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/ XXXXX Xxxx Sen
Name: XXXXX Xxxx Sen
Its: Sole director
XXXXX XXXX SEN
/s/ XXXXX Xxxx Sen
By: /s/ XXXX, Xxxxx-Wen
Name: XXXX, Xxxxx-Wen (aka Xxxxxxx
XXXX)
Its: Sole director
XXXX, XXXXX-WEN (aka XXXXXXX
XXXX)
/s/ XXXX, Xxxxx-Wen
TONGTONG INVESTMENT HOLDING
CO., LTD.
By: /s/ XXX, Xxx-Xxxx
Name: XXX, Xxx-Xxxx
Its: Sole director
2
XXX, XXX-XXXX
/s/ XXX, Xxx-Xxxx
PERFECTECH INTERNATIONAL LTD
By: /s/ Xxxxx Xxx-Xxx LO
Name: Xxxxx Xxx-Xxx LO
Its: Sole director
XXXXX XXX-XXX LO
/s/ Xxxxx Xxx-Xxx 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 Xxxxx PAN)
Its: Sole director
3
PAN, I-MING (aka Xxxxx PAN)
/s/ PAN, I-Ming
VENTUS CORPORATION
By: /s/ XXXX Xxxx
Name: XXXX Xxxx
Its: Sole director
XXXX XXXX
/s/ XXXX Xxxx
MIDDLESEX HOLDINGS
CORPORATION INC
By: /s/ XXX, Xxxx-Chieh
Name: XXX, Xxxx-Chieh
Its: Sole director
XXX, XXXX-CHIEH
/s/ XXX, Xxxx-Chieh
4
RICH DRAGON CONSULTANTS
LIMITED
By: /s/ XXXXX Xx-Xxxx
Name: XXXXX Xx-Xxxx
Its: Sole director
XXXXX XX-XXXX
/s/ XXXXX Xx-Xxxx
NUTRONICS TECHNOLOGY
CORPORATION
By: /s/ XXX XX CHI
Name: XXX Xx Chi
Its: Sole director
XXX XX CHI
/s/ XXX XX CHI
UNIGLOBE SECURITIES LIMITED
By: /s/ CHUN XXX XXXX XX XXXXX
Name: CHUN XXX XXXX XX XXXXX
Its: Sole director
CHUN XXX XXXX XX XXXXX
/s/ CHUN XXX XXXX XX XXXXX
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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
|
Xxxxx Xxxx Sen
|
|
Xxxx, Xxxxx-Wen (aka Xxxxxxx Xxxx)
|
|
|
Tongtong Investment Holding Co., Ltd.
|
Xxx, Xxx-Xxxx
|
|
Perfectech International Ltd
|
Xxxxx Xxx-Xxx Lo
|
|
Allpremier Investment Ltd
|
Ma Yingna
|
|
Octovest International Holding Co., Ltd.
|
Pan, I-Ming (aka Xxxxx Pan)
|
|
Ventus Corporation
|
Xxxx Xxxx
|
|
(2)
|
Additional Filing Persons
|
|
Name of New Member
|
Name of Controlling Person
|
|
Middlesex Holdings Corporation Inc
|
Xxx, Xxxx-Xxxxx
|
|
Xxxx Dragon Consultants Limited
|
Xxxxx Xx-Xxxx
|
|
Nutronics Technology Corporation
|
Xxx Xx Chi
|
|
Uniglobe Securities Limited
|
Chun Xxx Xxxx Xx Xxxxx
|
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