Filing Details

Accession Number:
0000898432-16-002837
Form Type:
13D Filing
Publication Date:
2016-08-22 16:58:13
Filed By:
Supernova Investment Inc.
Company:
Actions Semiconductor Co Ltd (NASDAQ:ACTS)
Filing Date:
2016-08-22
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
New Essential Holdings Limited 3,600,000 0 3,600,000 0 3,600,000 1.6%
CHANG Sui Gin 3,600,000 0 3,600,000 0 3,600,000 1.6%
Embona Holdings (Malaysia) Limited 4,800,000 0 4,800,000 0 4,800,000 2.2%
Embona Holdings Limited 4,800,000 0 4,800,000 0 4,800,000 2.2%
Suffolk Dragon Ventures Ltd 12,732,622 0 12,732,622 0 12,732,622 5.8%
Good Turn Limited 12,732,622 0 12,732,622 0 12,732,622 5.8%
Top Best Development Limited 11,532,623 0 11,532,623 0 11,532,623 5.2%
Peakford International Co., Ltd 16,332,623 0 16,332,623 0 16,332,623 7.4%
Ordinary Shares in which the Reporting Person has shared voting and dispositive power Beneficial Ownership Percentage
Filing
 
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
 
Washington, D.C. 20549
 
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 2*)
 
Actions Semiconductor Co., Ltd.
(Name of Issuer)

Ordinary Shares, Par Value US$0.000001 per share
 (Title of Class of Securities)

00507E107
 (CUSIP Number)
 
Niccolo CHEN
Room 906, 9/F No.2, Lane 150, Sec. 5 Xinyi Road
Xinyi District
Taipei City 110
Taiwan (Republic of China)
Tel No. (886) 227 585 565 ext 511
 
With a copy to:

Virginia Tam
K&L Gates LLP
44th Floor, Edinburgh Tower, The Landmark
15 Queen’s Road Central
Hong Kong
Tel. No. (852) 2230 3535
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 15, 2016
 (Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
 
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     
 
6.
Citizenship or Place of Organization
British Virgin Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
3,600,000 ordinary shares.  Mr. CHANG Sui Gin may also be deemed to have sole voting power with respect to the foregoing shares.
8.
Shared Voting Power
-0-
9.
Sole Dispositive Power
3,600,000 ordinary shares. Mr. CHANG Sui Gin may also be deemed to have sole dispositive power with respect to the foregoing shares.
10.
Shared Dispositive Power
-0-
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,600,000 ordinary shares
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares  
 
13.
Percent of Class Represented by Amount in Row (11)
1.6%(1)
 
14.
Type of Reporting Person
CO

--
(1) Based on 221,624,914 ordinary shares (excluding the number of ADSs repurchased) of the Issuer outstanding as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2016.

CUSIP No. 00507E107
 
1.
Names of Reporting Persons
CHANG Sui Gin
 
2.
Check the Appropriate Box if a Member of a Group
   
(a)
   
(b)
 
3.
SEC Use Only
 
4.
Source of Funds
OO
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     
 
6.
Citizenship or Place of Organization
Dominican Republic
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
3,600,000 ordinary shares. New Essential Holdings Limited may also be deemed to have sole voting power with respect to the foregoing shares.
8.
Shared Voting Power
-0-
9.
Sole Dispositive Power
3,600,000 ordinary shares. New Essential Holdings Limited may also be deemed to have sole dispositive power with respect to the foregoing shares.
10.
Shared Dispositive Power
-0-
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,600,000 ordinary shares
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares  
 
13.
Percent of Class Represented by Amount in Row (11)
1.6%(1)
 
14.
Type of Reporting Person
IN

--
(1) Based on 221,624,914 ordinary shares (excluding the number of ADSs repurchased) of the Issuer outstanding as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2016.

CUSIP No. 00507E107
 
1.
Names of Reporting Persons
Embona Holdings (Malaysia) Limited
 
2.
Check the Appropriate Box if a Member of a Group
   
(a)
   
(b)
 
3.
SEC Use Only
 
4.
Source of Funds
OO
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     
 
6.
Citizenship or Place of Organization
Malaysia
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
4,800,000 ordinary shares. Embona Holdings Limited may also be deemed to have sole voting power with respect to the foregoing shares.
8.
Shared Voting Power
-0-
9.
Sole Dispositive Power
4,800,000 ordinary shares. Embona Holdings Limited may also be deemed to have sole dispositive power with respect to the foregoing shares.
10.
Shared Dispositive Power
-0-
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
4,800,000 ordinary shares
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares  
 
13.
Percent of Class Represented by Amount in Row (11)
2.2%(1)
 
14.
Type of Reporting Person
CO

--
(1) Based on 221,624,914 ordinary shares (excluding the number of ADSs repurchased) of the Issuer outstanding as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2016.

CUSIP No. 00507E107
 
1.
Names of Reporting Persons
Embona 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.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     
 
6.
Citizenship or Place of Organization
British Virgin Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
4,800,000 ordinary shares. Embona Holdings (Malaysia) Limited may also be deemed to have sole voting power with respect to the foregoing shares.
8.
Shared Voting Power
-0-
9.
Sole Dispositive Power
4,800,000 ordinary shares. Embona Holdings (Malaysia) Limited may also be deemed to have sole dispositive power with respect to the foregoing shares.
10.
Shared Dispositive Power
-0-
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
4,800,000 ordinary shares
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares  
 
13.
Percent of Class Represented by Amount in Row (11)
2.2% (1)
 
14.
Type of Reporting Person
CO

--
(1) Based on 221,624,914 ordinary shares (excluding the number of ADSs repurchased) of the Issuer outstanding as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2016.

CUSIP No. 00507E107
 
1.
Names of Reporting Persons
Suffolk Dragon Ventures Ltd
 
2.
Check the Appropriate Box if a Member of a Group
   
(a)
   
(b)
 
3.
SEC Use Only
 
4.
Source of Funds
OO
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     
 
6.
Citizenship or Place of Organization
British Virgin Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
12,732,622 ordinary shares. Good Turn Limited may also be deemed to have sole voting power with respect to the foregoing shares.
8.
Shared Voting Power
-0-
9.
Sole Dispositive Power
12,732,622 ordinary shares. Good Turn Limited may also be deemed to have sole dispositive power with respect to the foregoing shares.
10.
Shared Dispositive Power
-0-
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
12,732,622  ordinary shares
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares  
 
13.
Percent of Class Represented by Amount in Row (11)
5.8%(1)
 
14.
Type of Reporting Person
CO

--
(1) Based on 221,624,914 ordinary shares (excluding the number of ADSs repurchased) of the Issuer outstanding as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2016.

CUSIP No. 00507E107
 
1.
Names of Reporting Persons
Good Turn Limited
 
2.
Check the Appropriate Box if a Member of a Group
   
(a)
   
(b)
 
3.
SEC Use Only
 
4.
Source of Funds
OO
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     
 
6.
Citizenship or Place of Organization
British Virgin Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
12,732,622 ordinary shares. Suffolk Dragon Ventures Ltd may also be deemed to have sole voting power with respect to the foregoing shares.
8.
Shared Voting Power
-0-
9.
Sole Dispositive Power
12,732,622 ordinary shares. Suffolk Dragon Ventures Ltd may also be deemed to have sole dispositive power with respect to the foregoing shares.
10.
Shared Dispositive Power
-0-
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
12,732,622 ordinary shares
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares  
 
13.
Percent of Class Represented by Amount in Row (11)
5.8%(1)
 
14.
Type of Reporting Person
CO

--
(1) Based on 221,624,914 ordinary shares (excluding the number of ADSs repurchased) of the Issuer outstanding as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2016.

CUSIP No. 00507E107
 
1.
Names of Reporting Persons
Top Best Development Limited
 
2.
Check the Appropriate Box if a Member of a Group
   
(a)
   
(b)
 
3.
SEC Use Only
 
4.
Source of Funds
OO
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     
 
6.
Citizenship or Place of Organization
British Virgin Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
11,532,623 ordinary shares. Peakford International Co., Ltd. may also be deemed to have sole voting power with respect to the foregoing shares.
8.
Shared Voting Power
-0-
9.
Sole Dispositive Power
11,532,623 ordinary shares. Peakford International Co., Ltd. may also be deemed to have sole dispositive power with respect to the foregoing shares.
10.
Shared Dispositive Power
-0-
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
11,532,623 ordinary shares
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares  
 
13.
Percent of Class Represented by Amount in Row (11)
5.2%(1)
 
14.
Type of Reporting Person
CO

--
(1) Based on 221,624,914 ordinary shares (excluding the number of ADSs repurchased) of the Issuer outstanding as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2016.

CUSIP No. 00507E107
 
1.
Names of Reporting Persons
Peakford International Co., Ltd.
 
2.
Check the Appropriate Box if a Member of a Group
   
(a)
   
(b)
 
3.
SEC Use Only
 
4.
Source of Funds
OO
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     
 
6.
Citizenship or Place of Organization
British Virgin Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
16,332,623 ordinary shares. Of the foregoing shares, Top Best Development Limited may also be deemed to have sole voting power with respect to 11,532,623 shares, and Embona Holdings (Malaysia) Limited or Embona Holdings Limited may also be deemed to have sole voting power with respect to 4,800,000 shares.
8.
Shared Voting Power
-0-
9.
Sole Dispositive Power
16,332,623 ordinary shares. Of the foregoing shares, Top Best Development Limited may also be deemed to have sole dispositive power with respect to 11,532,623 shares, and Embona Holdings (Malaysia) Limited or Embona Holdings Limited may also be deemed to have sole dispositive power with respect to 4,800,000 shares.
10.
Shared Dispositive Power
-0-
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
16,332,623 ordinary shares
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares  
 
13.
Percent of Class Represented by Amount in Row (11)
7.4%(1)
 
14.
Type of Reporting Person
CO

--
(1) Based on 221,624,914 ordinary shares (excluding the number of ADSs repurchased) of the Issuer outstanding as disclosed in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 28, 2016.

Item 1.   Security and Issuer

This Amendment No. 2 amends and supplements the Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) by and among 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 (collectively the “Group 1 Reporting Persons”) on May 23, 2016, as amended and supplemented by Amendment No. 1 filed by and among the Original Reporting Persons, Middlesex Holdings Corporation Inc, Lin, Yung-Chieh, Rich Dragon Consultants Limited, Chang, Jr-Neng, Nutronics Technology Corporation, Lee, Fu-Chi, Uniglobe Securities Limited and Chun Mei Chen De Chang (except for the Original Reporting Persons, collectively the “Group 2 Reporting Persons”) on July 11, 2016, relating to the ordinary shares, par value $0.000001 per share (as so amended, the “Original Statement”) of the Issuer. American depositary shares (“ADSs”), each representing six Ordinary Shares of the Issuer are trading on the NASDAQ Global Market.  The address of the principal executive offices of the Issuer is No. 1, Ke Ji Si Road, Technology Innovation Coast of Hi-Tech Zone, Zhuhai, Guangdong, 519085, the People’s Republic of China.

Except as provided herein, this statement does not modify any of the information previously reported on the Original Statement. Capitalized terms not otherwise defined herein shall have their respective meanings given to them in the Original Statement.

Item 2.            Identity and Background

Item 2 is hereby amended by adding the following corporate entities and their respective control persons (the “Group 3 Reporting Persons”) to the list of Holding Companies and Controlling Persons in the Original Statement:

Holding Companies:

 
Name
Jurisdiction of incorporation
12
New Essential Holdings Limited (“New Essential”)
British Virgin Islands
13
Embona Holdings (Malaysia) Limited (“Embona Malaysia”)
Malaysia
14
Suffolk Dragon Ventures Ltd (“Suffolk”)
British Virgin Islands
15
Top Best Development Limited (“Top Best”)
British Virgin Islands

Controlling Persons:

 
Name
Citizenship/Jurisdiction of incorporation
12
CHANG Sui Gin
Dominican Republic
13
Embona Holdings Limited (“Embona”)
British Virgin Islands
 
Peakford International Co., Ltd. (“Peakford”)
British Virgin Islands
 
YEH, Chia-Wen
Republic of China
 
YEH HSU, Li-Li
Republic of China
 
 
YEH, Ming-Han
Republic of China
 
YEH, Bo-Chun
Republic of China
 
YEH, Wei-Yen
Republic of China
14
Good Turn Limited (“Good Turn”)
British Virgin Islands
 
YEH, Po-Len
Republic of China
 
CHEN, Shu-Lin
Republic of China
 
YEH, Yi-Chen (aka Angela Y.C. Yeh)
Republic of China
 
YEH, Yen-Hsi
Republic of China
 
YEH, Wei-Hsi
Republic of China
15
Peakford
British Virgin Islands
 
YEH, Chia-Wen
Republic of China
 
YEH HSU, Li-Li
Republic of China
 
YEH, Ming-Han
Republic of China
 
YEH, Bo-Chun
Republic of China
 
YEH, Wei-Yen
Republic of China
  
And the following sentences are hereby added to the end of the paragraph immediately below the tables containing the lists of the Holding Companies and Controlling Persons:

“Each Controlling Person that is a corporate entity was formed solely for the purpose of investment holding. The business, address, as well as the principal occupation and citizenship of each director and executive officer (if applicable) of each Controlling Person is also set forth in Annex A.”

Item 5.           Interest in Securities of the Issuer

Item 5 is hereby amended by adding the following to the table setting forth each Reporting Person’s interest in the securities of the Issuer:

 
Name of Reporting Person
Ordinary Shares in which the Reporting Person has shared voting and dispositive power*
 
Beneficial Ownership Percentage
12
New Essential
3,600,000
1.6%
12a
CHANG Sui Gin
3,600,000
1.6%
13
Embona Malaysia
4,800,000
2.2%
13a
Embona
4,800,000
2.2%
 
Peakford
16,332,623
7.4%
14
Suffolk
12,732,622
5.8%
14a
Good Turn
12,732,622
5.8%
15
Top Best
11,532,623
5.2%
15a
Peakford
16,332,623
7.4%

* including ordinary shares and underlying ADSs.

Item 6.          Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The third and fourth paragraphs of Item 6 of the Original Statement are hereby amended and restated in full as follows to correct a typographical error with respect to the exhibit numbers contained therein:

“On July 8, 2016, Middlesex, Rich Dragon, Nutronics, and Uniglobe executed and delivered a Deed of Adherence to the Consortium Agreement (the “Deed of Adherence”), pursuant to which each of Middlesex, Rich Dragon, Nutronics, and Uniglobe became a party to the Consortium Agreement and thus a member of the Consortium. A copy of the Deed of Adherence executed and delivered by Middlesex, Rich Dragon, Nutronics, and Uniglobe is attached hereto as Exhibit 4, and is incorporated herein by reference.”

On July 8, 2016, the Group 1 Reporting Persons and the Group 2 Reporting Persons entered into a Joinder Agreement to the Joint Filing Agreement, as defined and described in the Schedule 13D (the “Joinder Agreement”), pursuant to which they agreed to be bound by the terms and conditions set forth therein, including, among other things, the joint filing on behalf of each party of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer.  A copy of the Joinder Agreement is attached hereto as Exhibit 5, and is incorporated herein by reference.”

The following is hereby added after the fourth paragraph in Item 6 of the Original Statement:

“On August 15, 2016, New Essential, Embona Malaysia, Suffolk, and Top Best executed and delivered a Deed of Adherence, pursuant to which each of New Essential, Embona Malaysia, Suffolk, and Top Best became a party to the Consortium Agreement and thus a member of the Consortium. A copy of the Deed of Adherence executed and delivered by New Essential, Embona Malaysia, Suffolk, and Top Best is attached hereto as Exhibit 6, and is incorporated herein by reference.”

On August 15, 2016, the Group 1 Reporting Persons, the Group 2 Reporting Persons and the Group 3 Reporting Persons entered into a Joinder Agreement, pursuant to which they agreed to be bound by the terms and conditions set forth therein, including, among other things, the joint filing on behalf of each party of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer.  A copy of the Joinder Agreement is attached hereto as Exhibit 7 and is incorporated herein by reference.”

Item 7.           Material to Be Filed as Exhibits
 
Item 7 of the Original Statement is hereby amended and supplemented to add the following exhibits:

Exhibit 6
Deed of Adherence to the Consortium Agreement by and between New Essential, Embona Malaysia, Suffolk, and Top Best dated August 15, 2016.
   
Exhibit 7
   
Joinder Agreement to the Joint Filing Agreement by and between the Group 1 Reporting Persons, the Group 2 Reporting Persons and the Group 3 Reporting Persons, dated August 15, 2016.
 
SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
August 15, 2016
 
 
 
SURREY GLORY INVESTMENTS INC.
   
   
   
 
By:
/s/ CHANG, Yung-Sen 
 
Name:
Its:
CHANG, Yung-Sen
Sole director
   
   
 
CHANG, YUNG-SEN
   
   
  /s/ CHANG, YUNG-SEN
     
     
 
SUPERNOVA INVESTMENT LTD.
   
   
   
 
By:
/s/ CHEN, Hsuan-Wen 
 
Name:
Its:
CHEN, Hsuan-Wen (aka Niccolo CHEN)
Sole director
   
   
 
CHEN, HSUAN-WEN (aka NICCOLO CHEN)
   
   
  /s/ CHEN, HSUAN-WEN
 
 
TONGTONG INVESTMENT HOLDING CO., LTD.
   
   
   
 
By:
/s/ LEE, Yun-Chin 
 
Name:
Its:
LEE, Yun-Chin
Sole director
   
   
 
LEE, YUN-CHIN
   
   
  /s/ LEE, YUN-CHIN 
   
   
 
PERFECTECH INT’L LTD.
   
   
   
 
By:
/s/ Lewis Chi-Tak LO 
 
Name:
Its:
Lewis Chi-Tak LO
Sole director
   
   
 
LEWIS CHI-TAK LO
   
   
  /s/ LEWIS CHI-TAK LO 
     
     
 
ALLPREMIER INVESTMENT LIMITED
   
   
   
 
By:
/s/ MA Yingna 
 
Name:
Its:
MA Yingna
Sole director
   
   
 
MA YINGNA
   
   
  /s/ MA YINGNA 
 
 
OCTOVEST INTERNATIONAL HOLDING CO., LTD.
   
   
   
 
By:
/s/ PAN, I-Ming  
 
Name:
Its:
PAN, I-Ming (aka Robin PAN)
Sole director
   
   
 
PAN, I-MING (aka Robin PAN)
   
   
  /s/ PAN, I-MING  
     
   
 
VENTUS CORPORATION
   
   
   
 
By:
/s/ TANG, Hsin
 
Name:
Its:
TANG, Hsin
Sole director
   
   
 
TANG, HSIN
   
   
  /s/ TANG, HSIN 
 
 
MIDDLESEX HOLDINGS CORPORATION INC
   
   
   
 
By:
/s/ LIN, Yung-Chieh 
 
Name:
Its:
LIN, Yung-Chieh
Sole director
   
   
 
LIN, YUNG-CHIEH
   
   
  /s/ LIN, YUNG-CHIEH 
 
 
RICH DRAGON CONSULTANTS LIMITED
   
   
   
 
By:
/s/ Chang, Jr-Neng 
 
Name:
Its:
Chang, Jr-Neng
Sole director
   
   
 
CHANG, JR-NENG
   
   
  /s/ CHANG, JR-NENG 
     
   
 
NUTRONICS TECHNOLOGY CORPORATION
   
   
   
 
By:
/s/ LEE, Fu-Chi 
 
Name: 
Its:
LEE, Fu-Chi
Sole director
   
   
 
LEE, FU-CHI
   
   
  /s/ LEE, FU-CHI 
   
   
 
UNIGLOBE SECURITIES LIMITED
   
   
   
 
By:
/s/ Chun Mei CHEN De Chang 
 
Name:
Its:
Chun Mei CHEN De Chang
Sole director
   
   
 
CHUN MEI CHEN DE CHANG
   
   
  /s/ CHUN MEI CHEN DE CHANG  
 
 
NEW ESSENTIAL HOLDINGS LIMITED
   
   
   
 
By:
/s/ CHANG Sui Gin 
 
Name:
Its:
CHANG Sui Gin
Sole director
   
   
 
CHANG SUI GIN
   
   
  /s/ CHANG SUI GIN 
     
   
 
EMBONA HOLDINGS (MALAYSIA) LIMITED
   
   
   
 
By:
/s/ YEH, Chia-Wen 
 
Name:
Its:
YEH, Chia-Wen
Sole director
   
   
 
EMBONA HOLDINGS LIMITED
   
   
   
 
By:
/s/ YEH, Chia-Wen 
 
Name:
Its:
YEH, Chia-Wen
Sole director
   
   
 
SUFFOLK DRAGON VENTURES LTD
   
   
   
 
By:
/s/ CHEN, Shu-Lin 
 
Name:
Its:
CHEN, Shu-Lin
Sole director
     
 
 
GOOD TURN LIMITED
   
   
   
 
By:
/s/ CHEN, Shu-Lin 
 
Name:
Its:
CHEN, Shu-Lin
Sole director
   
   
 
TOP BEST DEVELOPMENT LIMITED
   
   
   
 
By:
/s/ YEH HSU, Li-Li 
 
Name:
Its:
YEH HSU, Li-Li
Sole director
   
   
 
PEAKFORD INTERNATIONAL CO., LTD.
   
   
   
 
By:
/s/ YEH HSU, Li-Li 
 
Name: 
Its:
YEH HSU, Li-Li
Sole director
 
 


ANNEX A
 
BUSINESS ADDRESSES, EXECUTIVE OFFICERS AND DIRECTORS
OF THE REPORTING PERSONS
 
I.
HOLDING COMPANIES
Section I of Annex A is hereby amended by adding the following to the end thereof:

12
NEW ESSENTIAL
    
The business address of New Essential is Hatuey Case, 70 Los Maestros, Santo Domingo, Dominican Republic.
New Essential’s sole director is Mr. CHANG Sui Gin, whose principal occupation and citizenship are set forth below. Mr. CHANG shares the same business address with New Essential.
 
13
EMBONA MALAYSIA
   
The business address of Embona Malaysia is No.15, Lane 342, Sec. 2, Jhihshan Rd., Shihlin District, Taipei City 111, Taiwan (Republic of China).
 
Embona Malaysia’s sole director is Mr. YEH, Chia-Wen, whose principal occupation and citizenship are set forth below this paragraph. Mr. YEH shares the same business address with Embona Malaysia.
 
 
Business Address
 
Principal Occupation
 
Citizenship
 
No.15, Lane 342, Sec. 2
Jhihshan Rd., Shihlin District
Taipei City 111, Taiwan (Republic of China)
  Entrepreneur    Republic of China
   
14
SUFFOLK
  
The business address of Suffolk is No.19, Lane 342, Sec. 2, Jhihshan Rd., Shihlin District, Taipei City 111, Taiwan (Republic of China).
Suffolk’s sole director is Mr. CHEN, Shu-Lin, whose principal occupation and citizenship are set forth below this paragraph. Mr. CHEN shares the same business address with Suffolk.
  
 
Business Address
 
Principal Occupation
  Citizenship
 
No.19, Lane 342, Sec. 2
Jhihshan Rd., Shihlin District
Taipei City 111, Taiwan (Republic of China)
  Entrepreneur   Republic of China
   
15
 
 
TOP BEST
  
The business address of Top Best is No.15, Lane 342, Sec. 2, Jhihshan Rd., Shihlin District, Taipei City 111, Taiwan (Republic of China).
  
Top Best’s sole director is Ms. YEH HSU, Li-Li, whose principal occupation and citizenship are set
 
 
 
forth below this paragraph. Ms. YEH HSU shares the same business address with Top Best.
 
Business Address
 
Principal Occupation
 
Citizenship
   No.15, Lane 342, Sec. 2
Jhihshan Rd., Shihlin District
Taipei City 111, Taiwan (Republic of China)
  Entrepreneur   Republic of China
           
II.
CONTROLLING PERSONS
 
    Section II of Annex A is hereby amended by adding the following to the end thereof:
 
12a
CHANG Sui Gin
 
       
 
Business Address
 
Principal Occupation
 
Citizenship
 
Hatuey Case
70 Los Maestros
Santo Domingo
 
 
 
Entrepreneur
 
 
Dominican Republic
 
13a
(1)   EMBONA
  
Embona is the sole shareholder of Embona Malaysia.
The business address of Embona is No.15, Lane 342, Sec. 2, Jhihshan Rd., Shihlin District, Taipei City 111, Taiwan (Republic of China).
Embona’s sole director is Mr. YEH, Chia-Wen, whose principal occupation and citizenship are set forth below. Mr. YEH shares the same business address with Embona.
 
Business Address
 
Principal Occupation
 
Citizenship
 
No.15, Lane 342, Sec. 2
Jhihshan Rd., Shihlin District
Taipei City 111, Taiwan (Republic of China)
  Entrepreneur   Republic of China
   
 
(2)   PEAKFORD
 
Peakford is the sole shareholder of Embona. Peakford has five individual shareholders, each of whom has a 20% shareholding interest in Peakford.
 
The business address of Peakford is No.15, Lane 342, Sec. 2, Jhihshan Rd., Shihlin District, Taipei City 111, Taiwan (Republic of China).
 
Peakford’s sole director is Ms. YEH HSU, Li-Li, whose principal occupation and citizenship are set forth below. Ms. YEH HSU shares the same business address with Peakford.
 
 
Business Address
 
Principal Occupation
 
Citizenship
 
No.15, Lane 342, Sec. 2
Jhihshan Rd., Shihlin District
Taipei City 111, Taiwan (Republic of China)
  Entrepreneur   Republic of China
 
 
(3a)   YEH, Chia-Wen
 
       
 
Business Address
 
Principal Occupation
 
Citizenship
 
No.15, Lane 342, Sec. 2
Jhihshan Rd., Shihlin District
Taipei City 111, Taiwan (Republic of China)
 
 
 
Entrepreneur
 
 
Republic of China
 
 
(3b)   YEH HSU, Li-Li
 
       
 
Business Address
 
Principal Occupation
 
Citizenship
 
No.15, Lane 342, Sec. 2
Jhihshan Rd., Shihlin District
Taipei City 111, Taiwan (Republic of China)
 
 
 
Entrepreneur
 
 
Republic of China
 
 
(3c)   YEH, Ming-Han
 
       
 
Business Address
 
Principal Occupation
 
Citizenship
 
No.15, Lane 342, Sec. 2
Jhihshan Rd., Shihlin District
Taipei City 111, Taiwan (Republic of China)
 
 
 
Research and Development
 
Republic of China
 
 
(3d)   YEH, Bo-Chun
 
       
 
Business Address
 
Principal Occupation
 
Citizenship
 
No.15, Lane 342, Sec. 2
Jhihshan Rd., Shihlin District
Taipei City 111, Taiwan (Republic of China)
 
 
 
Business Management
 
 
Republic of China
 
 
(3e)   YEH, Wei-Yen
 
       
 
Business Address
 
Principal Occupation
 
Citizenship
 
No.15, Lane 342, Sec. 2
Jhihshan Rd., Shihlin District
Taipei City 111, Taiwan (Republic of China)
 
 
 
Student
 
 
Republic of China
 
14a
GOOD TURN
 
Good Turn is the sole shareholder of Suffolk. Good Turn has five individual shareholders, each of whom has a 20% shareholding interest in Good Turn.
 
The business address of Good Turn is No.19, Lane 342, Sec. 2, Jhihshan Rd., Shihlin District, Taipei City 111, Taiwan (Republic of China).
 
Good Turn’s sole director is Mr. CHEN, Shu-Lin, whose principal occupation and citizenship are set forth below. Mr. CHEN shares the same business address with Good Turn.
 
 
 
Business Address
 
Principal Occupation
 
Citizenship
 
No.19, Lane 342, Sec. 2
Jhihshan Rd., Shihlin District
Taipei City 111, Taiwan (Republic of China)
  
 
Entrepreneur
  Republic of China
 
(1a)   YEH, Po-Len
 
       
 
Business Address
 
Principal Occupation
 
Citizenship
 
No.19, Lane 342, Sec. 2
Jhihshan Rd., Shihlin District
Taipei City 111, Taiwan (Republic of China)
 
 
 
Entrepreneur
 
 
Republic of China
 
 
(1b)   CHEN, Shu-Lin
 
       
 
Business Address
 
Principal Occupation
 
Citizenship
 
No.19, Lane 342, Sec. 2
Jhihshan Rd., Shihlin District
Taipei City 111, Taiwan (Republic of China)
 
 
 
Entrepreneur
 
 
Republic of China
 
 
(1c)   YEH, Yi-Chen (aka Angela Y.C. Yeh)
 
       
 
Business Address
 
Principal Occupation
 
Citizenship
 
No.19, Lane 342, Sec. 2
Jhihshan Rd., Shihlin District
Taipei City 111, Taiwan (Republic of China)
 
 
 
Business Management
 
 
Republic of China
 
 
(1d)   YEH, Yen-Hsi
 
       
 
Business Address
 
Principal Occupation
 
Citizenship
 
No.19, Lane 342, Sec. 2
Jhihshan Rd., Shihlin District
Taipei City 111, Taiwan (Republic of China)
 
 
 
Business Management
 
 
Republic of China
 
 
(1e)   YEH, Wei-Hsi
 
       
 
Business Address
 
Principal Occupation
 
Citizenship
 
No.19, Lane 342, Sec. 2
Jhihshan Rd., Shihlin District
Taipei City 111, Taiwan (Republic of China)
 
 
 
Student
 
 
Republic of China
 
15a
 
 
PEAKFORD
   
Please see 13a above.
 
 
EXHIBIT INDEX
 
Exhibit 7.01
Joint Filing Agreement by and between the Group 1 Reporting Persons, dated May 18, 2016.*

Exhibit 7.02
Consortium Agreement by and among the Holding Companies, dated May 18, 2016.*

Exhibit 7.03
Proposal Letter to the board of directors of the Issuer from Supernova, dated May 19, 2016.*

Exhibit 7.04
Deed of Adherence to the Consortium Agreement by and between Middlesex, Rich Dragon, Nutronics and Uniglobe dated July 8, 2016.**

Exhibit 7.05
Joinder Agreement to the Joint Filing Agreement by and between the Group 1 Reporting Persons and the Group 2 Reporting Persons, dated July 8, 2016.**

Exhibit 7.06
Deed of Adherence to the Consortium Agreement by and between New Essential, Embona Malaysia, Suffolk, and Top Best dated August 15, 2016.

Exhibit 7.07
Joinder Agreement to the Joint Filing Agreement by and between the Group 1  Reporting Persons, the Group 2 Reporting Persons and the Group 3 Reporting Persons, dated August 15, 2016

*Previously filed along with our Schedule 13D filed with the SEC on May 23, 2016.

**Previously filed along with our Schedule 13D/A filed with the SEC on July 11, 2016.