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.
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SURREY GLORY INVESTMENTS INC.
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By:
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/s/ XXXXX, Xxxx-Sen
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Name:
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XXXXX, Xxxx-Sen
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Its:
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Sole director
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XXXXX, XXXX-SEN | ||||
/s/ XXXXX, XXXX-SEN |
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SUPERNOVA INVESTMENT LTD.
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By:
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/s/ XXXX, Xxxxx-Wen
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Name:
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XXXX, Xxxxx-Wen (aka Xxxxxxx XXXX)
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Its:
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Sole director
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XXXX, XXXXX-WEN (aka XXXXXXX XXXX) | ||||
/s/ XXXX, XXXXX-WEN |
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TONGTONG INVESTMENT HOLDING CO., LTD.
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By:
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/s/ XXX, Xxx-Xxxx
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Name:
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XXX, Xxx-Xxxx
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Its:
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Sole director
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XXX, XXX-XXXX | ||||
/s/ XXX, XXX-XXXX |
2
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PERFECTECH INT’L LTD.
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By:
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/s/ Xxxxx Xxx-Xxx LO
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Name:
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Xxxxx Xxx-Xxx LO
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Its:
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Sole director
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XXXXX XXX-XXX LO | ||||
/s/ XXXXX XXX-XXX LO |
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ALLPREMIER INVESTMENT LIMITED
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By:
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/s/ MA Yingna
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Name:
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MA Yingna
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Its:
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Sole director
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MA YINGNA | ||||
/s/ MA YINGNA |
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OCTOVEST INTERNATIONAL HOLDING CO., LTD.
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By:
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/s/ PAN, I-Ming
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Name:
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PAN, I-Ming (aka Xxxxx PAN)
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Its:
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Sole director
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PAN, I-MING (aka Xxxxx PAN) | ||||
/s/ PAN, I-MING |
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VENTUS CORPORATION
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By:
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/s/ XXXX, Xxxx
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Name:
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XXXX, Xxxx
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Its:
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Sole director
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XXXX, XXXX | ||||
/s/ XXXX, XXXX |
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MIDDLESEX HOLDINGS CORPORATION INC
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By:
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/s/ XXX, Xxxx-Chieh
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Name:
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XXX, Xxxx-Chieh
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Its:
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Sole director
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XXX, XXXX-CHIEH | ||||
/s/ XXX, XXXX-CHIEH |
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RICH DRAGON CONSULTANTS LIMITED
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By:
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/s/ XXXXX, Jr-Xxxx
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Name:
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XXXXX, Jr-Xxxx
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Its:
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Sole director
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XXXXX, JR-XXXX | ||||
/s/ XXXXX, JR-XXXX |
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NUTRONICS TECHNOLOGY CORPORATION
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By:
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/s/ XXX, Fu-Chi
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Name:
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XXX, Fu-Chi
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Its:
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Sole director
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XXX, FU-CHI | ||||
/s/ XXX, FU-CHI |
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UNIGLOBE SECURITIES LIMITED
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By:
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/s/ Chun Xxx XXXX Xx Xxxxx
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Name:
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Chun Xxx XXXX Xx Xxxxx
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Its:
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Sole director
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CHUN XXX XXXX XX XXXXX | ||||
/s/ CHUN XXX XXXX XX XXXXX |
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NEW ESSENTIAL HOLDINGS LIMITED
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By:
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/s/ XXXXX Xxx Gin
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Name:
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XXXXX Xxx Gin
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Its:
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Sole director
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XXXXX XXX GIN | ||||
/s/ XXXXX XXX GIN |
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EMBONA HOLDINGS (MALAYSIA) LIMITED
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By:
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/s/ YEH, Chia-Wen
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Name:
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YEH, Chia-Wen
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Its:
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Sole director
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EMBONA HOLDINGS LIMITED
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By:
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/s/ YEH, Chia-Wen
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Name:
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YEH, Chia-Wen
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Its:
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Sole director
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SUFFOLK DRAGON VENTURES LTD
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By:
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/s/ XXXX, Xxx-Xxx
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Name:
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XXXX, Xxx-Xxx
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Its:
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Sole director
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6
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GOOD TURN LIMITED
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By:
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/s/ XXXX, Xxx-Xxx
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Name:
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XXXX, Xxx-Xxx
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Its:
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Sole director
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TOP BEST DEVELOPMENT LIMITED
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By:
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/s/ YEH HSU, Li-Li
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Name:
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YEH HSU, Li-Li
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Its:
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Sole director
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PEAKFORD INTERNATIONAL CO., LTD.
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By:
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/s/ YEH HSU, Li-Li
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Name:
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YEH HSU, Li-Li
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Its:
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Sole director
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7
ANNEX A
Parties to this Agreement
(1)
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Original Filing Persons
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Name of Existing Member
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Name of Controlling Person
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Surrey Glory Investments Inc.
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Xxxxx, Xxxx-Sen
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Supernova Investment Ltd.
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Xxxx, Xxxxx-Wen (aka Xxxxxxx Xxxx),
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Tongtong Investment Holding Co., Ltd.
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Xxx, Xxx-Xxxx
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Perfectech Int’l Ltd.
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Xxxxx Xxx-Xxx Lo
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Allpremier Investment Limited
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Ma Yingna
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Octovest International Holding Co., Ltd.
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Pan, I-Ming (aka Xxxxx Pan),
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Ventus Corporation
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Xxxx, Xxxx
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Middlesex Holdings Corporation Inc
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Xxx, Xxxx-Xxxxx
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Xxxx Dragon Consultants Limited
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Xxxxx, Jr-Xxxx
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Nutronics Technology Corporation
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Xxx, Fu-Chi
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Uniglobe Securities Limited
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Chun Xxx Xxxx Xx Xxxxx
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(2)
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Additional Filing Persons
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Name of New Member
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Name of Controlling Person
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New Essential Holdings Limited
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Xxxxx Xxx Gin
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Embona Holdings (Malaysia) Limited
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Embona Holdings Limited
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Suffolk Dragon Ventures Ltd
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Good Turn Limited
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Top Best Development Limited
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Peakford International Co., Ltd.
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