupation	Citizenship
	No.15, Lane 342, Sec. 2 Jhihshan Rd., Shihlin District Taipei City 111, Taiwan (Republic of China)	Research and Development	Republic of China
	(3d) YEH, Bo-Chun
	Business Address	Principal Occupation	Citizenship
	No.15, Lane 342, Sec. 2 Jhihshan Rd., Shihlin District Taipei City 111, Taiwan (Republic of China)	Business Management	Republic of China
	(3e) YEH, Wei-Yen
	Business Address	Principal Occupation	Citizenship
	No.15, Lane 342, Sec. 2 Jhihshan Rd., Shihlin District Taipei City 111, Taiwan (Republic of China)	Student	Republic of China
14a	GOOD TURN Good Turn is the sole shareholder of Suffolk. Good Turn has five individual shareholders, each of whom has a 20% shareholding interest in Good Turn. The business address of Good Turn is No.19, Lane 342, Sec. 2, Jhihshan Rd., Shihlin District, Taipei City 111, Taiwan (Republic of China). Good Turn’s sole director is Mr. CHEN, Shu-Lin, whose principal occupation and citizenship are set forth below. Mr. CHEN shares the same business address with Good Turn.

	Business Address	Principal Occupation	Citizenship
	No.19, Lane 342, Sec. 2 Jhihshan Rd., Shihlin District Taipei City 111, Taiwan (Republic of China)	Entrepreneur	Republic of China
	(1a) YEH, Po-Len
	Business Address	Principal Occupation	Citizenship
	No.19, Lane 342, Sec. 2 Jhihshan Rd., Shihlin District Taipei City 111, Taiwan (Republic of China)	Entrepreneur	Republic of China
	(1b) CHEN, Shu-Lin
	Business Address	Principal Occupation	Citizenship
	No.19, Lane 342, Sec. 2 Jhihshan Rd., Shihlin District Taipei City 111, Taiwan (Republic of China)	Entrepreneur	Republic of China
	(1c) YEH, Yi-Chen (aka Angela Y.C. Yeh)
	Business Address	Principal Occupation	Citizenship
	No.19, Lane 342, Sec. 2 Jhihshan Rd., Shihlin District Taipei City 111, Taiwan (Republic of China)	Business Management	Republic of China
	(1d) YEH, Yen-Hsi
	Business Address	Principal Occupation	Citizenship
	No.19, Lane 342, Sec. 2 Jhihshan Rd., Shihlin District Taipei City 111, Taiwan (Republic of China)	Business Management	Republic of China
	(1e) YEH, Wei-Hsi
	Business Address	Principal Occupation	Citizenship
	No.19, Lane 342, Sec. 2 Jhihshan Rd., Shihlin District Taipei City 111, Taiwan (Republic of China)	Student	Republic of China
15a	PEAKFORD Please see 13a above.

EXHIBIT INDEX

Exhibit 7.01

Joint Filing Agreement by and between the Group 1 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 Group 1 Reporting Persons and the Group 2 Reporting Persons, dated July 8, 2016.**

Exhibit 7.06

Deed of Adherence to the Consortium Agreement by and between New Essential, Embona Malaysia, Suffolk, and Top Best dated August 15, 2016.

Exhibit 7.07

Joinder Agreement to the Joint Filing Agreement by and between the Group 1 Reporting Persons, the Group 2 Reporting Persons and the Group 3 Reporting Persons, dated August 15, 2016

*Previously filed along with our Schedule 13D filed with the SEC on May 23, 2016.

**Previously filed along with our Schedule 13D/A filed with the SEC on July 11, 2016.

EX-99.706 2 exh-706.htm

THIS ADHERENCE AGREEMENT (this “Agreement”) is entered into on August 15, 2016 between:

(1)

NEW ESSENTIAL HOLDINGS LIMITED, a limited liability company organized and existing under the laws of the British Virgin Islands with its registered address at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands;

(2)

EMBONA HOLDINGS (MALAYSIA) LIMITED, a limited liability company organized and existing under the laws of Malaysia with its registered address at J Level 6(D), Main Office Tower, Financial Park Labuan Complex, Jalan Merdeka, 87000 Labuan F.T., Malaysia;

(3)

SUFFOLK DRAGON VENTURES LTD, a limited liability company organized and existing under the laws of the British Virgin Islands with its registered address at Nerine Chambers, P.O. Box 905, Road Town, Tortola, British Virgin Islands; and

(4)

TOP BEST DEVELOPMENT LIMITED, a limited liability company organized and existing under the laws of the British Virgin Islands with its registered address at Portcullis TrustNet Chambers, P.O. Box3444, Road Town, Tortola, British VirginIslands.

(each a “New Member”)

RECITALS:

WHEREAS, the parties listed at Annex A (the “Existing Parties”) entered into a consortium agreement initially dated May 18, 2016, (as amended by an adherence agreement dated July 08, 2016, 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.

	NEW ESSENTIAL HOLDINGS LIMITED

	By:	/s/ CHANG Sui Gin
	Name:	CHANG Sui Gin
	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.

	EMBONA HOLDINGS (MALAYSIA) LIMITED

	By:	/s/ YEH, Chia-Wen
	Name:	YEH, Chia-Wen
	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.

	SUFFOLK DRAGON VENTURES LTD

	By:	/s/ CHEN, Shu-Lin
	Name:	CHEN, Shu-Lin
	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.

	TOP BEST DEVELOPMENT LIMITED

	By:	/s/ YEH HSU, Li-Li
	Name:	YEH HSU, Li-Li
	Title:	Sole Director

	Notice details

	Address: ####
	Email: ####
	Facsimile: ####

ANNEX A (ADHERENCE AGREEMENT)

EXISTING MEMBERS

Surrey Glory Investments Inc.

Supernova Investment Ltd.

Tongtong Investment Holding Co., Ltd.

Perfectech Int’l Ltd.

Allpremier Investment Limited

Octovest International Holding Co., Ltd.

Ventus Corporation

Middlesex Holdings Corporation Inc

Rich Dragon Consultants Limited

Nutronics Technology Corporation

Uniglobe Securities Limited

SCHEDULE A (ADHERENCE AGREEMENT)

TARGET SECURITIES HELD OF RECORD

(1) Ordinary Shares
New Member	Ordinary Shares	ADSs	Subtotal (Ordinary Shares)
New Essential Holdings Limited Embona Holdings (Malaysia) Limited Suffolk Dragon Ventures Ltd Top Best Development Limited	3,600,000 4,800,000 12,732,622 11,532,623	Nil Nil Nil Nil	3,600,000 4,800,000 12,732,622 11,532,623

(2) Other Securities
New Member	Securities
New Essential Holdings Limited Embona Holdings (Malaysia) Limited Suffolk Dragon Ventures Ltd Top Best Development Limited		N/A N/A N/A N/A

EX-99.707 3 exh-707.htm

JOINDER AGREEMENT

This JOINDER AGREEMENT (the “Joinder”) is dated as of August 15, 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 May 18, 2016 (as amended by an adherence agreement dated July 8, 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 May 18, 2016 (as amended by a joinder agreement dated July 8, 2016, the “Joint Filing Agreement”), 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 an adherence agreement to the Consortium Agreement on August 15, 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 INC.


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


	CHANG, YUNG-SEN


	/s/ CHANG, YUNG-SEN

	SUPERNOVA INVESTMENT LTD.


	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 INT’L 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 LIMITED


	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

	NEW ESSENTIAL HOLDINGS LIMITED


	By:	/s/ CHANG Sui Gin
	Name:	CHANG Sui Gin
	Its:	Sole director


	CHANG SUI GIN


	/s/ CHANG SUI GIN

	EMBONA HOLDINGS (MALAYSIA) LIMITED


	By:	/s/ YEH, Chia-Wen
	Name:	YEH, Chia-Wen
	Its:	Sole director

	EMBONA HOLDINGS LIMITED


	By:	/s/ YEH, Chia-Wen
	Name:	YEH, Chia-Wen
	Its:	Sole director

	SUFFOLK DRAGON VENTURES LTD


	By:	/s/ CHEN, Shu-Lin
	Name:	CHEN, Shu-Lin
	Its:	Sole director

	GOOD TURN LIMITED


	By:	/s/ CHEN, Shu-Lin
	Name:	CHEN, Shu-Lin
	Its:	Sole director

	TOP BEST DEVELOPMENT LIMITED


	By:	/s/ YEH HSU, Li-Li
	Name:	YEH HSU, Li-Li
	Its:	Sole director

	PEAKFORD INTERNATIONAL CO., LTD.


	By:	/s/ YEH HSU, Li-Li
	Name:	YEH HSU, Li-Li
	Its:	Sole director

ANNEX A

Parties to this Agreement

(1)	Original Filing Persons

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

(2)	Additional Filing Persons

Name of New Member	Name of Controlling Person
New Essential Holdings Limited	Chang Sui Gin
Embona Holdings (Malaysia) Limited	Embona Holdings Limited
Suffolk Dragon Ventures Ltd	Good Turn Limited
Top Best Development Limited	Peakford International Co., Ltd.