As filed with the U.S. Securities and Exchange Commission on July 22, 2008
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
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.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
(212) 319-7600
It is proposed that this filing become effective under Rule 466
x immediately upon filing
o on (Date) at (Time)
If a separate registration statement has been filed to register the deposited shares, check the following box. o 
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. 
50,000,000
$0.05
$2,500,000
$98.25
(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.
 

 
 
 


 
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) filed as Exhibit (a)(2) to this Registration Statement on Form F-6, which is incorporated herein by reference.
 
CROSS REFERENCE SHEET
 
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
 
 
       
     
Location in Form of American Depositary
Item Number and Caption
  
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)(1)
Form of Deposit Agreement. Deposit Agreement 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"). Previously filed as Exhibit (a) to Registration Statement No. 129375 and incorporated herein by reference.
 
 
(a)(2)
Form of ADR. Filed herewith as Exhibit (a)(2).
 
 
(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. Filed herewith as Exhibit (d).
 
 
(e)
Certification under Rule 466. Filed herewith as Exhibit (e).
 
 
(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.
 

 
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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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on July 22, 2008.
 
 
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/Melinda L. VanLuit
 
Name:
Melinda L. VanLuit
 
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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the People's Republic of China on June 27, 2008.
 

 
ACTIONS SEMICONDUCTOR CO. LTD.
   
   
 
By:/s/Pei-Fen (Patricia) Chou    
 
Name: Pei-Fen (Patricia) Chou
 
Title: Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Nan-Horng Yeh and Pei-Fen(Patricia) Chou, and each of them singly, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the U.S. Securities Act of 1933, and all post effective amendments thereto and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 

 
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POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in their respective capacities On July 22, 2008:

Signatures
  
Title
  
       
       
/s/Hsiang-Wei (David) Lee
  
Chairman
  
Hsiang-Wei (David) Lee
  
 
  
       
       
/s/Nan-Horng Yeh
  
Chief Executive Officer and Director
  
Nan-Horng Yeh
  
(principal executive officer)
 
       
       
/s/Patricia Chou
  
Chief Financial Officer
  
Patricia Chou
  
(principal financial and accounting officer)
  
       
       
/s/Chin-Hsin (Fred) Chen
  
Director
  
Chin-Hsin (Fred) Chen
      
       
       
 
 
Director
  
Tzu-Yin Chiu
      
       
       
/s/Yu-Hsin Casper Lin
  
Director
  
Yu-Hsin Casper Lin
      
       
       
/s/Shao Chuang (Shawn) Li
  
Director
  
Shao Chuang (Shawn) Li
      
       
       
/s/Paul Hsiao
  
Director
  
Paul Hsiao
      
       

 
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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, Depositary Management Corporation certifies that is the duly authorized representative in the United States of Actions Semiconductor Co. Ltd., has duly caused this Registration Statement to be signed by the undersigned, thereunto duly authorized, in the City of Newark, Delaware, on the 22nd day of July, 2008.
 
 
Depositary Management Corporation
 
(Authorized Representative in the United States)
     
 
By:
/s/George Boychuk
 
Name:
George Boychuk
 
Title:
Managing Director

 



 
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INDEX TO EXHIBITS

Exhibit
Number
  
   
(a)(2)
 
Form of ADR.
 
(d)
 
Legal opinion
 
(e)
 
Rule 466 certification
 

 
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