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
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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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