As filed with the U.S. Securities and Exchange Commission on November 8, 2005
     
Registration No. 333-129375
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________

Pre-Effective Amendment No. 1 to
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts
___________________

Actions Semiconductor Co. Ltd.
(Exact name of issuer of deposited securities as specified in its charter)

N/A
(Translation of issuer's name into English)

Cayman Islands
(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)

4 New York Plaza, New York, NY 10004
Telephone (212) 623-0636
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
Corporation Service Company
1133 Avenue of the Americas, Suite 3100
New York, New York 10036
(212) 299-5600
(Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
 
Scott A. Ziegler, Esq.
 
Stephen Peepels, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
(212) 319-7600
Jones Day
31/F Edinburgh Tower, The Landmark
15 Queen's Road Central
Hong Kong
 
It is proposed that this filing become effective under Rule 466
r immediately upon filing
r on (Date) at (Time)
 
If a separate registration statement has been filed to register the deposited shares, check the following box. x
 CALCULATION OF REGISTRATION FEE
Title of each class of
Securities to be registered
Amount
to be registered
Proposed maximum aggregate price per unit (1)
Proposed maximum
aggregate offering price (2)
Amount of
registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing six ordinary shares of Actions Semiconductor Co., Ltd. 
N/A
 
N/A
N/A
N/A
(1)
Each unit represents one American Depositary Share.
(2)
Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.



PART I
INFORMATION REQUIRED IN PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Pre-Effective Amendment No. 1 to Registration Statement on Form F-6, which is incorporated herein by reference.
 
CROSS REFERENCE SHEET
 
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Item Number and Caption                                   
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus              
         
(1)  Name and address of Depositary  
Introductory paragraph
(2)  Title of American Depositary Receipts and identity of deposited securities  
Face of American Depositary Receipt, top center
  Terms of Deposit:    
  (i) 
Amount of deposited securities represented by one unit of American Depositary Shares
  
Face of American Depositary Receipt, upper right corner
  (ii)
Procedure for voting, if any, the deposited securities
  
Paragraph (12)
  (iii)
Collection and distribution of dividends
  
Paragraphs (4), (5), (7) and (10)
  (iv)
Transmission of notices, reports and proxy soliciting material
  
Paragraphs (3), (8) and (12)
  (v) 
Sale or exercise of rights
  
Paragraphs (4), (5) and (10)
  (vi)
Deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Paragraphs (4), (5), (10) and (13)
  (vii)
Amendment, extension or termination of the Deposit Agreement
  
Paragraphs (16) and (17)
  (viii)
Rights of holders of receipts to inspect the transfer books of the Depositary and the list of Holders of receipts
  
Paragraph (3)
  (ix)
Restrictions upon the right to deposit or withdraw the underlying securities
  
Paragraphs (1), (2), (4), and (5)
  (x) 
Limitation upon the liability of the Depositary
  
Paragraph (14)
(3)   Fees and Charges  
Paragraph (7)
 
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Item 2. AVAILABLE INFORMATION

 Item Number and Caption                                         
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus            
       
(b)
Statement that Actions Semiconductor Co. Ltd. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C.
  
Paragraph (8)
 
 
 
 
 

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PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3. EXHIBITS
 
 
(a)
Form of Deposit Agreement. Form of Deposit Agreement dated as of November , 2005 among Actions Semiconductor Co. Ltd., JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the Form of American Depositary Receipt, is filed herewith as Exhibit (a).
     
  (b)
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable. 
     
  (c)
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable. 
     
  (d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Previously filed as Exhibit (d) to Registration Statement No. 333-129375 and incorporated herein by reference.
   
  (e)
Certification under Rule 466. Not applicable. 
     
  (f)
Power of Attorney. Included as part of the signature pages hereto. 
 
Item 4. UNDERTAKINGS
 
 
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
 
 
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.
 

4

SIGNATURE
 

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. , on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Pre-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on November 8, 2005.
 
    Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares   
       
   
By: 
JPMORGAN CHASE BANK, N.A., as Depositary 
       
    By:  
/s/ Joseph M. Leinhauser       
    Name:  Joseph M. Leinhauser
    Title:  Vice President
 
 
 
 

 
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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Actions Semiconductor Co. Ltd. certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Pre-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the People's Republic of China on November 8, 2005.
 
    ACTIONS SEMICONDUCTOR CO. LTD.
       
   
By: 
 /s/ Hsiang-Wei (David) Lee      
    Name:   Hsiang-Wei (David) Lee 
    Title:   Chief Financial Officer 
 
 


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POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended, this Pre-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons in the capacities and on the dates indicated:
 
Signatures  Title Date
     
/s/ Nan-Horng Yeh*                    Chief Executive Officer  November 8, 2005 
Nan-Horng Yeh  (principal executive officer)    
     
/s/ Hsiang-Wei (David) Lee       Chief Financial Officer  November 8, 2005 
Hsiang-Wei (David) Lee  (principal financial and accounting officer)   
     
/s/ Byung-Jin (Peter) Kang*        Director  November 8, 2005 
Byung-Jin (Peter) Kang     
   
/s/ Tzu-Yin Chiu*                          Director   November 8, 2005  
Tzu-Yin Chiu     
     
/s/ Hui-Dong (Terry) Tien*         Director  November 8, 2005 
Hui-Dong (Terry) Tien     
     
/s/ Yu-Hsin Casper Lin*               Director  November 8, 2005 
Yu-Hsin Casper Lin     
     
/s/ Shao Chuang (Shawn) Li*     Director  November 8, 2005 
Shao Chuang (Shawn) Li     
     
/s/ Paul Hsiao*                              Director  October 31, 2005 
Paul Hsiao     
     
     
* By:_/s/Hsiang-Wei (David) Lee 
    
Name: Hsiang-Wei (David) Lee 
    
Title: Attorney-in-Fact 
    
     

       
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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
 

Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, Puglisi & Associates certifies that is the duly authorized representative in the United States of Actions Semiconductor Co. Ltd., has duly caused this Pre-Effective Amendment to Registration Statement on Form F-6 to be signed by the undersigned, thereunto duly authorized, in the City of Newark, Delaware, on the 8th day of November, 2005.
 
    Puglisi & Associates
    (Authorized Representative in the United States)
       
    By:  /s/ Donald J. Puglisi
    Name: Donald J. Puglisi 
    Title:  Managing Director 
 
 

   

 



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INDEX TO EXHIBITS

Exhibit Number
    
     
(a)
 
  
Form of Deposit Agreement (including the Form of American Depositary Receipt), among Actions Semiconductor Co. Ltd., JPMorgan Chase Bank, N.A., as depositary, and the holders from time to time of American Depositary Receipts issued thereunder.

 
 
 
 
 
 
 
 
 
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