SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
______________________
Report of Foreign Private Issuer
______________________
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of May 2015
Commission File No. 000-51604
______________________
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
______________________
Indicate by check mark whether the registrant files or will
file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x
Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Indicate by check mark whether the registrant by furnishing
the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934.
Yes ¨
No x
If “Yes” is marked, indicate below
the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-______________________.
Actions Semiconductor Co., Ltd. (the “Registrant”) is furnishing under cover of Form 6-K:
Press announcement dated May 12, 2015, relating
to the Registrant’s financial results for the three months ended March 31, 2015, which is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
Press announcement dated May 12, 2015 announcing
2015 Annual General Meeting Results, which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Materials relating to the 2015 Annual General
Meeting are set forth below, each of which is attached here as Exhibits 99.3, 99.4, 99.5, 99.6 and 99.7, respectively, and is incorporated
herein by reference:
| (a) | Letter to Shareholders; |
| (b) | Notice of 2015 Annual General Meeting; |
| (c) | Proxy for 2015 Annual General Meeting; |
| (d) | Employee Stock Ownership Incentive Plan of Actions (Zhuhai) Technology Co., Ltd.; and |
| (e) | Agenda for 2015 Annual General Meeting. |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
| |
ACTIONS SEMICONDUCTOR |
| |
CO., LTD. |
| |
|
|
| |
By: |
/S/ Nigel Liu |
| |
Name: Nigel Liu |
| |
Title: Chief Financial Officer |
Dated: May 12, 2015
EXHIBIT INDEX
| Exhibit |
Description |
| Exhibit 99.1 |
Press announcement dated May 12, 2015, relating to the Registrant’s financial results for the three months ended March 31, 2015. |
|
Exhibit 99.2 |
Press announcement dated May 12, 2015 announcing 2015 Annual General Meeting Results. |
| Exhibit 99.3 |
Letter to Shareholders |
| Exhibit 99.4 |
Notice of 2015 Annual General Meeting |
| Exhibit 99.5 |
Proxy for 2015 Annual General Meeting |
| Exhibit 99.6 |
Employee Stock Ownership Incentive Plan of Actions (Zhuhai) Technology Co., Ltd. |
| Exhibit 99.7 |
Agenda for 2015 Annual General Meeting |
Exhibit 99.1
Actions Semiconductor Reports First Quarter
2015 Results
ZHUHAI, China, May 12, 2015 -- Actions Semiconductor Co., Ltd.
(Nasdaq: ACTS) (“Actions Semiconductor” or “the Company”), one of China's
leading fabless semiconductor companies that provides comprehensive portable multimedia and mobile internet system-on-a-chip (SoC)
solutions for portable consumer electronics, today reported its financial results for the first quarter ended March 31, 2015.
First Quarter 2015 Results
All financial results are reported on a U.S. GAAP basis.
Revenue for the first quarter of 2015 was $10.5 million, as
compared to revenue of $13.9 million for the fourth quarter of 2014, and $11.3 million for the first quarter of 2014.
Actions Semiconductor reported gross profit in the first quarter
of $2.5 million, as compared with negative $2.7 million in the fourth quarter of 2014 and $2.6 million in
the first quarter of 2014. Gross profit for the first quarter of 2015 benefited from sales of certain lower-margin, slower moving
inventories which were written-down in the second half of 2014. Gross margin was 23.5% for the first quarter of 2015, compared
to gross margin of negative 19.2% for the fourth quarter of 2014, and 23.1% for the first quarter of 2014. Gross margin continued
to be impacted by fierce competition in the tablet market.
Operating expenses in the first quarter of 2015 were $9.5
million, as compared to $10.9 million in the fourth quarter of 2014 and $9.2 million in the first quarter of
2014. Research and development expenses were $6.8 million for the first quarter, as compared to $7.1 million in
the fourth quarter of 2014 and $6.8 million in the first quarter of 2014. General and administrative expenses were $2.0
million in the first quarter, as compared to $2.7 million in the fourth quarter of 2014 and $2.0 million in
the first quarter of 2014. Selling and marketing expenses were $0.6 million for the first quarter, as compared to $0.6
million in the fourth quarter of 2014 and $0.4 million in the first quarter of 2014. Impairment on intangible assets
was nil in the first quarter, as compared to $0.5 million in the fourth quarter of 2014 and nil in the first quarter of 2014.
Operating loss for the first quarter of 2015 was $7.0 million,
as compared to the operating loss of $13.3 million in fourth quarter of 2014 and the operating loss of $6.1 million in
the first quarter of 2014.
Interest income for the first quarter of 2015 was $1.6 million,
down from $1.7 million in the fourth quarter of 2014 and $3.1 million in the first quarter of 2014. The year-over-year decrease
was due to lower cash and interest bearing securities following the Dutch auction tender offer in September 2014.
Net loss attributable to Actions Semiconductor's shareholders
for the first quarter of 2015 was $5.0 million or $0.085 per basic and diluted American Depositary Share ("ADS"). This
compares to net loss attributable to Actions Semiconductor's shareholders of $12.2 million or $0.206 per basic and diluted
ADS, for the fourth quarter of 2014, and net loss attributable to Actions Semiconductor’s shareholders of $5.5 million or
$0.080 per basic and diluted ADS, for the first quarter of 2014.
“Revenue in the first quarter came in at the mid-range
of our expectations. Overall demand was slow, primarily due to the Chinese New Year holiday, which causes a slowdown in production
by consumer electronics manufacturers in China, and softer demand for tablets, which currently account for the largest proportion
of our application processor shipments, as the worldwide tablet market experienced a year-over-year decline in shipments for the
second consecutive quarter. Our multimedia business exceeded expectations, thanks to strong demand for our Bluetooth 4.0 solutions
for speakers and boomboxes and an abatement in the supply shortage from our wafer foundry,” stated Dr. Zhenyu Zhou, CEO of
Actions Semiconductor.
“We entered 2015 armed with a portfolio of leading edge
new products that address a wide range of new and profitable markets. We expect our new single chip Bluetooth 4.0 solution for
boomboxes, speakers, headphones and related products to be the driving force in our multimedia business. We have two new chipsets
based on 28nm process technology targeting branded tablets, OTT set-top boxes and other cloud connected devices. We began shipping
our 28nm based 32-bit quad-core solution to the tablet and OTT set-top box markets in the first quarter and expect a significant
volume increase in the second quarter and beyond. Our high performance 64-bit SoC is attracting strong customer interest and design
wins and is expected to make meaningful contributions to revenue and gross profit in the second half of 2015. We are also supporting
the open source intelligent hardware community for Android and Linux with the launch of 32-bit and 64-bit open-source SoCs S500
and S900 and reference design platforms, which we believe will drive development of differentiated new products for various cloud
connected devices. We believe these new products will support revenue growth of 20% to 25% and good margin improvement in 2015,”
Dr. Zhou concluded.
Financial Condition
The Company ended the first quarter of 2015 with $162.4 million
in cash and cash equivalents, together with time deposits, trading securities and marketable securities. Total current assets were
approximately $188.5 million, and the Company had working capital of approximately $127.2 million and $45.0
million in short-term bank loans as of March 31, 2015.
Since the share repurchase program commenced in 2007, the Company
has invested approximately $80.0 million in repurchasing its ADSs and ordinary shares, including $25.0 million representing the
equivalent of 10.0 million ADSs repurchased through a Dutch auction tender offer in September 2014. As of March 31, 2015, the equivalent
of approximately 34.3 million ADSs were repurchased. As of March 31, 2015, total number of outstanding ordinary shares (including
ordinary shares represented by ADSs) was 351,667,139.
Business Outlook
The following statements are based upon management's current
expectations. These statements are forward-looking, and actual results may differ materially. The Company undertakes no obligation
to update these statements.
Based on current market trends, the Company expects revenue
in the second quarter of 2015 to be in the range of $13.0 to $14.0 million. The Company expects shipments of its newly launched
products to ramp quickly in the upcoming quarter and accelerate in the second half of 2015.
Conference Call Details
Actions Semiconductor's management will conduct an earnings
conference call offering prepared remarks on the first quarter of fiscal year 2015, new products, business outlook and other matters.
While the Company continues to welcome written questions and comments from its shareholders, the management will not be conducting
a question and answer session during the call.
The teleconference and webcast is scheduled to begin at 8:00
a.m. Eastern Time, on Tuesday, May 12, 2015. To participate in the live call, analysts and investors should dial 1-888-468-2440
(within U.S.) or 1-719-325-2494 (outside U.S.) at least ten minutes prior to the call. The conference ID number is 7788731. Actions
Semiconductor will also offer a live and archived webcast of the conference call, accessible from the "Investor Relations"
section of the Company's website at www.actions-semi.com. An audio replay of the call will be available to investors through
May 23, 2015 by dialing 1-888-203-1112 (within U.S.) or 1-719-457-0820 (outside U.S.) and entering access code 7788731.
About Actions Semiconductor
Actions Semiconductor is one of China's leading fabless semiconductor
companies that provides comprehensive portable multimedia and mobile internet system-on-a-chip (SoC) solutions for portable consumer
electronics. Actions Semiconductor products include SoCs, firmware, software, solution development kits, as well as detailed specifications
of other required components. Actions Semiconductor also provides total product and technology solutions that allow customers
to quickly introduce new portable consumer electronics to the mass market in a cost effective way. The Company is headquartered
in Zhuhai, China, with offices in Shanghai, Shenzhen, Hong Kong and Taipei. For more information, please visit the Actions Semiconductor
website at http://www.actions-semi.com.
"Safe Harbor" Statement under the Private Securities
Litigation Reform Act of 1995
Statements contained in this release that are not historical
facts are forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements include statements concerning the outlook for its new products enabled by 28nm process technology and 64-bit CPU for
tablets and high-end OTT set-top boxes, 32-bit and 64-bit open-source SoCs and reference design platforms, and new single chip
SoC for Bluetooth boomboxes, customer acceptance of the Actions Semiconductor’s new products and corresponding increases
in market share, Actions Semiconductor's belief that it is positioned to capture some upside from its new products and Actions
Semiconductor's future expectations with respect to revenue and gross margin. Actions Semiconductor uses words like "believe,"
"anticipate," "intend," "estimate," "expect," "project" and similar expressions
to identify forward-looking statements, although not all forward-looking statements contain these words. These forward-looking
statements are estimates reflecting current assumptions, expectations and projections about future events and involve significant
risks, both known and unknown, uncertainties and other factors that may cause Actions Semiconductor's actual performance, financial
condition or results of operations to be materially different from those suggested by the forward-looking statements including,
among others, customers' cancellation or modification of their orders; our failure to accurately forecast demand for our products;
the loss of, or a significant reduction in orders from, any of our significant customers; fluctuations in our operating results;
our inability to develop and sell new products; defects in or failures of our products; the expense and uncertainty involved in
our customer design-win efforts; the financial viability of the distributors of our products; consumer demand; worldwide economic
and political conditions; fluctuations in our costs to manufacture our products; our reliance on third parties to manufacture,
test, assemble and ship our products; our ability to retain and attract key personnel; our ability to compete with our competitors;
and our ability to protect our intellectual property rights and not infringe the intellectual property rights of others. Other
factors that may cause our actual results to differ from those set forth in the forward-looking statements contained in this press
release and that may affect our prospects in general are described in our filings with the Securities and Exchange Commission,
including our most recently filed Forms F-1, 20-F and 6-Ks. Other unknown or unpredictable factors also could have material adverse
effects on Actions Semiconductor's future results, performance or achievements. In light of these risks, uncertainties, assumptions
and factors, the forward-looking events discussed in this press release may not occur. You are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this press
release. Except as required by law, Actions Semiconductor undertakes no obligation and does not intend to update or revise any
forward-looking statement to reflect subsequent events or changed assumptions or circumstances.
| Investor Contacts: |
|
| Elaine Ketchmere, CFA |
Ally Xie, CA, CPA |
| Compass Investor Relations |
Actions Semiconductor |
| eketchmere@compass-ir.com |
investor.relations@actions-semi.com |
| +1-310-528-3031 |
+86-756-3392353*1018 |
| ACTIONS SEMICONDUCTOR CO., LTD. |
| CONSOLIDATED CONDENSED BALANCE SHEETS |
| (in thousands of U.S. dollars) |
| | |
At March 31, | | |
At December 31, | | |
At March 31, | |
| | |
2015 | | |
2014 | | |
2014 | |
| | |
(unaudited) | | |
(audited) | | |
(unaudited) | |
| ASSETS | |
| | | |
| | | |
| | |
| Current assets: | |
| | | |
| | | |
| | |
| Cash and cash equivalents | |
| 61,855 | | |
| 78,177 | | |
| 40,596 | |
| Time deposit | |
| 5,632 | | |
| 5 | | |
| 322 | |
| Restricted deposits | |
| 51,786 | | |
| 51,590 | | |
| 37,823 | |
| Marketable securities | |
| 43,035 | | |
| 38,384 | | |
| 124,509 | |
| Trading securities | |
| 72 | | |
| 70 | | |
| 73 | |
Accounts receivable, net of allowance for doubtful accounts of $68, $558 and $23
as of March 31, 2015, December 31, 2014 and March 31, 2014, respectively | |
| 2,833 | | |
| 2,832 | | |
| 6,784 | |
| Amount due from a related party | |
| 555 | | |
| 1,650 | | |
| 725 | |
| Notes receivable | |
| - | | |
| 161 | | |
| - | |
| Amount due from an equity method investee | |
| 48 | | |
| 41 | | |
| 42 | |
Inventories, net of inventory written-down of $6,942, $7,718 and $1,965 as of
March 31, 2015, December 31, 2014 and March 31, 2014, respectively | |
| 14,978 | | |
| 13,970 | | |
| 25,308 | |
| Prepaid expenses and other current assets | |
| 5,689 | | |
| 4,511 | | |
| 3,466 | |
| Income tax recoverable | |
| 345 | | |
| 186 | | |
| 46 | |
| Deferred tax assets | |
| 1,644 | | |
| 1,179 | | |
| 578 | |
| Total current assets | |
| 188,472 | | |
| 192,756 | | |
| 240,272 | |
| | |
| | | |
| | | |
| | |
| Investments in equity method investees | |
| 27,323 | | |
| 27,352 | | |
| 17,779 | |
| Other investments | |
| 15,627 | | |
| 15,627 | | |
| 15,627 | |
| Marketable securities | |
| - | | |
| - | | |
| 16,099 | |
| Rental deposits | |
| 65 | | |
| 54 | | |
| 70 | |
| Property, plant and equipment, net | |
| 29,929 | | |
| 30,327 | | |
| 31,142 | |
| Land use right | |
| 1,505 | | |
| 1,514 | | |
| 1,542 | |
| Acquired intangible assets, net | |
| 15,345 | | |
| 16,459 | | |
| 10,862 | |
| Deposit paid for acquisition of intangible assets | |
| 547 | | |
| 538 | | |
| 380 | |
| Deferred tax assets | |
| 49 | | |
| 53 | | |
| 93 | |
| TOTAL ASSETS | |
| 278,862 | | |
| 284,680 | | |
| 333,866 | |
| | |
| | | |
| | | |
| | |
| LIABILITIES AND EQUITY | |
| | | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | | |
| | |
| Accounts payable | |
| 6,633 | | |
| 5,790 | | |
| 9,992 | |
| Amount due to a related party | |
| 162 | | |
| 259 | | |
| - | |
| Accrued expenses and other current liabilities | |
| 7,148 | | |
| 8,349 | | |
| 5,024 | |
| Short-term bank loans | |
| 45,000 | | |
| 45,000 | | |
| 40,500 | |
| Other liabilities | |
| 1,929 | | |
| 1,929 | | |
| 1,331 | |
| Income tax payable | |
| 49 | | |
| 49 | | |
| 49 | |
| Deferred tax liabilities | |
| 314 | | |
| 160 | | |
| 417 | |
| Total current liabilities | |
| 61,235 | | |
| 61,536 | | |
| 57,313 | |
| | |
| | | |
| | | |
| | |
| Other liabilities | |
| - | | |
| - | | |
| 370 | |
| Payable for acquisition of intangible assets | |
| 155 | | |
| 155 | | |
| - | |
| Deferred tax liabilities | |
| 883 | | |
| 919 | | |
| 3,493 | |
| Total liabilities | |
| 62,273 | | |
| 62,610 | | |
| 61,176 | |
| | |
| | | |
| | | |
| | |
| Equity: | |
| | | |
| | | |
| | |
| Ordinary shares | |
| 1 | | |
| 1 | | |
| 1 | |
| Additional paid-in capital | |
| 63,051 | | |
| 63,046 | | |
| 63,007 | |
| Treasury Stock | |
| (70,964 | ) | |
| (70,479 | ) | |
| (44,423 | ) |
| Accumulated other comprehensive income | |
| 36,933 | | |
| 36,937 | | |
| 36,672 | |
| Retained earnings | |
| 187,601 | | |
| 192,598 | | |
| 217,464 | |
| Total Actions Semiconductor Co., Ltd. shareholders' equity | |
| 216,622 | | |
| 222,103 | | |
| 272,721 | |
| Non-controlling interest | |
| (33 | ) | |
| (33 | ) | |
| (31 | ) |
| Total equity | |
| 216,589 | | |
| 222,070 | | |
| 272,690 | |
| TOTAL LIABILITIES AND EQUITY | |
| 278,862 | | |
| 284,680 | | |
| 333,866 | |
| ACTIONS SEMICONDUCTOR CO., LTD. |
| CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS |
| (in thousands of U.S. dollars, except number of shares and per share amounts) |
| | |
Three months ended | | |
Three months ended | | |
Three months ended | |
| | |
March 31, | | |
December 31, | | |
March 31, | |
| | |
2015 | | |
2014 | | |
2014 | |
| | |
(unaudited) | | |
(unaudited) | | |
(unaudited) | |
| | |
| | |
| | |
| |
| Revenues: | |
| | | |
| | | |
| | |
| System-on-a-chip products | |
| 10,447 | | |
| 13,826 | | |
| 11,285 | |
| Semiconductor product testing services | |
| 30 | | |
| 36 | | |
| 27 | |
| | |
| 10,477 | | |
| 13,862 | | |
| 11,312 | |
| Cost of revenues: | |
| | | |
| | | |
| | |
| System-on-a-chip products | |
| (8,006 | ) | |
| (16,505 | ) | |
| (8,678 | ) |
| Semiconductor product testing services | |
| (11 | ) | |
| (18 | ) | |
| (18 | ) |
| | |
| (8,017 | ) | |
| (16,523 | ) | |
| (8,696 | ) |
| Gross profit (loss) | |
| 2,460 | | |
| (2,661 | ) | |
| 2,616 | |
| Other operating income | |
| 60 | | |
| 231 | | |
| 479 | |
| Operating expenses: | |
| | | |
| | | |
| | |
| Research and development | |
| (6,845 | ) | |
| (7,066 | ) | |
| (6,776 | ) |
| General and administrative | |
| (2,049 | ) | |
| (2,661 | ) | |
| (2,037 | ) |
| Selling and marketing | |
| (594 | ) | |
| (601 | ) | |
| (384 | ) |
| Impairment on intangible assets | |
| - | | |
| (535 | ) | |
| - | |
| Total operating expenses | |
| (9,488 | ) | |
| (10,863 | ) | |
| (9,197 | ) |
| Loss from operations | |
| (6,968 | ) | |
| (13,293 | ) | |
| (6,102 | ) |
| Other income (expense) | |
| 16 | | |
| (1,085 | ) | |
| (2,504 | ) |
| Interest income | |
| 1,646 | | |
| 1,699 | | |
| 3,080 | |
| Interest expense | |
| (163 | ) | |
| (147 | ) | |
| (137 | ) |
Loss before income taxes, equity in net (loss) income of
equity method investees and non-controlling interest | |
| (5,469 | ) | |
| (12,826 | ) | |
| (5,663 | ) |
| Income tax credit | |
| 499 | | |
| 337 | | |
| 165 | |
| Equity in net (loss) income of equity method investees | |
| (27 | ) | |
| 332 | | |
| 3 | |
| Net loss | |
| (4,997 | ) | |
| (12,157 | ) | |
| (5,495 | ) |
| Less: Net loss attributable to non-controlling interest | |
| - | | |
| 1 | | |
| - | |
| Net loss attributable to Actions Semiconductor Co., Ltd. Shareholders | |
| (4,997 | ) | |
| (12,156 | ) | |
| (5,495 | ) |
| | |
| | | |
| | | |
| | |
| Net loss attributable to Actions Semiconductor Co., Ltd. Shareholders | |
| | | |
| | | |
| | |
| Basic (per share) | |
| (0.014 | ) | |
| (0.034 | ) | |
| (0.013 | ) |
| Diluted (per share) | |
| (0.014 | ) | |
| (0.034 | ) | |
| (0.013 | ) |
| | |
| | | |
| | | |
| | |
| Basic (per ADS) | |
| (0.085 | ) | |
| (0.206 | ) | |
| (0.080 | ) |
| Diluted (per ADS) | |
| (0.085 | ) | |
| (0.206 | ) | |
| (0.080 | ) |
| | |
| | | |
| | | |
| | |
| Weighted-average shares used in computation: | |
| | | |
| | | |
| | |
| Basic | |
| 352,379,927 | | |
| 353,508,683 | | |
| 411,501,170 | |
| Diluted | |
| 352,379,927 | | |
| 353,508,683 | | |
| 411,501,170 | |
| | |
| | | |
| | | |
| | |
| Weighted-average ADS used in computation : | |
| | | |
| | | |
| | |
| Basic | |
| 58,729,988 | | |
| 58,918,114 | | |
| 68,583,528 | |
| Diluted | |
| 58,729,988 | | |
| 58,918,114 | | |
| 68,583,528 | |
| | |
| | | |
| | | |
| | |
| Note: Share-based compensation recorded in each | |
| | | |
| | | |
| | |
| expense classification above is as follows: | |
| | | |
| | | |
| | |
| Research and development | |
| 5 | | |
| - | | |
| 4 | |
| General and administrative | |
| - | | |
| - | | |
| 2 | |
| Selling and marketing | |
| | | |
| 1 | | |
| - | |
| Cost of revenues | |
| - | | |
| 28 | | |
| - | |
| ACTIONS SEMICONDUCTOR CO., LTD. |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (in thousands of U.S. dollars) |
| | |
Three months ended | | |
Three months ended | | |
Three months ended | |
| | |
March 31, | | |
December 31, | | |
March 31, | |
| | |
2015 | | |
2014 | | |
2014 | |
| | |
(unaudited) | | |
(unaudited) | | |
(unaudited) | |
| Operating activities: | |
| | | |
| | | |
| | |
| Net loss | |
| (4,997 | ) | |
| (12,157 | ) | |
| (5,495 | ) |
| Adjustments to reconcile net loss to net cash provided by | |
| | | |
| | | |
| | |
| Operating activities: | |
| | | |
| | | |
| | |
| Depreciation of property, plant and equipment | |
| 475 | | |
| 487 | | |
| 503 | |
| Allowance for doubtful accounts receivable | |
| 490 | | |
| 179 | | |
| - | |
| Amortization of land use right | |
| 9 | | |
| 9 | | |
| 9 | |
| Amortization of acquired intangible assets | |
| 1,228 | | |
| 1,138 | | |
| 1,138 | |
| (Reversal of) write down of inventories | |
| (776 | ) | |
| 3,971 | | |
| - | |
| Loss (gain) on disposal of property, plant and equipment | |
| - | | |
| 2 | | |
| (3 | ) |
| Loss on disposal of intangible assets | |
| - | | |
| 5 | | |
| - | |
| Share of net loss (gain) of equity method investees | |
| 27 | | |
| (332 | ) | |
| (3 | ) |
| Share-based compensation | |
| 5 | | |
| 29 | | |
| 6 | |
| Deferred taxes | |
| (343 | ) | |
| (299 | ) | |
| (179 | ) |
| Impairment loss recognised in respect of intangible assets | |
| - | | |
| 535 | | |
| - | |
| Changes in operating assets and liabilities: | |
| | | |
| | | |
| | |
| Accounts receivable | |
| (491 | ) | |
| 1,487 | | |
| (1,046 | ) |
| Amount due from a related party | |
| 1,095 | | |
| (618 | ) | |
| 576 | |
| Inventories | |
| (232 | ) | |
| 4,602 | | |
| (5,468 | ) |
| Amount due from an equity method investee | |
| (7 | ) | |
| 5 | | |
| (4 | ) |
| Prepaid expenses and other current assets | |
| (1,178 | ) | |
| (1,120 | ) | |
| 415 | |
| Accounts payable | |
| 833 | | |
| 901 | | |
| 4,058 | |
| Accrued expenses and other current liabilities | |
| (1,214 | ) | |
| 935 | | |
| (1,232 | ) |
| Amount due to a related party | |
| (97 | ) | |
| - | | |
| - | |
| Income tax recoverable | |
| (159 | ) | |
| (34 | ) | |
| 19 | |
| Income tax payable | |
| - | | |
| 1 | | |
| - | |
| Rental deposit paid | |
| (11 | ) | |
| - | | |
| (11 | ) |
| Notes Receivable | |
| 161 | | |
| (161 | ) | |
| - | |
| Net cash used in operating activities | |
| (5,182 | ) | |
| (435 | ) | |
| (6,717 | ) |
| | |
| | | |
| | | |
| | |
| Investing activities: | |
| | | |
| | | |
| | |
| Proceeds from redemption of marketable securities | |
| - | | |
| 6,019 | | |
| 41,432 | |
| Purchase of marketable securities | |
| (4,649 | ) | |
| (906 | ) | |
| (39,284 | ) |
| Proceeds from disposal of property, plant and equipment | |
| - | | |
| - | | |
| 18 | |
| Purchase of property, plant and equipment | |
| (76 | ) | |
| (66 | ) | |
| (483 | ) |
| Purchase of intangible assets | |
| (111 | ) | |
| (2,606 | ) | |
| (20 | ) |
| Increase in restricted deposits | |
| (195 | ) | |
| (13,089 | ) | |
| (11,021 | ) |
| (Increase) decrease in time deposits | |
| (5,627 | ) | |
| 156 | | |
| - | |
| Deposit paid for acquisition of intangible assets | |
| - | | |
| (108 | ) | |
| (240 | ) |
| Proceeds from disposal of intangible assets | |
| - | | |
| - | | |
| 24 | |
| Net cash used in investing activities | |
| (10,658 | ) | |
| (10,600 | ) | |
| (9,574 | ) |
| | |
| | | |
| | | |
| | |
| Financing activities: | |
| | | |
| | | |
| | |
| Proceeds from exercise of share option | |
| 147 | | |
| 132 | | |
| 757 | |
| Repurchase of ordinary shares | |
| (632 | ) | |
| (441 | ) | |
| (1,061 | ) |
| Raise of short-term bank loans | |
| - | | |
| 21,500 | | |
| 10,000 | |
| Repayment of short-term bank loans | |
| - | | |
| (10,000 | ) | |
| (5,000 | ) |
| Net cash (used in) provided by financing activities | |
| (485 | ) | |
| 11,191 | | |
| 4,696 | |
| | |
| | | |
| | | |
| | |
| Net (decrease) increase in cash and cash equivalents | |
| (16,325 | ) | |
| 156 | | |
| (11,595 | ) |
| | |
| | | |
| | | |
| | |
| Cash and cash equivalents at the beginning of the period | |
| 78,177 | | |
| 78,520 | | |
| 53,263 | |
| | |
| | | |
| | | |
| | |
| Effect of exchange rate changes on cash | |
| 3 | | |
| (499 | ) | |
| (1,072 | ) |
| Cash and cash equivalents at the end of the period | |
| 61,855 | | |
| 78,177 | | |
| 40,596 | |
Exhibit 99.2
Actions Semiconductor Announces Annual
General Meeting Results
ZHUHAI, China, May 12, 2015 -- Actions Semiconductor Co., Ltd.
(Nasdaq: ACTS) (“Actions Semiconductor” or “the Company”), one of China's
leading fabless semiconductor companies that provides comprehensive portable multimedia and mobile internet system-on-a-chip (SoC)
solutions for portable consumer electronics, today announced the results from its Annual General Meeting (AGM) held on May 12,
2015.
Shareholders approved the following resolutions proposed in
the AGM notice:
| · | The re-election of Class III Director, Hsiang-Wei (David) Lee, for
a 3-year term until the Company’s 2018 annual general meeting, effective as of the date of the Meeting. |
| · | The re-election of Class III Director Yu-Hsin (Casper) Lin, for a
3-year term until the Company’s 2018 annual general meeting, effective as of the date of the Meeting. |
| · | The adoption of the Employee Stock Ownership Incentive Plan of Actions
(Zhuhai) Technology Co., Ltd., an indirect wholly owned subsidiary of the Company |
"We would like to thank our shareholders for their approval
of these resolutions and their continued support of the Company during the past year," said Mr. David Lee, Chairman of the
Board of Actions Semiconductor.
About Actions Semiconductor
Actions Semiconductor is one of China's leading fabless semiconductor
companies that provides comprehensive portable multimedia and mobile internet system-on-a-chip (SoC) solutions for portable consumer
electronics. Actions Semiconductor products include SoCs, firmware, software, solution development kits, as well as detailed specifications
of other required components. Actions Semiconductor also provides total product and technology solutions that allow customers
to quickly introduce new portable consumer electronics to the mass market in a cost effective way. The Company is headquartered
in Zhuhai, China, with offices in Shanghai, Shenzhen, Hong Kong and Taipei. For more information, please visit the Actions Semiconductor
website at http://www.actions-semi.com.
| Investor Contacts: |
|
| Elaine Ketchmere, CFA |
Ally Xie, CA, CPA |
| Compass Investor Relations |
Actions Semiconductor |
| eketchmere@compass-ir.com |
investor.relations@actions-semi.com |
| +1-310-528-3031 |
+86-756-3392353*1018 |
Exhibit 99.3
Dear Shareholders,
2014 was a challenging year for Actions Semiconductor. Unhealthy
competition in the tablet market put significant pressure on gross margins and selling prices across the entire industry. We also
experienced a shortage of wafers from our foundry that limited the contribution of our multimedia business to our financial results.
As a result, we experienced a decline in revenue and a net loss for the year.
Despite these challenges, we remained committed to positioning
Actions for success in the future. Our investments in 64-bit and 28 nm process technology in 2014 have enriched our product portfolio
to move Actions beyond tablets into new and profitable growth application processor markets in the year ahead. Our Bluetooth boombox
solutions achieved strong market penetration in 2014 and we believe our latest solutions have the potential to establish Actions
as a major player in the Bluetooth audio and music market. Finally, we streamlined our corporate structure to help attract and
retain the best talent and demonstrated our commitment to maximizing shareholder value by completing a $25 million Dutch auction
tender offer.
Financial Review
For fiscal year 2014, our revenue was $50.3 million, compared
to $69.4 million in 2013. Our gross margin was 8.1%, compared to 30.9% in 2013. Net loss available to Actions Semiconductor’s
shareholders was $30.4 million compared to net income of $0.1 million in 2013. Basic and diluted loss per American Depositary Share
(ADS) were $0.461 compared to earnings per ADS of $0.002 in 2013. We closed the year with $168.2 million in cash and cash
equivalents, together with time deposits, trading securities and marketable securities.
We remain committed to our share repurchase program. Since the
inception of the program in 2007, we have invested a total of $79.4 million in repurchasing ADSs and ordinary shares, including
$25.0 million through a Dutch auction tender offer in September 2014. As of December 31, 2014, the equivalent of approximately
33.9 million ADSs were repurchased.
Transforming Actions Tablet Business into an Application
Processor Business
The worldwide tablet market underwent tremendous change in 2014.
Unhealthy competition among industry players along the supply chain kept prices and gross margins low, at the same time the overall
industry growth was relatively flat after two years of strong growth. Within this challenging environment, we intensified our efforts
to transform Actions tablet business into an application processor business targeting branded and white-box tablet manufacturers
along with new and profitable markets including OTT set-top boxes, netbooks, advertising machines, POS machines, smart micro-projectors
and other cloud connected devices.
Our investments in 64-bit architecture and 28 nm process technology
will play a vital role in this transformation. In October we launched our first application processor based on 28 nm process technology.
In January 2015, we debuted the inaugural member of our Falcon Series product family, an ultra-high performance 64-bit quad-core
solution for high-end Android tablets, OTT set-top boxes and other cloud connected devices. We expect 64-bit architecture to start
to become the industry standard in 2015, and we plan to quickly establish a strong position in the tablet, OTT set-top box, gaming,
netbook and other cloud connected device markets, allowing us to command higher selling prices and more favorable margins going
forward.
Bluetooth: Enormous Opportunity for Multimedia Business
Our Bluetooth solutions have become the driving force in our
multimedia business. In 2014, we achieved strong market penetration, more design wins and a steep ramp in shipments, particularly
for our Bluetooth 4.0 solutions for boomboxes and speakers. In January 2015, we launched our single-chip Bluetooth 4.0 multimedia
solution for boomboxes, speakers, headphones and expanded into related products such as Bluetooth sound bars, Bluetooth LED lighting
and Bluetooth car audio systems. The Bluetooth audio and music market holds considerable promise in the future. We plan to capitalize
on our leading position in the non-apple portable audio and video market to establish Actions as a significant player in this market.
Looking Ahead
Although 2014 was a challenging year for Actions, it was also
a year of investment. Supported by our new 64-bit and 28nm solution in our application processor business and Bluetooth 4.0 solutions
in our multimedia business, we are hopeful that we will return to growth in 2015. Additionally, with our established application
processor and Bluetooth audio and music solutions, we have a solid foundation to address the rapidly expanding IoT market in the
future. We will continue to seek potential strategic alliance partners along the supply chain that will help us expand our sales
channels, enhance our technology base and create a larger ecosystem around our platform.
Creating shareholder value remains a top priority for the company.
We will focus on cost controls while devoting the resources necessary to improve our competitive position. We would like to thank
our shareholders, customers and employees for their dedication and support in 2014. We look forward to sharing our progress with
you in 2015.
Dr. Zhenyu Zhou
CEO, Actions Semiconductor
Exhibit 99.4
ACTIONS SEMICONDUCTOR CO., LTD.
A Cayman Islands Company
NOTICE OF 2015 ANNUAL GENERAL MEETING
To Be Held on May 12, 2015
Notice is hereby given that the 2015 annual
general meeting (the “Meeting”) of Actions Semiconductor Co., Ltd. (the “Company”) will be
held at the following time and place:
| Date: | Tuesday, May 12, 2015 |
| Time: | 2:00 pm (local time) |
| Place: | Liberty Square Convention Center, 1F, No. 399, Ruiguang Road, Neihu District, Taipei, Taiwan |
for the purposes of considering and, if
thought fit, passing and approving the following resolutions and such other business as may properly come before the Meeting or
any adjournment or postponement thereof:
1. Re-election of Class III
Director: As an Ordinary Resolution, that Lee, Hsiang-Wei (David) be re-elected as a Class III Director (as defined in
the Company’s currently effective Second Amended and Restated Articles of Association (the “Current Articles”))
to serve on the Company’s Board of Directors (the “Board”) for a 3-year term until the Company’s
2018 annual general meeting, effective as of the date of the Meeting.
2. Re-election of Class III
Director: As an Ordinary Resolution, that Lin, Yu-Hsin (Casper) be re-elected as a Class III Director to serve on the Board
for a 3-year term until the Company’s 2018 annual general meeting, effective as of the date of the Meeting.
3. Adoption
of the Employee Stock Ownership Incentive Plan As an Ordinary Resolution,
that the Employee Stock Ownership Incentive Plan of Actions (Zhuhai) Technology Co., Ltd., an indirect wholly owned subsidiary
of the Company, as approved by the Board in substantially the form attached hereto as Exhibit A, be approved and adopted.
Record Date. Only
members of record at the close of business on April 10, 2015 (US time) are entitled to notice of, and to vote at, this Meeting
and any adjournment or postponement thereof.
Votes Required.
Pursuant to the Company’s Current Articles, every member present in person and every person representing a member by proxy
at a general meeting of the Company shall have one vote for each share registered in such member’s name in the Company’s
Register of Members. Each of the matters above will require the affirmative vote of members holding a simple majority of the outstanding
Ordinary Shares voting and present at the Meeting, either in person or by proxy.
We anticipate that,
commencing on or around April 24, 2015, copies of our annual report on Form 20-F for the year ended December 31, 2014, as well
as other documents prepared in connection with the Meeting can be obtained from the offices of the Company and will be available
from the Company’s website (http://www.actions-semi.com/en/index.aspx).
You may also request
a hard copy of our annual report by contacting Elaine Ketchmere at +1-310-528-3031.
By Order of the Board of Directors
Dr. Zhenyu Zhou
Chief Executive Officer
April 4, 2015
Exhibit A
Actions (Zhuhai) Technology Co., Ltd.
Employee Stock Ownership Incentive Plan
Exhibit 99.5
ACTIONS SEMICONDUCTOR CO., LTD.
PROXY FOR 2015 ANNUAL
GENERAL MEETING
TO BE HELD ON MAY 12, 2015
I/We(Note 1)_______________________________________________________________________________________
of______________________________________________________________________________________________
being the registered holder(s) of ________________________________shares(Note
2) of US$ 0.000001 each in the share capital of the above-named Company HEREBY APPOINT THE CHAIRMAN OF THE MEETING
(Note 3)or ____________________________________________________of_______________________________________________________________as
my/our proxy to attend and act for me/us at the 2015 Annual General Meeting (and any adjournment or postponement thereof) of the
said Company to be held at Liberty Square Convention Center, 1F, No. 399, Ruiguang Road, Neihu District, Taipei, Taiwan on May
12, 2015 at 2:00 pm (local time) (the “Meeting”) for the purposes of considering and, if thought fit, passing
the resolutions set out in the Notice of 2015 Annual General Meeting (the “Notice”) and at such Meeting (and
at any adjournment or postponement thereof) to vote for me/us and in my/our name(s) in respect of the resolutions indicated below
in the manner indicated therein and such other business as may properly come before the Meeting (or any adjournment or postponement
thereof) (Note 4).
| ORDINARY RESOLUTION |
FOR(Note 4) |
AGAINST(Note 4) |
|
Proposal Number One – Re-election
of Class III Director
RESOLVED AS AN ORDINARY RESOLUTION THAT
Lee, Hsiang-Wei (David) be re-elected as a Class III Director (as defined in the Company’s currently effective Second Amended
and Restated Articles of Association (the “Current Articles”)) to serve on the Company’s Board of Directors
(the “Board”) for a 3-year term until the Company’s 2018 annual general meeting, effective as of the date
of the Meeting.
|
|
|
|
Proposal Number Two – Re-election
of Class III Director
RESOLVED AS AN ORDINARY RESOLUTION THAT
Lin, Yu-Hsin (Casper) be re-elected as a Class III Director to serve on the Board for a 3-year term until the Company’s 2018
annual general meeting, effective as of the date of the Meeting.
|
|
|
|
Proposal Number Three – Adoption of the Employee Stock
Ownership Incentive Plan of Actions (Zhuhai) Technology Co., Ltd.
RESOLVED AS AN ORDINARY RESOLUTION THAT
the Employee Stock Ownership Incentive Plan of Actions (Zhuhai) Technology Co., Ltd., an indirect wholly owned subsidiary of the
Company, as approved by the Board in substantially the form attached as Exhibit A to the Notice, be approved and adopted.
|
|
|
| |
|
| Print Legal Name of Member (Note 5) |
|
| |
|
| |
|
| Signed (Note 5) |
|
| |
|
| |
|
| Name and Title of Signatory (Note 5) |
|
Dated this ____________day of __________2015
Notes:
| 1. | Full name(s) and address(es) to be inserted in BLOCK CAPITAL LETTERS. |
| 2. | Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is inserted, this form
of proxy will be deemed to relate to all the shares in the Company registered in your name(s). |
| 3. | If any proxy other than the Chairman is preferred, strike out the words “THE CHAIRMAN OF THE MEETING” and insert
the name and address of the proxy desired in the space provided. A member may appoint one or more proxies to attend and vote in
his stead. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. |
| 4. | IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE
AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOX MARKED “AGAINST”. Failure to complete any or all the boxes will
entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution
properly put to the Meeting other than those referred to in the Notice of 2015 Annual General Meeting. |
| 5. | This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must
be either executed under its common seal or under the hand of an officer or attorney or other person duly authorized to sign the
same. |
Exhibit 99.6
Actions (Zhuhai) Employee Stock Ownership
Incentive Plan
Actions (Zhuhai) Technology
Co., Ltd.
Employee Stock Ownership Incentive
Plan
February 2015
Actions (Zhuhai) Employee Stock Ownership
Incentive Plan
Table of Contents
| Chapter
I Definitions |
1 |
| |
|
| Chapter
II General Provisions |
3 |
| |
|
| Chapter
III Basis for Determination and Scope of the Grantees |
4 |
| |
|
| Chapter
IV Number of Award |
4 |
| |
|
| Chapter
V Term of the ESOIP, Grant Date, Vesting and Exercise of Award |
5 |
| |
|
| Chapter
VI Exercise Price of the Award or Determination thereof |
5 |
| |
|
| Chapter
VII Transfer and Repurchase of the Awards and Underlying Shares |
6 |
| |
|
| Chapter
VIII Adjustment Methods and Procedures for ESOIP |
7 |
| |
|
| Chapter
IX Procedures for the Company to Grant an Award and for the Grantee to Exercise an Award |
8 |
| |
|
| Chapter
X Respective Rights and Obligations of the Company and the Grantee |
8 |
| |
|
| Chapter
XI Treatment under Special Circumstances |
9 |
| |
|
| Chapter
XII Supplementary Provisions |
11 |
Actions (Zhuhai) Employee Stock Ownership
Incentive Plan
Chapter I Definitions
In this Plan, the
following terms or abbreviations, unless otherwise specified, shall have the following meaning:
| Actions, this Company, the Company |
Means |
Actions (Zhuhai) Technology Co., Ltd. |
| Affiliate |
Means |
Any other entity which controls or is controlled by or is under common control with the Company directly or indirectly through one or more intermediaries. |
| Shareholder |
Means |
The shareholder of this Company, i.e., Actions Semiconductor Co., Ltd. (Zhuhai) |
| Board |
Means |
The Board of Directors of this Company |
| Parent Board |
Means |
The Board of Directors of Actions Semiconductor Co., Ltd. |
| Senior Officers |
Means |
The personnel hired by the Company to take managerial responsibilities at the Company, including presidents, vice presidents, secretary of the Board, or to the extent the Board does not exist, the Parent Board, general managers of subsidiaries, heads of marketing, business, R&D, manufacturing and finance, etc. |
| ESOIP, the Incentive Plan, this Plan |
Means |
The Employee Stock Ownership Incentive Plan of Actions (Zhuhai) Technology Co., Ltd. |
| Registered Capital |
Means |
The registered capital of the Company is set to US$75,000,000 when completion of the registration application to Government. |
| Virtualized Share |
Means |
Each Virtualized Share represents one RMB Yuan in the Registered Capital, in the form of partnership interest or shares, as applicable, of the Shareholding Platform. The net value of each Virtualized Share equals the result of the value of the net assets of the Company divided by the total number of the Virtualized Shares. |
| Share Option, Option |
Means |
The option granted by the Company to the Grantee to acquire Virtualized Shares within a certain period of time in the future at a pre-determined price and subject to the pre-determined conditions so as to indirectly hold a certain number of the equity interests of this Company. |
| Restricted Shares |
Means |
A certain number of Virtualized Shares, the transfer of which are subject to certain restrictions, granted by the Company to the Grantee in accordance with the conditions as set forth herein so as to allow the Grantee to indirectly hold a certain number of the equity interests of this Company. |
Actions (Zhuhai) Employee Stock Ownership
Incentive Plan
| Award |
Means |
A certain number of the Share Option or Restricted Shares granted by the Company to the Grantee in accordance with the conditions as set forth herein. |
| Shareholding Platform |
Means |
One or more entities established to hold equity interests of the Company under the ESOIP. |
| Grantee |
Means |
The directors, Senior Officers, personnel in marketing, business, R&D departments and at other key positions of the Company and consultants of the Company and its affiliates who are granted an Award under the ESOIP. |
| Grant Date |
Means |
The date on which the Board, or to the extent the Board does not exist, the Parent Board, approved a grant of Award. |
| Exercise |
Means |
(1) the Grantee’s acquisition
of the partnership interests or shares, as applicable, of the Shareholding Platform at the pre-determined price and with the pre-determined
conditions during the Exercise Term of the granted Share Option as set forth in Article 15 of this Plan; or
(2) the Grantee’s acceptance
of the Restricted Shares.
|
| Performance Criteria for Grant of the Restricted Shares |
Means |
The performance criteria for grant of the Restricted Shares determined by the Board, or to the extent the Board does not exist, the Parent Board, based on the performance of the Company during the term hereof. |
| Option Term |
Means |
The period of time from the Grant Date of a Share Option till the expiration of the Share Option. The Option Term of the Share Option granted hereunder is ten years. |
| Exercise Term |
Means |
The term during which the Grantee is allowed to exercise the Award as set forth under Article 15. |
| Exercise Price |
Means |
The price determined by the Board, or to the extent the Board does not exist, the Parent Board, for the Grantee to exercise the Award to acquire partnership interests or shares, as applicable, of the Shareholding Platform. |
| Company Law |
Means |
The Company Law of the People’s Republic of China. |
| Articles Of Association |
Means |
The Articles Of Association of the Company. |
| Yuan |
Means |
Renminbi Yuan. |
Actions (Zhuhai) Employee Stock Ownership
Incentive Plan
Chapter II General Provisions
| Article 1: | With a view to further improving the governance structure
of the Company, refining the incentive system thereof, enhancing the responsibility and sense of mission of the management team
and key business staff to achieve the sustainable healthy development, and ensuring the achievement of the development goals,
Actions (Zhuhai) Technology Co., Ltd. (hereinafter referred to as “Actions” or “the Company”) develops
the Employee Stock Ownership Incentive Plan of Actions (Zhuhai) Technology Co., Ltd. in accordance with the Company
Law and other relevant laws, regulations and the Articles of Association of the Company. |
| Article 2: | This
Plan will be implemented upon review by the general manager of the Company and approval by the Shareholder thereof. |
| Article 3: | The basic principles of this Plan are |
| 1. | Fairness, justice and openness; |
| 2. | Combination of incentive and constraints; |
| 3. | Consistency of the interests of the Shareholder and that of the professional
management team to promote the sustainable development of the Company; and |
| 4. | Maintenance of the Shareholder’s rights and interests to bring the
Shareholder with more efficient and sustainable returns. |
| Article 4: | Objectives
of this Plan are |
| 1. | Advocating the value-creation-oriented performance culture, and building
a profit sharing and mutual constrain system between the shareholder and professional management team; |
| 2. | Motivating sustainable value creation, and ensuring the long-term stable
development of the Company; |
| 3. | Balancing the short-term and long-term goals of the management team; and |
| 4. | Maintaining the stability of the management team and key business staff. |
Chapter III Basis for Determination
and Scope of the Grantees
| Article 5: | Basis
for Determination of the Grantees |
| 1. | The legal basis for determination of the Grantees: the Grantees of this
Plan are determined in accordance with the relevant provisions as set forth in the Company Law and other relevant laws,
administrative regulations, and the Articles of Association of the Company, in combination with the actual situation of
the Company. |
| 2. | The position basis for determination of the Grantees: the Grantees of this
Plan are directors, Senior Officers and key business staff with direct impacts on or outstanding contributions to the overall performance
and sustainable development of the Company who are currently on the payroll of the Company or its Affiliate. |
Actions (Zhuhai) Employee Stock Ownership
Incentive Plan
| Article 6: | The
Grantees of this ESOIP are: |
| 3. | Personnel at key positions, and |
| Article 7: | Notwithstanding
the forgoing provisions as set forth under Article 6, those who may not take the position of director, supervisor or senior officer
as provided under Article 146 of the Company Law shall not become the Grantees of this Plan. Each Grantee covenants
that during the implementation of this Plan, in the event that any circumstances as provided in Article 146 of the Company Law
occur and cause such Grantee to be disqualified as a director, supervisor or senior officer, the Grantee will waive the right
to participate in this Plan without any compensation, and any unvested and vested but not exercised Share Option shall be cancelled
immediately upon occurrence of any such circumstances. |
| Article 8: | The
specific list of the Grantees for each fiscal year within the term hereof shall be developed by the general manager of the Company
and approved by the Board, or to the extent the Board does not exist, the Parent Board. |
Chapter IV Number of Award
| Article 9: | Number
of Award and Incentive Basis |
The Shareholder of the Company
intends to establish one or more Shareholding Platforms to hold approximately 15% of registered capital of the Company so as to
implement the Incentive Plan. The Grantees will acquire Virtualized Shares upon Exercise of their Awards.
| Article 10: | Under
each Share Option, the Grantee has the right to purchase such number of Virtualized Shares at the pre-determined Exercise Price
in accordance with the exercise conditions within the Exercise Term. Each Restricted Share corresponds to one Virtualized Share
free of charge upon Exercise. |
Chapter V Term of the ESOIP, Grant
Date, Vesting and Exercise of Award
| Article 11: | Term
of the ESOIP |
The term of this ESOIP is
Ten years, commencing from the date when this Plan is approved by the Shareholder.
The terms of an Award, including
but not limited to the identity of the Grantees, the amount of underlying Virtualized Shares, the Exercise Price, the Option Term,
Vesting Conditions and the Exercise Term shall be approved by the Board, or to the extent the Board does not exist, the Parent
Board, in accordance with the relevant provisions as set forth herein. The Grant Date of a given Award shall be the date when such
grant is approved by the Board, or to the extent the Board does not exist, the Parent Board.
Actions (Zhuhai) Employee Stock Ownership
Incentive Plan
After the grant of the Share
Options, the Grantees may have the right to exercise the Share Options in accordance with the relevant provision as set forth herein
when the vesting conditions as set forth herein are satisfied.
With respect to the Restricted
Shares, the Grantees may have the right to exercise and acquire corresponding partnership interest or shares, as applicable, of
the Shareholding Platform, in accordance with the provisions as set forth herein since the Grant Date.
| Article 14: | Vesting
Conditions for the Share Options |
The Board, or to the extent
the Board does not exist, the Parent Board, shall determine the vesting conditions for the Share Options subject to the continuous
service of the Grantee at the Company or its Affiliate.
| Article 15: | Exercise
of Awards |
The Grantees may exercise
the Share Options during the Option Term in accordance with the Vesting Conditions, subject to the continuous service of the Grantees
at the Company or its Affiliate except for the circumstances provided under Article 18 and Article 35.2 of this Plan. The time
period during which the Share Options can be exercised is the Exercise Term. Options which are not vested during the Option Term
due to the failure of meeting the Vesting Conditions, or the Share Options which are not exercised upon the expiration of the Exercise
Term shall be cancelled immediately, and shall be repossessed by the Company or the Shareholding Platform free of charge and deregistered.
After the receipt of the
Restricted Shares, the Grantees may exercise within the term as set forth in the Award Grant Notice; however such Exercise shall
be subject to the continuous service of the Grantees at the Company or its Affiliate, except for the circumstances provided under
Article 18 and Article 35.2 of this Plan. If the labor contract or employment contract with the Company or its Affiliate of a Grantee
is terminated prior to the Exercise, any outstanding but unexercised Restricted Shares shall be automatically cancelled.
Chapter VI Exercise Price of the
Award or Determination thereof
| Article 16: | The
Exercise Price of the Awards shall be determined by the Board, or to the extent the Board does not exist, the Parent Board, in
accordance with the following principles: |
| 1. | Purchase price of the Restricted Share: zero; |
| 2. | Exercise Price of the Share Option: price determined by the Board, or to
the extent the Board does not exist, the Parent Board, in reference to the net assets of the Company when such Share Option is
granted. |
| Article 17: | Adjustment
of the Exercise Price of the Share Option |
During the Option Term of
a Share Option, if the number or value of the Virtualized Shares of the Company changes as a result of conversion of capital reserves
into registered capital, issuance of bonus equity, merger, increase in registered capital, etc., the Exercise Price will be adjusted
by the Board, or to the extent the Board does not exist, the Parent Board, in accordance with the relevant provisions as set forth
herein.
Actions (Zhuhai) Employee Stock Ownership
Incentive Plan
Chapter VII Transfer and Repurchase
of the Awards and Underlying Shares
| Article 18: | Transferability
of the Awards |
Any Award hereunder may not
be sold, pledged, assigned, charged, transferred or otherwise disposed of except for by a will or under succession laws, and may
only be exercised by the Grantee during his/her lifetime, subject to Article 16 hereof. After the death of the Grantee and subject
to Article 35.2 of this Plan, the Award may be exercised by the following persons: (a) one or more beneficiaries designated by
the deceased Grantee; or (b) in case of lack of duly designated beneficiaries, the statutory agent of the Grantee or any person
who has the right in accordance with the will of the deceased Grantee or the then applicable succession and allocation laws. The
terms and conditions hereof are binding on the will executor, will manager, successor and assignee of the Grantee.
| Article 19: | Prohibition
of Award Transfer after Exercise and Right of First Offer of the Company |
No shares or partnership
interests of the Shareholding Platform, as applicable, obtained by the Grantee upon the Exercise can be sold, charged, encumbered
or otherwise transferred to any third party without the prior written consent of the Company. If the Company agrees on a transfer,
the Shareholding Platform or the shareholder or partner of the Shareholding Platform designated by the Company shall have the right
of first offer with respect to the forgoing shares or partnership interests of the Shareholding Platform, as applicable, to be
transferred by the Grantee under the same conditions.
| Article 20: | Right
of Repurchase of the Company |
In case of any of the following
circumstances, the Shareholding Platform or the shareholder or partner of the Shareholding Platform designated by the Company shall
have the right to repurchase from the Grantee all or any part of his/her Option or the shares or partnership interests of the Shareholding
Platform held the Grantee (hereinafter referred to as “Right of Repurchase”) :
| 1. | The labor contract or employment contract of the Grantee with the Company
(including its Affiliate) is terminated; |
| 2. | The Board, or to the extent the Board does not exist, the Parent Board,
decides to reorganize the capital structure of the Company for the purpose of a public listing; |
| 3. | The Board, or to the extent the Board does not exist, the Parent Board,
approves a merger and acquisition of the Company, which will result in a change of control of employment unit of the Grantee. |
| Article 21: | Exercise
of the Right of Repurchase |
The Right of Repurchase may
be exercised by the Company by a written notice to the relevant Grantee at any time within (i) ninety (90) days after the termination
date of the labor contract or employment contract; or (ii) sixty (60) days after the Board, or to the extent the Board does not
exist, the Parent Board, approves the reorganization or merger and acquisition as set forth in Article 20 above (the “Repurchase
Term”). After receipt of the repurchase notice, the Grantee shall sign relevant legal documents with the Company or the Shareholding
Platform (or the partner thereof designated by the Company) as soon as possible to complete necessary amendment registration in
terms of the repurchased shares or partnership interests, as applicable. If the Grantee refuses to provide necessary cooperation
to implement the above mentioned repurchase after receiving the reminder from the Company, the Shareholding Platform may unilaterally
cancel the partnership interests or shares, as applicable, and any underlying rights held by such Grantee in the Shareholding Platform
to the extent permitted by law, under which circumstance, the Company may pay the economic compensation arising from the repurchase
to the Grantee or deposit it in a third party escrow account.
Actions (Zhuhai) Employee Stock Ownership
Incentive Plan
| Article 22: | Price
of Repurchase |
In case that the Company
exercises the Right of Repurchase as a result of reorganization for listing or a merger, the price of repurchase shall be determined
based on the market value of the Company when the Company exercises the Right of Repurchase; notwithstanding the foregoing,
in case that the Company exercises the Right of Repurchase as a result of a merger and the surviving company of the merger or the
shareholder of the surviving company provides the Grantee with a similar new ESOIP, such repurchase shall be conducted without
any consideration; in case that the Company exercises the Right of Repurchase as a result of termination of the labor contract
or employment contract of a Grantee, the price of repurchase shall be determined in reference to the specific reason why the Grantee
terminates the labor contract or employment contract and the value of the net assets of the Company after a specific pricing
discount based on actual circumstances as determined by the Board, or to the extent the Board does not exist, the Parent Board.
The value of the net assets of the Company shall be determined based on the book value per Virtualized Share of the Company of
the latest period as reviewed or audited by the auditor.
Chapter VIII Adjustment Methods
and Procedures for ESOIP
| Article 23: | Method
for Adjusting the Number of Share Option |
In the event that a conversion
of capital reserves into share capital, issuance of bonus equity, increase of registered capital or other similar circumstances
affecting the Share Option occurs before the Exercise, the Board, or to the extent the Board does not exist, the Parent Board,
has the right to adjust the number of Share Option accordingly with reference to the following adjustment method:
Q＝Q0
*(1 + n)
Wherein: Q0 stands
for the number of the Share Options before the adjustment; n stands for the number of increased registered capital converted from
capital reserves per Virtualized Share or the amount of bonus equity issued per Virtualized Share; Q stands for the number of the
Share Options after the adjustment.
| Article 24: | Method
for Adjusting the Exercise Price |
In the event of that a distribution
of dividends, a conversion of capital reserves into share capital, issuance of bonus equity, increase of registered capital or
other similar circumstances affecting the Share Option occurs before the Exercise, the Board, or to the extent the Board does not
exist, the Parent Board, has the right to adjust the Exercise Price accordingly with reference to the following method:
Actions (Zhuhai) Employee Stock Ownership
Incentive Plan
P＝P0
÷ (1＋n)
Wherein: P0 stands
for the Exercise Price before the adjustment; n stands for the number of increased registered capital converted from capital reserves
per Virtualized share or the number of bonus equity issued per Virtualized Share; P stands for the Exercise Price after the adjustment.
| Article 25: | If
any other event that affects the number of the Share Options or the Exercise Price occurs, the Board, or to the extent the Board
does not exist, the Parent Board, shall have the right to adjust the number of the Share Options or the Exercise Price accordingly. |
Chapter IX Procedures for the Company
to Grant an Award and for the Grantee to Exercise an Award
| Article 26: | After
this Plan is approved by the Shareholder, the Company may grant Awards to those Grantees as determined in accordance with Article
8 hereof. The Company, the Shareholding Platform and the Grantee shall go through such procedures as notification, grant, registration
and announcement, and sign relevant legal documents in accordance with the relevant provisions. |
| Article 27: | When
granting an Award, the Company will issue an Award Grant Notice to the Grantee, and shall sign an Award Agreement with the Grantee
to set forth the rights and obligations of the parties. The Award Agreement is also a document evidencing the grant of the Award,
and shall set forth the name, ID number, domicile, contact information, serial number, instructions, etc. The Company will prepare
an Award list for the ESOIP based on the execution of Award Agreements by the Grantees to record the relevant information. |
| Article 28: | The
Award holder shall, after the Award becomes effective and during the Exercise Term, if he/she intends to exercise his/her Award,
submit an application for Exercise to confirm the number and price of the Exercise with the Company, and pay corresponding price
(if applicable) to acquire corresponding partnership interests or shares of the Shareholding Platform, as applicable. The application
for Exercise shall set forth the number of the Exercise, Exercise price, contact information of the Award holder, etc. |
| Article 29: | After
verifying and confirming the exercise application submitted by the Award holder, the Company shall cause the Shareholding Platform
or its partner to issue the shares or transfer corresponding partnership interest to the Award holder in accordance with the number
of Award exercised, and go through relevant registration procedures, if applicable. |
Chapter X Respective Rights and
Obligations of the Company and the Grantee
| Article 30: | Rights
and Obligations of the Company |
| 1. | The Company has the right to interpret and implement this Plan, to conduct
Grantee performance evaluation, and to supervise and review whether the Grantee is still qualified for the Exercise. |
Actions (Zhuhai) Employee Stock Ownership
Incentive Plan
| 2. | The Company promises that it will not provide the Grantee with any loan
or financial aid in any form, including providing security for his/her loan, for the Exercise of an Award in accordance with this
Plan. |
| 3. | The Company shall, in accordance with the relevant provisions hereof and
as set forth in laws, actively cooperate with the Grantee who meets the conditions for the Exercise in exercising the Awards in
accordance with the relevant provisions. |
| 4. | The Company shall have the right to, in accordance with the relevant tax
laws, withhold and pay taxes on the relevant funds paid by the Company or the Shareholding Platform (including its partner) to
the Grantee in accordance with this Agreement. |
| 5. | Other relevant rights and obligations as specified by laws and regulations. |
| Article 31: | Rights
and Obligations of the Grantee |
| 1. | The Grantee shall perform his or her duties diligently and observe professional
ethics in accordance with the position requirements of the Company, so as to make his/her contributions to the development of the
Company. |
| 2. | The Grantee may opt to or not to exercise the Awards, and may decide in
his or her sole discretion the number of the Exercise to the extent the Award is exercisable. |
| 3. | The Grantee has the right to and shall exercise the Awards in accordance
with the provisions hereof, and shall not sell, pledge, hypothecate or otherwise dispose of the shares or partnership interests
of the Shareholding Platform that he or she holds after the Exercise in accordance with relevant provisions. |
| 4. | The funds used by the Grantee for the Exercise in accordance with the provisions
hereof shall be raised by the Grantee himself or herself. |
| 5. | During the Exercise Term, the Grantee may exercise the Awards at one or
more times, provided that the Grantee shall timely submit the application for Exercise to the Company and prepare the price for
Exercise. |
| 6. | The Awards granted to the Grantee may not be transferred, pledged or be
used to repay any debt. |
| 7. | The income obtained by the Grantee hereunder is subject to individual income
tax and other taxes and fees in accordance with applicable tax regulations. |
| 8. | Other relevant rights and obligations as specified by laws and regulations. |
Chapter XI Treatment under Special
Circumstances
| Article 32: | Change
in the Largest Shareholder of the Company |
In the event of a reorganization
or a merger of the Company that results in a change in the largest shareholder of the Company and a change of the employment unit
of the Grantee from the Company to the acquiring party, the existing largest shareholder shall stipulate in the merger agreement
(or any other agreement leading to the change in the largest shareholder) that the new largest shareholder or the acquiring party
shall undertake that this Incentive Plan shall remain unchanged or provide a similar new share incentive plan, as an integral part
of the relevant transaction agreements. Notwithstanding the forgoing, upon the consent of the shareholders or partners holding
a simple majority of the shares or partnership interests of the Shareholding Platform, the Board, or to the extent the Board does
not exist, the Parent Board, may make substantive adjustments to the terms and conditions of this Plan, so as to facilitate the
consummation of the foregoing reorganization, merger or other similar transactions.
Actions (Zhuhai) Employee Stock Ownership
Incentive Plan
| Article 33: | In
the event of a merger or a spin-off of the Company, the parties concerned shall undertake in the relevant merger or spin-off agreement
to continue to implement this Plan or to provide a similar new share incentive plan. Notwithstanding the forgoing, upon the consent
of the shareholders or partners holding a simple majority of the shares or partnership interest of the Shareholding Platform,
the Board, or to the extent the Board does not exist, the Parent Board, may make substantive adjustments to the terms and conditions
of this Plan, so as to promote the consummation of the merger, spin-off or other similar transactions of the Company. |
| Article 34: | In
the event that any of the following circumstances of the Company occur, this Plan shall terminate immediately. Any unvested portion
of outstanding Awards shall stop vesting and be cancelled immediately: |
| 1. | The Board, or to the extent the Board does not exist, the Parent Board,
approves the reorganization of the Company for the purpose of listing of the Company; |
| 2. | The Board, or to the extent the Board does not exist, the Parent Board,
approves a merger of the Company which will result in a change in control of employment entity of the Grantee; |
| 3. | The Company enters into liquidation procedures. |
| Article 35: | Change
in the Personal Circumstance of the Grantee |
| 1. | Under any of the following circumstances, the outstanding Awards of a Grantee
(including the unvested Awards and the vested but not exercised Awards) shall be cancelled immediately on the date of occurrence
of such circumstance: |
| (1) | The Grantee is in violation of laws and regulations or internal management
rules and regulations of the Company, or dereliction of duty or malpractice as provided in the labor contract, which seriously
damages the interests or reputation of the Company; |
| (2) | The Grantee is in violation of relevant laws or administrative regulations
of the state or the Articles of Association of the Company, which causes a significant economic loss to the Company; |
| (3) | The Company has sufficient evidence to prove that while working in the
Company, the Grantee violates laws or disciplines by acceptance or solicitation of a bribe, corruption, theft, divulgence of business
or technical secrets, etc., which damages the interests or reputation of the Company and causes a loss to the Company; |
| (4) | The Grantee unilaterally requests termination or dissolution of the labor
contract or employment contract with the Company; |
Actions (Zhuhai) Employee Stock Ownership
Incentive Plan
| (5) | Any circumstances under Article 146 of the Company Law occurs and the Grantee
is disqualified from taking the the position of the director, supervisor or Senior Officer at the Company; |
| (6) | Any other circumstances determined by the Board, or to the extent the Board
does not exist, the Parent Board. |
| 2. | Under any of the following circumstances, the Grantee has the right to
exercise his or her Awards with respect to the portion that has vested but not been exercised, and his or her unvested Awards shall
be handled as determined by the Board, or to the extent the Board does not exist, the Parent Board. |
| (1) | Death or loss of ability to work; |
| (3) | Earlier termination of the labor contract or employment contract by reaching
a mutual agreement with the Company through negotiation; |
| (4) | Any other circumstances determined by the Board, or to the extent the Board
does not exist, the Parent Board. |
| 3. | Any other circumstances shall be determined by the Board, or to the extent
the Board does not exist, the Parent Board, and shall be handled as determined by the Board, or to the extent the Board does not
exist, the Parent Board. |
| Article 36: | Procedures
for Adjusting this Plan under Special Circumstances |
| 1. | As the highest authority of the Company, the Shareholder shall be responsible
for review and approval of this Plan. The Shareholder authorizes the Board, or to the extent the Board does not exist, the Parent
Board, to implement and manage this Plan. Where appropriate, the Board, or to the extent the Board does not exist, the Parent Board,
may expressly authorize the management team of the Company to handle part of matters relating to this Plan; |
| 2. | When this Plan needs to be amended, the amendment opinions put forward
by the management team of the Company shall be submitted to the Shareholder for approval after such opinions are adopted by the
Board, or to the extent the Board does not exist, the Parent Board; |
| 3. | When this Plan is to be earlier terminated, the Board, or to the extent
the Board does not exist, the Parent Board, shall request the Shareholder to approve such earlier termination. If the Shareholder
approves the earlier termination of this Plan, the Company will cease to grant any Awards in accordance with this Plan. Except
as otherwise provided in Article 34 and Article 35 of this Plan, the Awards granted prior to the termination of this Plan shall
remain in force and may still be exercised in accordance with this Plan. |
Chapter XII Supplementary Provisions
| Article 37: | Nothing
contained in this Plan shall: (i) confer upon any employee any right with respect to continuation of the employment with the Company
or its Affiliate; (ii) interfere in any way with any right which the Company or any Affiliate may have to terminate the employment
of an employee at any time in accordance with applicable law; (iii) confer upon any director any right with respect to continuation
of such director’s membership on the Board, or to the extent the Board does not exist, the Parent Board,; or (iv) interfere
in any way with any right which the Company or any Affiliate may have to terminate a director’s membership on the Board,
or to the extent the Board does not exist, the Parent Board, at any time in accordance with applicable law. |
| Article 38: | This
Plan shall be governed by the laws of the People’s Republic of China. |
| Article 39: | This
Plan shall become effective on the date on which it is approved by the Shareholder. |
| Article 40: | The
final right to interpret this Plan shall be vested in the Board, or to the extent the Board does not exist, the Parent Board.
The Board, or to the extent the Board does not exist, the Parent Board, has the right to adjust and modify this Plan based on
the actual business conditions of the Company, and any adjustment and modification shall become effective after approved by the
Shareholder. |
Exhibit 99.7
ACTIONS SEMICONDUCTOR CO., LTD.
2015 Annual General Meeting
Tuesday, May 12, 2015
Agenda
| 3. | Presentation of Annual Report |
| 4. | Re-election of Two Class III Directors (vote by members) |
| 5. | Adoption of the Employee Stock Ownership Incentive Plan of Actions (Zhuhai) Technology Co., Ltd.
(vote by members) |
ELECTION OF CLASS III DIRECTORS
Pursuant to our Second
Amended and Restated Articles of Association, our Board of Directors is divided into three (3) classes of directors, Class I, Class
II and Class III. At this 2015 Annual General Meeting, the terms of our Class III Directors (Lee, Hsiang-Wei (David)
and Lin, Yu-Hsin (Casper) ) expire and our Board of Directors recommends that each of Lee, Hsiang-Wei (David) and Lin,
Yu-Hsin (Casper) be re-elected to serve as a Class III Director for another three-year term until our 2018 Annual General Meeting.
Class III Directors:
Lee, Hsiang-Wei (David)
has served as our Chairman since October 2007. Previously, Mr. Lee served as our Chief Financial Officer from October 2005
to October 2007. Mr. Lee also currently serves as CEO of Robeco TEDA (Tianjin) Asset Management Co., Ltd, and a director of Pacific
Sun Investment Management Co., Ltd. Previously, Mr. Lee was the CEO of ABN AMRO Asset Management (China). From 1995 to 2002 he
was the Chairman and CEO of ABN AMRO Asset Management’s Taiwan operations where he managed assets in the amount of US$3.5
billion. Mr. Lee has more than 15 years of experience in corporate finance and investment management. Mr. Lee holds a Master of
Business Administration degree from Duke University and a Bachelor of Science degree in biometrics from National Taiwan University.
Lin, Yu-Hsin (Casper)
has served as one of our directors since August 2005. Previously, Mr. Lin served as the chairman and director of Memory
Devices, Ltd., a memory module manufacturer, a director of Twinmos Tech. Inc., a network module manufacturer, and a director and
the Chief Financial Officer of United Microelectronics, a semiconductor wafer manufacturer. Mr. Lin holds a Master in Business
Administration degree from Bloomsbury University of Pennsylvania and a Bachelor of Art degree from the accounting department of
Soochow University in Taiwan.
Vote Required and the Board’s Recommendation
An Ordinary Resolution
passed by the affirmative vote of a majority of the ordinary shares present in person or by proxy at the 2015 Annual General Meeting
and voting on this proposal is required for each of the re-elections.
THE BOARD
UNANIMOUSLY RECOMMENDS A VOTE “FOR” BOTH OF THE RE-ELECTIONS.
ADOPTION OF
the Employee Stock Ownership Incentive Plan
of Actions (Zhuhai) Technology Co., Ltd.
At this 2015 Annual
General Meeting of the shareholders of the Company, our Board of Directors recommends the adoption of the Employee Stock Ownership
Incentive Plan of Actions (Zhuhai) Technology Co., Ltd. (the “Subsidiary Plan”) , in the form attached hereto
as Exhibit A.
Vote Required and the Board’s Recommendation
An Ordinary Resolution
passed by the affirmative vote of a majority of the ordinary shares present in person or by proxy at the 2015 Annual General Meeting
and voting on this proposal is required for the adoption of the Subsidiary Plan.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE
“FOR” THE ADOPTION OF THE SUBSIDIARY PLAN.
EXHIBIT A
Actions (Zhuhai) Technology Co., Ltd.
Employee Stock Ownership Incentive Plan
Actions Semiconductor Co., Ltd. ADS, Each Representing Six Ordinary Shares (NASDAQ:ACTS)
Historical Stock Chart
From Mar 2024 to Apr 2024
Actions Semiconductor Co., Ltd. ADS, Each Representing Six Ordinary Shares (NASDAQ:ACTS)
Historical Stock Chart
From Apr 2023 to Apr 2024
