[ACTIONS SEMICONDUCTOR CO., LTD , 2016 Shareholders of Actions Semiconductor Co., Ltd Re: Notice of Extraordinary General Meeting of Shareholders Dear Shareholder: You are cordially invited to attend an extraordinary general meeting of shareholders of Actions Semiconductor Co., Ltd (the “Company”) to]
[ACTIONS SEMICONDUCTOR CO., LTD , 2016 Shareholders of Actions Semiconductor Co., Ltd Re: Notice of Extraordinary General Meeting of Shareholders Dear Shareholder: You are cordially invited to attend an extraordinary general meeting of shareholders of Actions Semiconductor Co., Ltd (the “Company”) to]
[ACTIONS SEMICONDUCTOR CO., LTD , 2016 Shareholders of Actions Semiconductor Co., Ltd Re: Notice of Extraordinary General Meeting of Shareholders Dear Shareholder: You are cordially invited to attend an extraordinary general meeting of shareholders of Actions Semiconductor Co., Ltd (the “Company”) to be held on at a.m. (Hong Kong Time). The meeting will be held at . The attached notice] [CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Actions Semiconductor Co., Ltd . DISCUSSION MATERIALS FOR THE SPECIAL COMMITTEE AUGUST 1, 2016 | CONFIDENTIAL CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Table of Contents Page 1. Executive Summary 3 2. Selected Public Market Observation 6 3. Financial Analyses 11 4. Appendices 15 5. Disclaimer 26 2 CONFIDENTIAL – PRELIMINARY] [CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Actions Semiconductor Co., Ltd . DISCUSSION MATERIALS FOR THE FAIRNESS REVIEW COMMITTEE SEPTEMBER 12, 2016 | CONFIDENTIAL CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Table of Contents 2 Page 1. Summary of Financial Changes from May 31 to July 31, 2016 3 2. Executive Summary 6 3. Selected Public Market Observations] []
[ACTIONS SEMICONDUCTOR CO., LTD , 2016 Shareholders of Actions Semiconductor Co., Ltd Re: Notice of Extraordinary General Meeting of Shareholders Dear Shareholder: You are cordially invited to attend an extraordinary general meeting of shareholders of Actions Semiconductor Co., Ltd (the “Company”) to be held on at a.m. (Hong Kong Time). The meeting will be held at . The attached notice] [CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Actions Semiconductor Co., Ltd . DISCUSSION MATERIALS FOR THE SPECIAL COMMITTEE AUGUST 1, 2016 | CONFIDENTIAL CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Table of Contents Page 1. Executive Summary 3 2. Selected Public Market Observation 6 3. Financial Analyses 11 4. Appendices 15 5. Disclaimer 26 2 CONFIDENTIAL – PRELIMINARY] [CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Actions Semiconductor Co., Ltd . DISCUSSION MATERIALS FOR THE FAIRNESS REVIEW COMMITTEE SEPTEMBER 12, 2016 | CONFIDENTIAL CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Table of Contents 2 Page 1. Summary of Financial Changes from May 31 to July 31, 2016 3 2. Executive Summary 6 3. Selected Public Market Observations] []
[Execution Version AGREEMENT AND PLAN OF MERGER among SUPERNOVA INVESTMENT LTD., STARMAN LIMITED and ACTIONS SEMICONDUCTOR CO., LTD. Dated as of September 12, 2016 TABLE OF CONTENTS Page Article I THE MERGER 2 Section 1.01 The Merger 2 Section 1.02 Closing; Closing Date 2 Section 1.03 Effective Time 2 Section 1.04 Effects of the Merger 3 Section 1.05 Memorandum and] [Execution Version VOTING AND SUPPORT AGREEMENT Agreement Parent Merger Sub Merger Agreement Company This Voting and Support Agreement (this “ Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement. Consortium Agreement Merger WHEREAS, as representative of the Rollover Shareholders, Parent has entered into the Merger Agreement, which provides, among] [CUSIP No. 00507E107 1. Names of Reporting Persons Surrey Glory Investments Inc. 2. Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ 3. SEC Use Only 4. Source of Funds OO 5. ☐ 6. Citizenship or Place of Organization British Virgin Islands Number of]
[Execution Version AGREEMENT AND PLAN OF MERGER among SUPERNOVA INVESTMENT LTD., STARMAN LIMITED and ACTIONS SEMICONDUCTOR CO., LTD. Dated as of September 12, 2016 TABLE OF CONTENTS Page Article I THE MERGER 2 Section 1.01 The Merger 2 Section 1.02 Closing; Closing Date 2 Section 1.03 Effective Time 2 Section 1.04 Effects of the Merger 3 Section 1.05 Memorandum and] [Execution Version VOTING AND SUPPORT AGREEMENT Agreement Parent Merger Sub Merger Agreement Company This Voting and Support Agreement (this “ Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement. Consortium Agreement Merger WHEREAS, as representative of the Rollover Shareholders, Parent has entered into the Merger Agreement, which provides, among] [CUSIP No. 00507E107 1. Names of Reporting Persons Surrey Glory Investments Inc. 2. Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ 3. SEC Use Only 4. Source of Funds OO 5. ☐ 6. Citizenship or Place of Organization British Virgin Islands Number of]
[] [FORM 6-K ACTIONS SEMICONDUCTOR CO., LTD. No. 1, Ke Ji Si Road Technology Innovation Coast of Hi-Tech Zone, Zhuhai Guangdong, 519085 The People’s Republic of China (86-756) 339-2353 x Form 20-F o Form 40-F o o Actions Semiconductor Co., Ltd. Nigel Liu Chief Financial Officer 6-K 1 v448705_6k.htm FORM 6-K]
[] [FORM 6-K ACTIONS SEMICONDUCTOR CO., LTD. No. 1, Ke Ji Si Road Technology Innovation Coast of Hi-Tech Zone, Zhuhai Guangdong, 519085 The People’s Republic of China (86-756) 339-2353 x Form 20-F o Form 40-F o o Actions Semiconductor Co., Ltd. Nigel Liu Chief Financial Officer 6-K 1 v448705_6k.htm FORM 6-K]
[THIS ADHERENCE AGREEMENT Agreement (1) NEW ESSENTIAL HOLDINGS LIMITED (2) EMBONA HOLDINGS (MALAYSIA) LIMITED (3) SUFFOLK DRAGON VENTURES LTD (4) TOP BEST DEVELOPMENT LIMITED New Member (each a “ RECITALS: Annex A Existing Parties Consortium Agreement Transaction Target Nasdaq WHEREAS, the parties listed at Section 1.04 WHEREAS, the New Members now wish to participate in the Transaction contemplated under the] [JOINDER AGREEMENT Joinder Original Reporting Persons Additional Reporting Persons This JOINDER AGREEMENT (the “ Consortium Agreement Transaction Joint Filing Agreement 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] [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. ☐ 6. Citizenship or Place of Organization British Virgin Islands Number of 7. Sole Voting Power 8.]
[THIS ADHERENCE AGREEMENT Agreement (1) NEW ESSENTIAL HOLDINGS LIMITED (2) EMBONA HOLDINGS (MALAYSIA) LIMITED (3) SUFFOLK DRAGON VENTURES LTD (4) TOP BEST DEVELOPMENT LIMITED New Member (each a “ RECITALS: Annex A Existing Parties Consortium Agreement Transaction Target Nasdaq WHEREAS, the parties listed at Section 1.04 WHEREAS, the New Members now wish to participate in the Transaction contemplated under the] [JOINDER AGREEMENT Joinder Original Reporting Persons Additional Reporting Persons This JOINDER AGREEMENT (the “ Consortium Agreement Transaction Joint Filing Agreement 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] [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. ☐ 6. Citizenship or Place of Organization British Virgin Islands Number of 7. Sole Voting Power 8.]
