UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
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ACTIONS SEMICONDUCTOR CO., LTD. | ||
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(Name of Issuer) | ||
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Ordinary Shares | ||
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(Title of Class of Securities) | ||
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00507E107 |
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(CUSIP Number) |
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Initial Public Offering – November 30, 2005 | ||
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(Date of Event Which Requires Filing of this Statement) | ||
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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|X| |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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SEC 1745 (01-06) |
Page 1 of 5 pages |
CUSIP No.00507E107
____________________________________________________________________________________________________
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1. |
Names of Reporting Persons. |
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I.R.S. Identification Nos. of above persons (entities only). | |
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TETRAD VENTURES PTE LTD. |
____________________________________________________________________________________________________
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
X |
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____________________________________________________________________________________________________
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3. |
SEC Use Only |
____________________________________________________________________________________________________
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4. |
Citizenship or Place of Organization Singapore |
____________________________________________________________________________________________________
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Number of |
5. Sole Voting Power |
None |
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6. Shared Voting Power |
48,916,807 ordinary shares1 | |
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7. Sole Dispositive Power |
None | |
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8. Shared Dispositive Power |
48,916,807 ordinary shares1 |
____________________________________________________________________________________________________
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
48,916,807 ordinary shares1 |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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11. |
Percent of Class Represented by Amount in Row (9) |
9.5% |
____________________________________________________________________________________________________
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12. |
Type of Reporting Person (See Instructions) |
OO (Singapore corporation) |
____________________________________________________________________________________________________
____________________________________________________________________________________________________
1. Represents ordinary shares and American Depositary Shares held of record by Tetrad Ventures Pte Ltd. 6,900,000 ordinary shares out of a total of 48,916,807 ordinary shares are represented by 1,150,000 American Depositary Shares.
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Page 2 of 5 pages |
CUSIP No.00507E107
____________________________________________________________________________________________________
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1. |
Names of Reporting Persons. |
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I.R.S. Identification Nos. of above persons (entities only). | |
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GIC SPECIAL INVESTMENTS PTE LTD |
____________________________________________________________________________________________________
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
X |
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____________________________________________________________________________________________________
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3. |
SEC Use Only |
____________________________________________________________________________________________________
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4. |
Citizenship or Place of Organization Singapore |
____________________________________________________________________________________________________
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Number of |
5. Sole Voting Power |
None |
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6. Shared Voting Power |
48,916,807 ordinary shares1 | |
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7. Sole Dispositive Power |
None | |
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8. Shared Dispositive Power |
48,916,807 ordinary shares1 |
____________________________________________________________________________________________________
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
48,916,807 ordinary shares1 |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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11. |
Percent of Class Represented by Amount in Row (9) |
9.5% |
____________________________________________________________________________________________________
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12. |
Type of Reporting Person (See Instructions) |
OO (Singapore corporation) |
____________________________________________________________________________________________________
____________________________________________________________________________________________________
1. Represents ordinary shares and American Depositary Shares held of record by Tetrad Ventures Pte Ltd. 6,900,000 ordinary shares out of a total of 48,916,807 ordinary shares are represented by 1,150,000 American Depositary Shares.
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SEC 1745 (12-02) |
Page 3 of 5 pages |
CUSIP No.00507E107
____________________________________________________________________________________________________
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1. |
Names of Reporting Persons. |
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I.R.S. Identification Nos. of above persons (entities only). | |
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GOVERNMENT OF SINGAPORE INVESTMENT CORPORATION PTE LTD. |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
X |
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____________________________________________________________________________________________________
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3. |
SEC Use Only |
____________________________________________________________________________________________________
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4. |
Citizenship or Place of Organization Singapore |
____________________________________________________________________________________________________
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Number of |
5. Sole Voting Power |
None |
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6. Shared Voting Power |
48,916,807 ordinary shares1 | |
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7. Sole Dispositive Power |
None | |
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8. Shared Dispositive Power |
48,916,807 ordinary shares1 |
____________________________________________________________________________________________________
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
48,916,807 ordinary shares1 |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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11. |
Percent of Class Represented by Amount in Row (9) |
9.5% |
____________________________________________________________________________________________________
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12. |
Type of Reporting Person (See Instructions) |
OO (Singapore corporation) |
____________________________________________________________________________________________________
____________________________________________________________________________________________________
1. Represents ordinary shares and American Depositary Shares held of record by Tetrad Ventures Pte Ltd. 6,900,000 ordinary shares out of a total of 48,916,807 ordinary shares are represented by 1,150,000 American Depositary Shares.
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SEC 1745 (12-02) |
Page 4 of 5 pages |
CUSIP No.00507E107
____________________________________________________________________________________________________
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1. |
Names of Reporting Persons. |
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I.R.S. Identification Nos. of above persons (entities only). | |
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GOVERNMENT OF SINGAPORE |
____________________________________________________________________________________________________
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
X |
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____________________________________________________________________________________________________
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3. |
SEC Use Only |
____________________________________________________________________________________________________
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4. |
Citizenship or Place of Organization Singapore |
____________________________________________________________________________________________________
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Number of |
5. Sole Voting Power |
None |
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6. Shared Voting Power |
48,916,807 ordinary shares1 | |
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7. Sole Dispositive Power |
None | |
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8. Shared Dispositive Power |
48,916,807 ordinary shares1 |
____________________________________________________________________________________________________
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
48,916,807 ordinary shares1 |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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11. |
Percent of Class Represented by Amount in Row (9) |
9.5% |
____________________________________________________________________________________________________
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12. |
Type of Reporting Person (See Instructions) |
OO (Singapore corporation) |
____________________________________________________________________________________________________
____________________________________________________________________________________________________
1. Represents ordinary shares and American Depositary Shares held of record by Tetrad Ventures Pte Ltd. 6,900,000 ordinary shares out of a total of 48,916,807 ordinary shares are represented by 1,150,000 American Depositary Shares.
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SEC 1745 (12-02) |
Page 5 of 5 pages |
Item 1.
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(a) |
Name of Issuer |
Actions Semiconductor Co., Ltd.
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(b) |
Address of Issuer's Principal Executive Offices |
15-1, No.1, HIT Road,
Tangjia, Zhuhai,
Guangdong, 519085,
People’s Republic of China
Item 2.
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(a) |
Name of Person Filing |
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I. |
Tetrad Ventures Pte Ltd. |
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II. |
GIC Special Investments Pte Ltd |
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III. |
Government of Singapore Investment Corporation Pte Ltd. |
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IV. |
Government of Singapore |
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(b) |
Address of Principal Business Office or, if none, Residence | |||
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I, II, & III |
168 Robinson Road, |
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#37-01 Capital Tower,
Singapore
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IV |
c/o |
Government of Singapore Investment Corporation Pte Ltd. |
168 Robinson Road,
#37-01 Capital Tower,
Singapore
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(c) |
Citizenship |
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I, II, III, & IV |
Singapore |
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(d) |
Title of Class of Securities |
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Ordinary Shares, some of which are represented by American Depositary Shares. | |||||||
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(e) |
CUSIP Number |
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00507E107 |
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Item 3. |
Not applicable |
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Item 4. |
Ownership |
The aggregate number of securities and percentage of the class of securities of the Issuer beneficially owned by each Reporting Person named in Item 2(a), as well as the number of securities as to which such person is deemed to have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, shared power to dispose or direct the disposition, is set forth in the following table:
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Power to Vote |
Power to Dispose | ||
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Person |
No. of Securities Beneficially Owned |
Sole1 |
Shared1 |
Sole1 |
Shared1 |
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Tetrad Ventures Pte Ltd. |
48,916,807 |
0 |
48,916,807 |
0 |
48,916,807 |
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GIC Special Investments Pte Ltd |
48,916,807 |
0 |
48,916,807 |
0 |
48,916,807 |
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Government of Singapore Investment Corporation Pte Ltd. |
48,916,807 |
0 |
48,916,807 |
0 |
48,916,807 |
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Government of Singapore |
48,916,807 |
0 |
48,916,807 |
0 |
48,916,807 |
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Total (all Reporting Persons) 2 |
48,916,807 |
0 |
48,916,807 |
0 |
48,916,807 |
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1 |
Tetrad Ventures Pte Ltd. shares voting power and dispositive power over the 48,916,807 ordinary shares held of record by it with GIC Special Investments Pte Ltd, Government of Singapore Investment Corporation Pte Ltd., and Government of Singapore. |
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2 |
The reporting persons disclaim membership in a group. |
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
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Item 5. |
Ownership of Five Percent or Less of a Class |
Not applicable
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
Not applicable
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
As described above, the ordinary shares being reported on this Schedule 13G are held of record by Tetrad Ventures Pte Ltd.
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Item 8. |
Identification and Classification of Members of the Group |
As described above, the ordinary shares being reported on this Schedule 13G are held of record by Tetrad Ventures Pte Ltd. While the existence of a group is not expressly affirmed pursuant to this filing, the reporting persons include the following additional entities, which may be deemed to exercise voting or dispositive power with respect to the ordinary shares held of record by Tetrad Ventures Pte Ltd.: GIC Special Investments Pte Ltd., Government of Singapore Investment Corporation Pte Ltd. and Government of Singapore.
See Items 2 and 4 of this Schedule 13G for additional information about the relationships among these parties.
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Item 9. |
Notice of Dissolution of Group |
Not applicable
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Item 10. |
Certification |
Not applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Date: February 3, 2006 |
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Tetrad Ventures Pte Ltd. |
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Signature: /s/ Ng Koon Siong |
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Name: Ng Koon Siong |
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Title: Director |
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GIC Special Investments Pte Ltd |
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Signature: /s/ Ng Kin Sze |
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Name: Ng Kin Sze |
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Title: Senior Executive Vice President |
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Government of Singapore Investment Corporation Pte Ltd. | |
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Signature: /s/ Ng Kin Sze |
Signature: /s/ Ho Yuit Mun |
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Name: Ng Kin Sze |
Name: Ho Yuit Mun |
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Title: Senior Executive Vice |
Title: Director |
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Government of Singapore | |
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Signature: /s/ Ng Kin Sze |
Signature: /s/ Ho Yuit Mun |
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Name: Ng Kin Sze |
Name: Ho Yuit Mun |
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Title: Senior Executive Vice |
Title: Director |
Exhibit Index
A. Copy of Power of Attorney by Minister for Finance, Singapore dated 5 March 1998. (Incorporated by reference to Exhibit No. 1 to Schedule 13G, dated March 23, 1998, regarding SPDR Trust Series 1).
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B. |
Joint Filing Agreement |
Exhibit A
Incorporated by reference to Exhibit No. 1 to Schedule 13G, dated March 23, 1998, regarding SPDR Trust Series 1
Exhibit B
Joint Filing Agreement
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the ordinary shares (and American Depositary Shares) of Actions Semiconductor Co., Ltd. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. Each of the undersigned acknowledges that each shall be responsible for the timely filing of amendments with respect to information concerning such undersigned reporting person, and for the completeness and accuracy of the information concerning such undersigned reporting person, contained therein, but shall not be responsible for the completeness and accuracy concerning the others, except to the extent that such reporting person knows or has reason to believe that such information is inaccurate. This agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
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Date: February 3, 2006 |
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Tetrad Ventures Pte Ltd. |
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Signature: /s/ Ng Koon Siong |
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Name: Ng Koon Siong |
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Title: Director |
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GIC Special Investments Pte Ltd |
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Signature: /s/ Ng Kin Sze |
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Name: Ng Kin Sze |
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Title: Senior Executive Vice President |
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Government of Singapore Investment Corporation Pte Ltd. | |
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Signature: /s/ Ng Kin Sze |
Signature: /s/ Ho Yuit Mun |
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Name: Ng Kin Sze |
Name: Ho Yuit Mun |
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Title: Senior Executive Vice |
Title: Director |
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Government of Singapore | |
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Signature: /s/ Ng Kin Sze |
Signature: /s/ Ho Yuit Mun |
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Name: Ng Kin Sze |
Name: Ho Yuit Mun |
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Title: Senior Executive Vice |
Title: Director |