[TABLE OF CONTENTS CERTAIN DEFINED TERMS 1 2 PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE] [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 3 Chapter IV Number of Award 4 Chapter V Term of the] [LIST OF SUBSIDIARIES All subsidiaries do business under their legal name. Name of Company Place and date of incorporation/establishment Attributable equity interest held Principal activities Actions Semiconductor Co., Ltd. ("Actions Semiconductor Mauritius") Republic of Mauritius ("Mauritius") November 16, 2001 100 % Investment holding Actions Semiconductor Co., Ltd. ("Actions Semiconductor Zhuhai") PRC December 28, 2001 100 % Design and manufacture of] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Zhenyu Zhou, certify that: 1. I have reviewed this annual report on Form 20-F of Actions Semiconductor Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, I-Hung (Nigel) Liu, certify that: 1. I have reviewed this annual report on Form 20-F of Actions Semiconductor Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in] [TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report. Zhenyu Zhou Chief Executive Officer I-Hung (Nigel) Liu Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Hong Kong April 28, 2016]