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 |
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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 |
3
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
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 |
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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 |
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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 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. |
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