Exhibit (c)-(3)

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Actions Semiconductor Co., Ltd . DISCUSSION MATERIALS FOR THE FAIRNESS REVIEW COMMITTEE SEPTEMBER 12, 2016 | CONFIDENTIAL

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Table of Contents 2 Page 1. Summary of Financial Changes from May 31 to July 31, 2016 3 2. Executive Summary 6 3. Selected Public Market Observations 9 4. Financial Analyses 14 5. Appendix 20 6. Disclaimer 30

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Summary of Financial Changes from May 31 to July 31, 2016

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW  Company management revised downward its 2016 E projections :  T he prior presentation on August 1 , 2016 utilize projections provided by Company management on May 31 , 2016 , and Company management has provided updated projections as of July 31 , 2016 .  2016 E projected revenue was lowered by $ 11 . 5 million or 18 . 2 % , and Adjusted EBITDA was lowered by $ 4 . 5 million .  2016 E projected capital expenditures were lowered from $ 2 . 5 million to $ 1 . 9 million . Financial Analyses – Selected Changes Comparison of Current (July 31, 2016) to May 31, 2016 Projections E refers to Estimated NMF refers to not meaningful figure EBITDA refers to Earnings Before Interest, Taxes, Depreciation & Amortization, adjusted for certain non - recurring items (dollars in millions, except percentages) Current Analysis 2016E 2017E 2018E 2019E 2020E Sales $51.9 $71.1 $80.9 $95.1 $112.0 Gross Profit $14.8 $18.4 $19.8 $23.4 $28.2 Adjusted EBITDA ($12.7) ($2.3) ($1.7) $1.2 $4.4 Capital Expenditures $1.9 $1.0 $1.0 $1.0 $1.0 May 31, 2016 Projections as Shown in 7/30/16 Special Committee Presentation Sales $63.4 $71.1 $80.9 $95.1 $112.0 Gross Profit $17.4 $18.4 $19.8 $23.4 $28.2 Adjusted EBITDA ($8.3) ($2.3) ($1.7) $1.2 $4.4 Capital Expenditures $2.5 $1.0 $1.0 $1.0 $1.0 Difference (Current less 7/30/16 SC Presentation) Sales ($11.5) $0.0 $0.0 $0.0 $0.0 Gross Profit ($2.6) $0.0 $0.0 $0.0 $0.0 Adjusted EBITDA ($4.5) $0.0 $0.0 $0.0 $0.0 Capital Expenditures ($0.6) $0.0 $0.0 $0.0 $0.0 % Difference Sales (18.2%) 0.0% 0.0% 0.0% 0.0% Gross Profit (15.0%) 0.0% 0.0% 0.0% 0.0% Adjusted EBITDA NMF 0.0% 0.0% 0.0% 0.0% Capital Expenditures (22.1%) 0.0% 0.0% 0.0% 0.0% Projected Fiscal Year Ending December 31, 4

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW  Company management provided an updated balance sheet as of July 31 , 2016 versus previously provided balance sheet as of May 31 , 2016 , with the following notable changes :  Short - term cash and bank balances decreased to $ 87 . 4 million from $ 90 . 5 million .  Accounts receivables increased from $ 4 . 0 million to $ 5 . 1 million .  Book value of Nann Capital (the Company’s real estate investment) decreased to $ 23 . 0 million from $ 23 . 2 million primarily due to fluctuations in the exchange rate .  Company management updated the liquidation analysis to utilize a starting balance sheet as of July 31 , 2016 versus previous liquidation analysis based on the balance sheet as of May 31 , 2016 .  Expected employee - related severance fees decreased to $ 8 . 1 million from $ 8 . 2 million due to a reduction in headcount .  Per ADS price range derived from liquidation analysis decreased to $ 1 . 99 to $ 2 . 30 from $ 2 . 09 to $ 2 . 40 . Financial Analyses – Selected Changes (cont.) Selected Changes to Financial Analyses from May 31, 2016 to July 31, 2016 5

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Executive Summary

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Transaction Value Overview Source: Company filings; LTM per unaudited financial statements, NFY and NFY+1 financials per Company management 1. Based on 45,495,223 outstanding ADS as of 5/31/2016 , per Company management 2. The Company received an offer from Mr. Hsuan - Wen (Niccolo) Chen and certain of his affiliates (the “Buyer Group”) on 5/19/201 6 for $2.00 per ADS for all the outstanding equity interest of the Company not already owned by the Buyer Group. The Buyer Group increased its offer price to $2.20 per ADS on 08/29/2016, the offer price increase has not been publicly announced 3 . Based on unaudited financial statements as of 7/31/2016; includes unrestricted cash and equivalents of $52.1 million and both short - term and long - term restricted deposits of $35.3 million and $26.5 million, respectively 4. Based on Company management’s estimates of fair value and unaudited financial statements as of 7/31/2016 NFY refers to next fiscal year, NFY+1 refers to the year after next fiscal year, LTM refers to latest twelve months ADS refers to American Depository Shares E refers to Estimated NMF refers to not meaningful figure Summary of Proposed Transaction Value Summary of Proposed Transaction Value Implied Premiums to Historical ADS Trading Prices Implied Premium of Per ADS Trading Period Closing Transaction Consideration over Prior to Announcement on 5/20/16 ADS Price Closing ADS Price 1-Day $1.47 49.7% 5-Day Average $1.49 47.7% 10-Day Average $1.52 45.1% 1-Month Average $1.56 40.6% 3-Month Average $1.48 48.6% 6-Month Average $1.56 40.9% 1-Year Average $1.59 37.9% 52-Week High (11/16/2015) $1.96 12.2% 52-Week Low (2/5/2016) $1.30 69.2% Per ADS ADS Transaction Security Outstanding 1 Consideration 2 ADS 45.5 $2.20 (dollars and ADS in millions, except per ADS values) 7 Implied Values Estimated Fair Value Book Value Implied Common Equity $100.1 $100.1 Adjustments: Add: Total Debt 61.0 61.0 Less: Cash and Cash Equivalents 3 (113.9) (113.9) Less: Non-Operating Assets 4 Nann Capital Corporation ("Nann Capital) (42.5) (23.0) OCTT Asia Limited ("OCTT Investment") (10.6) (13.7) Hi-Trend Investment Holdings Co., Ltd. ("Hi-Trend") (4.6) (1.0) Actions Microelectronics Co,. Ltd (Beijing) ("Beijing Actions") (2.6) (3.3) Grand Choice Investment Limited ("Grand Choice") (0.5) (0.7) AMC Holdings Limited ("AMC") 0.0 0.0 Implied Enterprise Value ($13.7) $5.5 Implied Transaction Multiples Enterprise Value / Sales LTM 6/30/2016 NMF NMF NFY 2016E NMF NMF NFY+1 2017E NMF NMF Implied Multiple Non-Operating Assets Based on:

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW  Parties to the Transaction  Actions Semiconductor Co., Ltd ., a Cayman Islands limited liability company (“Actions” or the “Company”)  Supernova Investment Ltd., an exempted company with limited liability incorporated under the Laws of the Republic of Mauritius (“ Parent ”)  Parent is beneficially owned by Mr . Hsuan - Wen (Niccolo) Chen, former CEO of the Company, and certain of his affiliates and affiliated entities, including: Supernova Investment, Inc., Surrey Glory Investment Limited, Tongtong Investment, Perfectech International, AllPremier Investment, Octovest International Holdings, Ventus Corporation, Middlesex Holdings Corporation, Rich Dragon Consultants Limited, Nutronics Technology Corporation, Uniglobe Securities Limited, New Essential Holdings Limited, Embona Holdings Limited, Suffolk Dragon Ventures Ltd, Top Best Development Limited and certain Rollover Shareholders (collectively , the “Buyer Group”)  Starman Limited, an exempted company with limited liability incorporated under the Laws of Cayman Islands and a wholly - owned subsidiary of Parent and Actions (“Merger Sub ”)  Form of Transaction  Merger: Merger Sub will be merged with and into the Company, with the Company surviving the Merger and being owned by Parent and the Rollover Shareholders (the “Merger”) Summary of Selected Merger Terms 1  Form of Consideration  Cash Only: each ordinary share of the Company (a “Share” or, collectively, the “Shares”) and American Depository Share (each , an “ADS” or collectively, the “ADSs”), issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares, Dissenting Shares and Shares represented by ADSs) shall be cancelled in exchange for the right to receive US$0.366 in cash per Share without interest (the “Per Share Merger Consideration”) or US$2.20 in cash per ADS without interest (the “Per ADS Merger Consideration”), respectively  Holders of Dissenting Shares (collectively, “Dissenting Shareholders”) shall be cancelled and cease to exist, and the Dissenting Shareholders shall not be entitled to receive the Per Share Merger Consideration and shall instead be entitled to receive only the payment of the fair value of such Dissenting Shares held by them determined in accordance with the provisions of Section 238 of the Cayman Islands Companies Law  Certain Closing Conditions  Vote requirement: subject to the affirmative vote of shareholders representing two - thirds or more of the shares present and voting in person or by proxy  Termination Fee:  None for either Parent or Buyer Group  Financing  100.0% financed by Company cash in its offshore accounts Source: Executed version of Agreement and Plan of Merger among Supernova Investment Ltd., Starman Limited and Actions Semiconductor Co., Ltd. dated September 12, 2016 (the “Agreement”) Note: 1. This summary is intended only as an overview of selected terms and is not intended to cover all terms or details of the Merger; this summary is qualified by the terms and conditions of the Agreement; Capitalized terms not defined have the meaning given to them in the Agreement 8

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Selected Public Market Observations

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 90.0% 86.9% 74.3% 61.9% 59.8% 41.9% 41.0% NA NA NA 33.9% 61.9% 65.1% 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% 70.0% 80.0% 90.0% 100.0% Sitronix Technology Corporation MediaTek Inc. Sunplus Technology Company Limited Rfsemi Technologies Inc GSI Technology Inc. AllWinner Technology Co., Ltd. Sino Wealth Electronic Ltd. Alcor Micro Corporation Airoha Technology Corp. Generalplus Technology Inc. Actions Semiconductor Co., Ltd. Median Mean Float and Trading Information Source: Capital IQ as of 9/8/16 1. Public float information for Alcor Micro, Airoha Technology and Generalplus Technology not available as of 8/31/16. These obs ervations are excluded from summary statistics Public Float / Shares Outstanding 1 90 – Day Average Daily Volume / Shares Outstanding Float Information Not Available 4.2% 2.3% 1.1% 1.1% 0.9% 0.5% 0.5% 0.4% 0.4% 0.1% 0.0% 0.5% 1.0% 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% 3.5% 4.0% 4.5% Sino Wealth Electronic Ltd. AllWinner Technology Co., Ltd. Generalplus Technology Inc. Sitronix Technology Corporation Rfsemi Technologies Inc Alcor Micro Corporation MediaTek Inc. Sunplus Technology Company Limited Airoha Technology Corp. GSI Technology Inc. Actions Semiconductor Median Mean 10

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Selected Historical Trading Information for the Company 1. Based on average VWAP over the given time period (last 3 months, 6 months, 9 months or 12 months, as applicable ) as of May 20, 2016, the day of the offer announcement VWAP refers to volume weighted average price Source : Capital IQ Last Twelve Months Total Volume: 8.0mm Average VWAP (1) : $ 1.57 Last Nine Months Total Volume: 4.4 mm Average VWAP (1) : $1.61 Last Six Months Total Volume: 1. 9 mm Average VWAP (1) : $1.48 Last Three Months Total Volume: 1.5 mm Average VWAP (1) : $1.45 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% $1.30 $1.40 $1.50 $1.60 $1.70 $1.80 $1.90 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% $1.30 $1.40 $1.50 $1.60 $1.70 $1.80 $1.90 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% $1.30 $1.40 $1.50 $1.60 $1.70 $1.80 $1.90 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% $1.30 $1.40 $1.50 $1.60 $1.70 $1.80 $1.90 11

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 0.0 50.0 100.0 150.0 200.0 250.0 300.0 350.0 400.0 450.0 500.0 $0.00 $0.50 $1.00 $1.50 $2.00 $2.50 $3.00 $3.50 Daily Volume (‘000) Closing ADS Price ($) Volume Price ADS Trading History 1 - Week Avg. Daily Volume 1,880 1 - Month Avg. Daily Volume 14,940 3 - Month Avg. Daily Volume 24,310 6 - Month Avg. Daily Volume 16,380 52 Week High (11/17/2015) $1.99 52 Week Low (8/4/2015) $1.19 All Time High (5/19/2006) $12.24 All Time Low (8/4/2015) $1.19 Proposed Per ADS Merger Consideration of $ 2.20 Source: Capital IQ, Company filings, public information ADS refers to American Depository Shares ADS Price and Volume History Price & Volume Statistics (Prior to Announcement) A D E  A . August 15 , 2014 : The Company announced its intention to conduct Dutch auction tender offer  B . September 18 , 2014 : The Company completed the tender offer of $ 2 . 50 per ADS for 10 . 0 million ADS, thereby reducing overall outstanding shares (including shares represented by ADS) by approximately 14 . 6 %  C . August 24 , 2015 : the Company announced intention to conduct another round of Dutch auction tender offer  D . October 2 , 2015 : The Company completed the tender offer of $ 2 . 30 per ADS for 14 . 0 million ADS, thereby reducing overall outstanding shares (including shares represented by ADS) by approximately 24 . 0 %  E . May 19 , 2016 : Buyer Group submitted non - binding proposal to take the company private at $ 2 . 00 per ADS  F . August 29 , 2016 : Buyer Group increased its offer price to $ 2 . 20 per ADS, which has not been publicly announced B C F Original Proposed Per ADS Merger Consideration of $2.00 12

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 0% 50% 100% 150% 200% 250% Actions S&P500 Selected Companies Index Relative ADS and Share Performance Selected Companies Index 1 : 72.0% Source: Capital IQ 1. Selected Companies Index includes: Alcor Micro Corporation (GTSM:8054), Sino Wealth Electronic Ltd.(SZSE:300327), GSI Tech nol ogy Inc. (NasdaqGS:GSIT), MediaTek Inc. (TSEC:2454), Rfsemi Technologies Inc (KOSDAQ:A096610), Sitronix Technology Corporation (TSEC:8016), AllWinner Technology Co., Ltd. (SZSE:300458), Airoha Techn olo gy Corp. (GTSM:6526), Generalplus Technology Inc. (TSEC:4952) and Sunplus Technology Company Limited (TSEC:2401) S&P 500 Index: 30.5% Action Semiconductor : - 24.7% Indexed ADS and Stock Price Performance Over Past 3 Years 13

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Financial Analyses

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Liquidation Analysis Prepared by Company Management $1.99 $2.30 $1.75 $2.00 $2.25 $2.50 $2.75 Financial Analyses S ummary 1. Based on 45,495,223 outstanding ADS as of 5/31/2016, per Company management ADS refers to American Depository Shares Proposed Per ADS Merger Consideration of $ 2.20 ($ Per ADS) Implied Per ADS Equity Value Reference Range 1 15

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Selected Historical and Projected Financial Information Source: Public filings, Capital IQ, Company management 1. Represents adjustment for various inventory write - downs the Company has taken over the past four years and is expecting to take in 2016E 2. Other Operating Income primarily consists of government subsidies. The Company receives annual subsidy payments from the Z huh ai municipal government for its headquarters and research and development activities. The subsidies are expected to continue in the foreseeable future 3. Includes amortization of acquired intangible assets 4. The Company’s sales are seasonal with Q3 and Q4 exhibiting higher consumer electronic demand CAGR refers to Compound Annual Growth Rate EBITDA refers to Earnings Before Interest, Taxes, Depreciation & Amortization, adjusted for certain non - recurring items EBIT refers to Earnings Before Interest and Taxes, adjusted for certain non - recurring items LTM refers to latest 12 months E refers to Estimated NMF refers to not meaningful figure (dollars in millions, except percentages) LTM Ended 4 Projected Fiscal Year Ending December 31, CAGR 2012 2013 2014 2015 6/30/2016 2016E 2017E 2018E 2019E 2020E 2015 to 2020E Sales $54.3 $69.4 $50.3 $49.1 $50.9 $51.9 $71.1 $80.9 $95.1 $112.0 17.9% Growth % 27.7% -27.6% -2.2% 5.6% 37.0% 13.7% 17.6% 17.7% Cost of Goods Sold (35.1) (48.0) (46.2) (38.4) (39.7) (40.2) (52.7) (61.1) (71.7) (83.8) Adjustment: Inventory Write-Downs 1 0.7 1.6 7.7 6.2 7.5 3.1 0.0 0.0 0.0 0.0 Gross Profit $19.9 $23.0 $11.8 $17.0 $18.7 $14.8 $18.4 $19.8 $23.4 $28.2 Margin % 36.7% 33.1% 23.4% 34.6% 36.8% 28.4% 25.9% 24.5% 24.6% 25.2% Other Operating Income 2 0.9 2.2 0.9 3.8 3.8 1.6 0.8 0.8 0.6 0.6 Selling Expenses (1.3) (2.1) (2.2) (2.2) (2.0) (1.8) (2.1) (2.1) (2.0) (2.1) General and Administrative Expenses (8.6) (8.8) (10.3) (9.6) (9.5) (7.9) (6.3) (6.4) (6.3) (6.4) Research and Development Expenses (23.7) (26.0) (31.1) (28.8) (27.2) (24.2) (17.8) (18.4) (19.0) (19.7) Adjusted EBIT ($12.8) ($11.7) ($31.0) ($19.8) ($16.0) ($17.5) ($7.0) ($6.4) ($3.4) $0.6 NMF Margin % -23.5% -16.8% -61.6% -40.4% -31.5% -33.7% -9.9% -7.9% -3.5% 0.5% Depreciation & Amortization 3 5.4 5.6 7.0 6.5 5.5 4.8 4.7 4.7 4.6 3.8 Adjusted EBITDA ($7.4) ($6.1) ($24.0) ($13.4) ($10.6) ($12.7) ($2.3) ($1.7) $1.2 $4.4 NMF Margin % -13.6% -8.8% -47.7% -27.2% -20.8% -24.5% -3.2% -2.2% 1.3% 3.9% Capital Expenditures $1.3 $5.0 $9.7 $4.4 $1.7 $1.9 $1.0 $1.0 $1.0 $1.0 Net Working Capital $4.2 $18.0 $8.0 $14.0 $17.5 $16.5 $16.6 $22.1 $24.2 Change in Net Working Capital ($13.8) $10.0 ($6.0) ($3.5) $1.0 ($0.1) ($5.4) ($2.1) Fiscal Year Ended December 31, 16

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Illustrative Liquidation Analysis as Prepared by Company Management Note : China imposes restrictions on individuals and businesses for cross - border currency transfers . China’s State Administration of Foreign Exchange (“SAFE”) monitors and regulates all aspects of cross - border currency transfers, including the amount of currency converted into RMB . The conversion of any RMB proceeds in a hypothetical liquidation scenario to USD or another foreign currency may require approvals from SAFE . (dollars in millions, except per ADS figures) Balance Sheet as of 7/31/2016 Pct.% Sub Total Low High Sub (Low) Total (Low) Sub (High) Total (High) Assets Management Rationale for Recoverability Estimate Current Assets: Cash & Bank Balances $87.4 $87.4 $87.4 Please see note A on page 18 Cash and Cash Equivalents 45.3% $39.6 100% 100% $39.6 $39.6 Time Deposit 0.0% $0.0 100% 100% $0.0 $0.0 Restricted Deposits 40.3% $35.3 100% 100% $35.3 $35.3 Marketable Securities 14.3% $12.5 100% 100% $12.5 $12.5 Trading Securities 0.1% $0.1 100% 100% $0.1 $0.1 A/C Receivable - Trade $5.1 $3.9 $4.4 Within 30 Days 85.6% $4.4 80% 90% $3.5 $3.9 Please see note B on page 18 31 - 90 Days 14.4% $0.7 50% 70% $0.4 $0.5 Please see note B on page 18 91 - 180 Days 0.0% $0.0 0% 0% $0.0 $0.0 Over 180 days 0.0% $0.0 0% 0% $0.0 $0.0 Prepaid Expenses and other Current Assets $7.1 23% 25% $1.6 $1.8 Please see note C on page 18 Inventory $13.1 33% 42% $4.3 $5.4 Please see note D on page 18 Deferred Tax Assets $0.9 0% 0% $0.0 $0.0 Unusable in liquidation Amount Due From Related Parties $0.6 100% 100% $0.6 $0.6 Accounts from related party are assumed to be fully recoverable Dividend Receivable $0.0 100% 100% $0.0 $0.0 From Hi-Trend investment Current Assets $114.2 $97.8 $99.7 Non-Current Assets: Property, Plant and Equipment, Net $26.5 3% 12% $0.7 $3.2 Please see note E on page 18 Acquired Intangible Assets, net $5.1 0% 0% $0.0 $0.0 Unusable in liquidation Investment in Equity Method Investees $26.3 $41.5 $48.6 Beijing Action 12.6% $3.3 75% 80% $2.5 $2.6 Nann Capital 87.4% $23.0 170% 200% $39.0 $45.9 Other Investments $15.5 $14.9 $16.7 Hi-Trend 6.6% $1.0 400% 500% $4.1 $5.1 AMC Holding 0.0% $0.0 0% 0% $0.0 $0.0 Grand Choice Investment Limited 4.5% $0.7 75% 80% $0.5 $0.6 Octt Investment Holdings 88.8% $13.7 75% 80% $10.3 $11.0 Marketable Securities $0.0 $0.0 $0.0 Restricted Deposits $26.5 100% 100% $26.5 $26.5 Please see note on page 18 Rental Deposits $0.0 87% 87% $0.0 $0.0 Can recover before September 2016 Land Use Right $1.4 0% 10% $0.0 $0.1 Please see note F on page 18 Deferred Tax Assets $0.2 0% 0% $0.0 $0.0 Unusable in liquidation Non-Current Assets $101.4 $83.6 $95.1 Total Assets $215.6 $181.4 $194.8 Recoverability Estimate Liquidation Value 17

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Illustrative Liquidation Analysis as Prepared by Company Management (cont.) 1. Wind down period could be longer than three months and this analysis does not reflect the financial impact of continuing to operate the business as the company continues to incur losses 2. Based on estimates from Company management, the implied per ADS value range would be $1.89 to $2.19 by December 2016 Note : China imposes restrictions on individuals and businesses for cross - border currency transfers . China’s State Administration of Foreign Exchange (“SAFE”) monitors and regulates all aspects of cross - border currency transfers, including the amount of currency converted into RMB . The conversion of any RMB proceeds in a hypothetical liquidation scenario to USD or another foreign currency may require approvals from SAFE . (dollars in millions, except per ADS figures) Balance Sheet as of 7/31/2016 Pct.% Sub Total Low High Sub (Low) Total (Low) Sub (High) Total (High) Liabilities & Stockholders' Equity Management Rationale for Recoverability Estimate Current Liabilities: Accounts Payable $7.2 100% 100% $7.2 $7.2 Assumed to be fully paid Amount Due to a Related Party $0.7 100% 100% $0.7 $0.7 Assumed to be fully paid Accrued Expenses and Other Current Liabilities $4.4 100% 80% $4.4 $3.5 Certain compensation may not have to be paid Short-Term Bank Loans $61.0 100% 100% $61.0 $61.0 Debts are assumed to be fully paid Other Liabilities $1.4 100% 100% $1.4 $1.4 Assumed to be fully paid Income Tax Payable $0.0 0% 0% $0.0 $0.0 Unusable in liquidation Deferred Tax Liabilities $0.3 0% 0% $0.0 $0.0 Unusable in liquidation Current Liabilities $75.0 $74.7 $73.8 Non-Current liabilities: Payable for Acquisition of Intangible Assets $0.0 100% 100% $0.0 $0.0 Assumed to be fully paid Other liabilities $0.0 100% 100% $0.0 $0.0 Assumed to be fully paid Deferred Tax and Other Liabilities $0.6 0% 0% $0.0 $0.0 Unusable in liquidation Non-Current Liabilities $0.6 $0.0 $0.0 Total Liabilities $75.6 $74.7 $73.8 RESIDUAL VALUE $106.8 $121.0 Wind Down Charges Operating Costs During Wind-down $1.2 $1.2 Please see note G on page 18 Severance Fee $8.1 $8.1 Please see note H on page 18 Liquidation Committee's Fee $0.1 $0.1 Expenses related to trustee Other Legal Charges (Litigation, Tax Clearance, Authority Approval, Deregistration) $6.0 $6.0 Please see note I on page 18 Total Wind Down Charges $15.4 $15.4 Dividend Tax $0.9 $0.9 Please see note J on page 18 Residual After Total Contractual Obligations and Wind Down Charges Total $90.5 $104.7 Per ADS 1 $1.99 $2.30 Recoverability Estimate Liquidation Value 18

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Illustrative Liquidation Analysis as Prepared by Company Management (cont.)  A . Cash & Bank Balances : According to Company management , outstanding cash balances are held in approximately 94 accounts primarily located in Hong Kong or the PRC and are assumed to be fully recoverable in an orderly liquidation .  B . A/R Receivable – Trade : Company management indicated that they were confident in the ability to collect most outstanding A/R aged fewer than 30 days in an orderly liquidation, but less confident in its ability to collect older A/R .  C . Prepaid Expenses and Other : Company management indicated a recovery probability of between 23 % and 25 % based primarily on the ability to recover some interest receivable .  D . Inventory : Company management indicated that between 33 % and 42 % of inventory would be recoverable based on its ability to recover 35 % - 44 % of the net book value of multimedia units and tablets in inventory . Company management indicated that they typically carry approximately 165 days of inventory .  E . Property, Plant and Equipment, net : Company management estimated that 3 % to 12 % of total fixed asset value could be recovered in a liquidation scenario . In a liquidation scenario, Company management estimated that there would be a total of $ 10 . 6 million in fees , including a $ 2 . 9 million fine related to the delayed construction of a facility required to be built on leased property, tax of $ 3 . 1 million, and a $ 4 . 6 million fee for building a facility to fulfill government requirements . The investments and/or expected penalties are explicitly considered in Company management’s estimate of the fair value of the property . We understand that third parties have no restrictions on buying the Company’s assets, and that the assets are not customized to the point where third parties would not be interested in the assets .  F . Land Use Right : Company management indicated that the land use right cannot be subleased to a third party, and has little value in a liquidation scenario .  G . Operating Costs During Wind Down : Company management indicated that it would take approximately three months to wind down the business, and that they would incur certain expenses in the process related to research and development personnel, sales personnel, and general overhead expenses .  H . Severance Fees : Company management indicated that they would incur approximately $ 8 . 1 million in employee - related severance expenses in the event of liquidation .  I . Other Legal Charges : Early termination fee of approximately $ 5 . 7 million payable to J . P . Morgan related to cancellation of ADSs prior to 2020 .  J . Dividend Tax : Company management indicated that the Company would be subject to a 10 % dividend tax on all PRC entities during liquidation . Notes Source: Company management 19

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Appendix

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Benchmarking Data Sources: Historical and projected figures provided by Company management, public filings, Capital IQ, and Bloomberg No company used in this analysis for comparative purposes is identical to the Company 1. Based on public trading prices of common stock EBITDA refers to Earnings Before Interest, Taxes, Depreciation & Amortization LTM refers to the most recently completed 12 - month period for which financial information has been made public, other than for the C ompany, in which case LTM refers to Latest 12 Months NA refers to not available NMF refers to not meaningful figure Historical Growth Historical Growth (2-Fiscal Year Adjusted EBITDA) (1-Fiscal Year Adjusted EBITDA) Name Value Airoha Technology Corp. 78.5% Sunplus Technology Company Limited 64.7% Sino Wealth Electronic Ltd. 42.4% Sitronix Technology Corporation 40.6% Generalplus Technology Inc. 5.1% MediaTek Inc. 4.1% Rfsemi Technologies Inc -16.5% AllWinner Technology Co., Ltd. -37.0% Alcor Micro Corporation -45.3% GSI Technology Inc. NMF Actions Semiconductor Co., Ltd. NMF 21 Size Size 1 Historical Growth Historical Growth (LTM Revenue) (Enterprise Value as of 9/8/16) (2-Fiscal Year Revenue) (1-Fiscal Year Revenue) Name Value Name Value Name Value MediaTek Inc. $7,891.3 MediaTek Inc. $9,012.6 Airoha Technology Corp. 50.8% Sitronix Technology Corporation $312.2 AllWinner Technology Co., Ltd. $1,895.7 MediaTek Inc. 25.2% Sunplus Technology Company Limited $261.1 Sino Wealth Electronic Ltd. $1,069.2 Sitronix Technology Corporation 20.9% AllWinner Technology Co., Ltd. $175.2 Sitronix Technology Corporation $339.6 Sino Wealth Electronic Ltd. 10.4% Airoha Technology Corp. $144.9 Sunplus Technology Company Limited $166.5 Rfsemi Technologies Inc 4.4% Generalplus Technology Inc. $106.4 Generalplus Technology Inc. $101.1 Sunplus Technology Company Limited -0.3% Alcor Micro Corporation $70.7 Airoha Technology Corp. $90.1 Generalplus Technology Inc. -1.5% Sino Wealth Electronic Ltd. $66.7 Rfsemi Technologies Inc $86.4 GSI Technology Inc. -5.1% Rfsemi Technologies Inc $58.8 GSI Technology Inc. $52.0 Alcor Micro Corporation -9.2% GSI Technology Inc. $51.7 Alcor Micro Corporation $6.0 AllWinner Technology Co., Ltd. -14.4% Actions Semiconductor Co., Ltd. $50.9 Actions Semiconductor Co., Ltd. ($26.9) Actions Semiconductor Co., Ltd. -15.8% Historical Growth Projected Growth (1-Fiscal Year Revenue) (1-Fiscal Year Revenue) Name Value Name Value Airoha Technology Corp. 27.5% AllWinner Technology Co., Ltd. 40.6% Sitronix Technology Corporation 22.0% Sino Wealth Electronic Ltd. 28.6% Sino Wealth Electronic Ltd. 10.9% MediaTek Inc. 28.1% Generalplus Technology Inc. 8.2% Airoha Technology Corp. 14.3% Sunplus Technology Company Limited 7.6% Sitronix Technology Corporation 8.3% Rfsemi Technologies Inc 3.3% Actions Semiconductor Co., Ltd. 5.6% MediaTek Inc. 0.1% Generalplus Technology Inc. 3.7% GSI Technology Inc. -1.4% GSI Technology Inc. 0.5% Actions Semiconductor Co., Ltd. -2.2% Rfsemi Technologies Inc NA AllWinner Technology Co., Ltd. -2.6% Alcor Micro Corporation NA Alcor Micro Corporation -15.4% Sunplus Technology Company Limited NA

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Benchmarking Data (cont.) Sources: Historical and projected figures provided by Company management, public filings, Capital IQ, and Bloomberg No company used in this analysis for comparative purposes is identical to the Company EBITDA refers to Earnings Before Interest, Taxes, Depreciation & Amortization EBIT refers to Earnings Before Interest and Taxes LTM refers to the most recently completed 12 - month period for which financial information has been made public, other than for the C ompany, in which case LTM refers to Latest 12 months NMF refers to not meaningful figure 22 Historical Growth Profitability (1-Fiscal Year Adjusted EBITDA) (LTM Adjusted EBIT to LTM Revenue) Name Value Name Value Sino Wealth Electronic Ltd. 85.0% Sino Wealth Electronic Ltd. 15.8% Sitronix Technology Corporation 24.3% Generalplus Technology Inc. 15.7% Generalplus Technology Inc. 20.5% Sitronix Technology Corporation 11.5% Sunplus Technology Company Limited 19.1% AllWinner Technology Co., Ltd. 11.0% AllWinner Technology Co., Ltd. 9.3% Sunplus Technology Company Limited 11.0% Airoha Technology Corp. 8.2% MediaTek Inc. 9.5% Rfsemi Technologies Inc -17.1% Airoha Technology Corp. 8.3% MediaTek Inc. -42.3% Rfsemi Technologies Inc 6.2% Alcor Micro Corporation -44.9% GSI Technology Inc. 0.0% GSI Technology Inc. NMF Alcor Micro Corporation -0.2% Actions Semiconductor Co., Ltd. NMF Actions Semiconductor Co., Ltd. -31.5% Profitability Relative Depreciation (LTM Adjusted EBITDA to LTM Revenue) (LTM Depr. to LTM Adjusted EBITDA) Name Value Sino Wealth Electronic Ltd. 18.5% Generalplus Technology Inc. 17.6% AllWinner Technology Co., Ltd. 14.8% Sunplus Technology Company Limited 14.8% Rfsemi Technologies Inc 13.9% Sitronix Technology Corporation 13.2% MediaTek Inc. 11.9% Airoha Technology Corp. 9.0% Alcor Micro Corporation 3.6% GSI Technology Inc. 3.5% Actions Semiconductor Co., Ltd. -20.8% Relative Depreciation Internal Investment Liquidity Leverage [1] (LTM Depr. to LTM Adjusted EBITDA) (LTM Capital Expenditures to LTM Revenue) (Current Ratio as of 9/8/16) (Debt to EV as of 9/8/16) Name Value Name Value Name Value Alcor Micro Corporation 106.2% AllWinner Technology Co., Ltd. 10.4% AllWinner Technology Co., Ltd. 9.0 Rfsemi Technologies Inc 55.5% Rfsemi Technologies Inc 4.5% GSI Technology Inc. 8.2 AllWinner Technology Co., Ltd. 25.9% Actions Semiconductor Co., Ltd. 3.4% Sino Wealth Electronic Ltd. 6.6 Sunplus Technology Company Limited 25.9% MediaTek Inc. 3.0% Alcor Micro Corporation 4.5 MediaTek Inc. 20.2% Sunplus Technology Company Limited 3.0% Airoha Technology Corp. 2.6 Sino Wealth Electronic Ltd. 14.5% GSI Technology Inc. 2.5% Sunplus Technology Company Limited 2.3 Sitronix Technology Corporation 12.7% Sino Wealth Electronic Ltd. 2.1% Generalplus Technology Inc. 2.1 Generalplus Technology Inc. 11.0% Sitronix Technology Corporation 1.6% Sitronix Technology Corporation 2.1 Airoha Technology Corp. 7.7% Generalplus Technology Inc. 1.4% MediaTek Inc. 1.6 Actions Semiconductor Co., Ltd. NMF Airoha Technology Corp. 0.8% Actions Semiconductor Co., Ltd. 1.5 GSI Technology Inc. NMF Alcor Micro Corporation 0.7% Rfsemi Technologies Inc 1.4

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Implied Premiums Paid in Selected Going - Private Transactions Involving US - Listed Chinese Companies Source: Capital IQ, Company Filings 1 . As of announcement date or any revised offers received after announcement date 2 . 52 - Week High intraday ADS price prior to going private announcement VWAP refers to Volume Weighted Average Price Actions Semiconductor Co., Ltd. $2.20 49.7% 50.4% 51.6% 51.7% 36.5% 42.8% 10.6% Announced Closing Offer Price Premium Date Date Company Name Price 1 (US$) 1-Day Prior 30-Day VWAP 2 60-Day VWAP 2 90 -Day VWAP 2 180-Day VWAP 2 52-Week VWAP 2 52-Week High 3 On-Going Deals 7/11/2016 - Concord Medical Services Holdings Limited $5.19 33.8% 39.8% 30.4% 19.3% 12.0% 42.9% (24.6%) 6/23/2016 - Qunar Cayman Islands Limited 30.39 15.0% (4.5%) (15.8%) (16.4%) (28.1%) 7.4% (45.7%) 6/23/2016 - Sky-mobi Limited 2.10 19.3% 14.8% 6.2% 4.9% (8.4%) 16.2% (61.3%) 6/6/2016 - eFuture Holding Inc. 6.32 16.0% 9.0% 5.5% (0.0%) (38.6%) 10.4% (65.6%) 4/18/2016 - Autohome Inc. 31.50 (2.0%) 10.4% 19.1% 12.9% 4.2% 5.3% (44.3%) 2/17/2016 - Jumei International Holding Limited 7.00 19.9% 4.8% (10.4%) (17.7%) (44.5%) 22.3% (75.2%) 2/1/2016 - Sinovac Biotech Ltd. 7.00 39.4% 32.1% 30.0% 31.6% 30.6% 32.4% 13.3% 1/19/2016 - Zhaopin Ltd. 17.50 22.0% 17.3% 17.1% 21.5% 17.2% 15.3% (0.9%) 1/15/2016 - Synutra International Inc. 5.91 54.3% 28.9% 18.3% 19.2% (3.4%) (5.4%) (27.5%) 12/14/2015 - Trina Solar Limited 11.60 21.5% 17.7% 17.0% 20.6% 9.0% 11.4% (13.0%) 8/31/2015 - iKang Healthcare Group, Inc. 20.00 24.5% 23.2% 12.4% 9.0% 12.5% 11.5% (11.8%) 7/9/2015 - E-Commerce China Dangdang Inc. 6.70 2.9% (27.9%) (28.4%) (27.6%) (31.2%) (39.8%) (59.2%) 6/29/2015 - Kongzhong Corp. 8.56 21.8% 11.5% 19.7% 27.0% 32.1% 27.3% (7.9%) 6/22/2015 - China Information Technology, Inc. 4.43 31.1% 18.1% 12.8% 13.0% 13.4% 8.2% (39.7%) 6/19/2015 - AirMedia Group Inc. 6.00 70.5% 10.8% 30.2% 31.3% 46.2% 52.3% (22.1%) 6/15/2015 - iDreamSky Technology Limited 14.00 (3.8%) 24.5% 39.8% 41.5% 11.7% (6.8%) (46.1%) 6/10/2015 - Renren Inc. 4.20 2.2% 13.7% 24.6% 29.7% 35.5% 32.5% (5.6%) 6/5/2015 - JA Solar Holdings Co., Ltd. 9.69 19.9% 2.6% 1.7% 4.3% 10.2% 5.9% (14.3%) 4/27/2015 - China Cord Blood Corporation 6.40 (11.4%) 7.6% 11.0% 13.2% 17.5% 21.8% (11.6%) 8/19/2013 - Exceed Company Ltd. 1.78 19.5% 24.4% 27.9% 30.4% 30.2% 24.0% (6.3%) Mean 20.8% 13.9% 13.4% 13.4% 6.4% 14.8% (28.5%) Median 19.9% 14.2% 17.0% 16.2% 11.8% 13.4% (23.3%) High 70.5% 39.8% 39.8% 41.5% 46.2% 52.3% 13.3% Low (11.4%) (27.9%) (28.4%) (27.6%) (44.5%) (39.8%) (75.2%) 23

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Implied Premiums Paid in Selected Going - Private Transactions Involving US - Listed Chinese Companies (cont .) Source: Capital IQ, Company Filings 1 . As of announcement date or any revised offers received after announcement date 2 . 52 - Week High intraday ADS price prior to going private announcement VWAP refers to Volume Weighted Average Price Announced Closing Offer Price Premium Date Date Company Name Price 1 (US$) 1-Day Prior 30-Day VWAP 2 60-Day VWAP 2 90 -Day VWAP 2 180-Day VWAP 2 52-Week VWAP 2 52-Week High 3 Closed Deals 6/9/2015 8/12/2016 E-House China Holdings Limited $6.85 2.1% 7.8% 11.8% 9.3% (7.1%) (19.0%) (45.1%) 7/6/2015 8/3/2016 China Nepstar Chain Drugstore Ltd. 2.62 19.1% (0.9%) (1.5%) 3.0% 14.8% 15.2% (20.6%) 6/17/2015 7/15/2016 Qihoo 360 Technology Co. Ltd. 77.00 16.6% 30.3% 31.6% 39.2% 29.4% 12.0% (26.5%) 2/1/2016 7/12/2016 Ku6 Media Co., Ltd. 1.08 54.3% 36.6% 48.3% 50.6% (1.7%) 52.7% (32.5%) 11/2/2015 6/22/2016 China Ming Yang Wind Power Group Ltd. 2.51 13.1% 19.3% 17.8% 11.2% (8.5%) (5.5%) (34.3%) 6/1/2015 6/22/2016 Taomee Holdings Ltd. 3.77 26.1% 17.3% 20.9% 14.0% 6.4% (6.9%) (31.8%) 4/20/2015 6/3/2016 Xueda Education Group 5.50 95.0% 86.4% 94.1% 100.2% 89.7% (7.7%) (2.8%) 8/3/2015 5/31/2016 eLong Inc. 18.00 24.1% 20.3% (8.6%) (7.7%) (5.7%) (5.5%) (33.9%) 3/3/2015 5/13/2016 Jiayuan.com International Ltd. 7.56 62.9% 58.7% 60.6% 52.4% 39.4% 26.8% (14.6%) 9/15/2015 4/29/2016 Jinpan International Limited 4.50 24.3% 11.2% 3.6% (0.2%) (5.0%) (17.6%) (47.6%) 8/14/2015 4/20/2016 Country Style Cooking Restaurant Chain Co. Ltd. 5.23 18.9% 10.2% 3.0% 0.9% (0.3%) (4.4%) (29.8%) 7/21/2015 4/14/2016 Mecox Lane Limited 4.00 17.6% 11.9% 11.3% 9.3% 10.2% 7.2% (14.7%) 6/12/2015 4/8/2016 Bona Film Group Limited 13.70 6.5% 20.4% 28.7% 34.6% 45.5% 55.2% 3.2% 10/16/2015 4/5/2016 Youku Tudou Inc. 27.60 35.1% 53.7% 51.6% 32.0% 31.9% 35.1% (12.4%) 6/11/2015 4/1/2016 Homeinns Hotel Group 35.80 18.7% 29.0% 36.4% 36.8% 31.3% 23.9% (2.8%) 8/3/2015 3/22/2016 Global-Tech Advanced Innovations 8.85 195.0% 162.9% 150.1% 146.1% 74.2% 73.4% 0.6% 6/4/2015 3/3/2016 Mindray Medical International Limited 28.00 1.9% (3.1%) (2.3%) (2.4%) (2.6%) (4.2%) (17.2%) 6/22/2015 12/18/2015 Vimicro International Corp. 13.50 9.5% 3.4% 9.8% 15.4% 38.8% 50.9% (18.1%) 4/30/2015 12/10/2015 WuXi PharmaTech (Cayman) Inc. 46.00 16.5% 18.7% 19.5% 20.5% 23.6% 27.9% 2.2% 1/27/2014 11/19/2015 Shanda Games Limited 7.10 25.7% 47.3% 56.2% 58.7% 61.1% 66.8% 9.2% 4/13/2015 11/17/2015 Sungy Mobile Limited 4.90 8.9% 19.9% 11.0% 4.9% (30.2%) (51.5%) (76.8%) 5/18/2015 8/10/2015 China Mobile Games and Entertainment Group 22.00 7.9% 6.0% 10.6% 14.9% 3.8% 10.1% (25.9%) 1/2/2015 7/28/2015 Perfect World Co., Ltd. 20.20 28.2% 21.5% 11.3% 6.5% 5.4% 0.3% (23.0%) 5/22/2013 12/2/2014 Le Gaga Holdings Ltd 4.06 21.6% 22.0% 16.6% 15.7% 10.0% 7.7% (21.9%) 4/28/2012 11/26/2014 Sino Gas International Holdings, Inc. 1.30 306.3% 297.8% 271.4% 244.4% 258.2% 196.0% 176.6% 3/10/2014 11/18/2014 Montage Technology Group Limited 22.60 31.7% 28.0% 24.4% 25.8% n.a. n.a. n.a. 2/17/2014 9/29/2014 Chindex International Inc. 24.00 39.9% 44.5% 44.9% 45.5% 44.0% 51.9% 24.9% 9/30/2013 9/24/2014 Charm Communications Inc. 4.70 17.2% 14.3% 13.2% 9.2% 5.2% 4.7% (21.7%) 6/6/2013 8/29/2014 iSoftStone Holdings Limited 5.70 17.8% 26.4% 25.6% 22.1% 21.1% 17.9% (19.6%) 12/24/2013 7/30/2014 Noah Education Holdings Ltd. 2.85 26.7% 21.5% 26.3% 33.5% 50.7% 54.7% 11.3% 11/25/2013 7/18/2014 Giant Interactive Group, Inc. 12.00 18.5% 31.5% 33.7% 37.4% 47.7% 58.2% 5.0% 2/10/2014 7/17/2014 AutoNavi Holdings Limited 21.00 27.0% 38.6% 40.0% 36.1% 46.1% 52.2% (0.9%) 9/4/2013 7/9/2014 China Hydroelectric Corporation 3.51 57.4% 62.5% 54.4% 48.0% 60.2% 72.0% 8.0% 10/15/2012 7/3/2014 Yongye International, Inc. 7.10 48.2% 58.3% 74.1% 83.3% 98.4% 86.2% 20.3% 10/12/2012 5/30/2014 Ninetowns Internet Technology Group Company 2.00 85.2% 79.4% 81.9% 73.7% 62.7% 62.7% (2.4%) 6/20/2013 4/23/2014 ChinaEdu Corporation 7.00 19.9% 17.9% 13.2% 14.0% 15.7% 18.3% (16.3%) 11/2/2012 4/14/2013 Trunkbow International Holdings, Ltd. 1.46 24.8% 48.6% 54.8% 49.3% 6.6% 1.1% (39.4%) 5/20/2013 3/27/2014 Pactera Technology International Ltd. 7.30 38.8% 34.5% 19.9% 14.0% 8.1% 2.5% (33.0%) 3/12/2013 3/28/2014 Camelot Information Systems Inc. 1.85 23.3% 27.6% 53.7% 51.5% 20.7% (20.0%) (54.5%) 1/20/2012 1/15/2014 AsiaInfo-Linkage, Inc. 12.00 21.0% 50.8% 43.2% 38.7% (0.1%) (13.9%) (47.6%) 3/11/2013 12/23/2013 Simcere Pharmaceutical Group. 9.66 21.4% 23.1% 22.7% 21.6% 21.3% 18.3% 2.0% 8/13/2012 7/30/2013 LJ International Inc. 2.00 24.2% 21.4% 29.2% 17.6% 4.7% (4.1%) (31.3%) 24

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Implied Premiums Paid in Selected Going - Private Transactions Involving US - Listed Chinese Companies (cont .) Source: Capital IQ, Company Filings 1 . As of announcement date or any revised offers received after announcement date 2 . 52 - Week High intraday ADS price prior to going private announcement VWAP refers to Volume Weighted Average Price Actions Semiconductor Co., Ltd. $2.20 49.7% 50.4% 51.6% 51.7% 36.5% 42.8% 10.6% Announced Closing Offer Price Premium Date Date Company Name Price 1 (US$) 1-Day Prior 30-Day VWAP 2 60-Day VWAP 2 90 -Day VWAP 2 180-Day VWAP 2 52-Week VWAP 2 52-Week High 3 Closed Deals (cont.) 9/26/2012 7/5/2013 7 Days Group Holdings Limited $13.80 30.6% 43.2% 45.3% 42.5% 24.3% 15.6% (21.1%) 10/3/2012 6/27/2013 Feihe International, Inc. 7.40 21.3% 23.6% 14.9% 22.9% 42.8% 47.9% (20.4%) 3/27/2012 6/27/2013 Zhongpin, Inc. 13.50 46.6% 46.5% 38.6% 40.3% 44.7% 24.4% (22.0%) 9/12/2012 5/30/2013 3SBio Inc. 16.70 44.1% 45.7% 39.6% 33.8% 33.6% 37.2% 8.9% 8/13/2012 5/23/2013 Focus Media Holding Ltd. 27.50 17.6% 36.6% 33.9% 28.2% 28.2% 26.2% (16.5%) 2/15/2013 5/17/2013 China Shenghuo Pharmaceutical Holdings, Inc. 0.16 18.5% 61.5% 42.8% 46.0% (33.0%) (36.6%) (78.1%) 9/7/2012 4/8/2013 Syswin Inc. 2.05 28.1% 45.7% 39.9% 43.5% 112.5% 103.3% (12.4%) 7/6/2012 3/28/2013 ShangPharma Corporation 9.00 30.8% 44.8% 34.2% 20.4% 13.0% 4.8% (26.5%) 5/9/2012 2/6/2013 China Nuokang Bio-Pharmaceutical Inc. 5.80 56.8% 74.0% 95.9% 102.9% 41.3% 37.3% (1.4%) 5/21/2012 12/28/2012 Yucheng Technologies Limited 3.90 26.4% 28.0% 32.4% 42.5% 52.7% 43.5% 0.8% 11/3/2010 12/27/2012 Fushi Copperweld, Inc. 9.50 4.4% 1.6% 8.0% 9.4% (2.0%) 0.0% (26.6%) 4/2/2012 12/11/2012 Winner Medical Group Inc. 4.50 32.3% 29.2% 40.1% 46.4% 31.7% 12.7% (15.1%) 1/9/2012 11/9/2012 Pansoft Company Limited 4.15 106.5% 83.2% 93.2% 79.6% 36.7% 27.4% (16.0%) 5/3/2012 11/2/2012 China Mass Media Corp. 5.00 115.5% 133.1% 38.9% (3.2%) (35.0%) (38.2%) (80.8%) 2/21/2012 10/31/2012 China TransInfo Technology Corp. 5.80 12.6% 26.6% 40.0% 52.6% 67.7% 47.7% 11.5% 2/24/2012 10/17/2012 Gushan Environmental Energy Limited 1.65 34.1% 28.1% 27.7% 10.0% (13.6%) (31.8%) (66.7%) 1/6/2012 5/15/2012 Jingwei International Limited 2.20 64.2% 66.6% 57.0% 48.2% 8.3% (5.7%) (46.5%) 10/28/2011 4/20/2012 China Real Estate Information Corporation 5.73 6.1% 20.1% 7.0% (5.8%) (13.3%) (21.8%) (46.3%) 11/14/2011 4/17/2012 China GrenTech Corp. Ltd. 3.15 23.0% 34.3% 42.4% 45.7% 18.4% 11.6% (14.9%) 10/17/2011 2/14/2012 Shanda Interactive Entertainment Limited 41.35 23.5% 26.6% 25.1% 20.6% 2.3% 2.5% (23.7%) 3/7/2011 11/4/2011 China Fire & Security Group, Inc. 9.00 43.8% 52.4% 40.1% 28.1% 12.1% (13.5%) (45.4%) 10/11/2010 11/3/2011 Harbin Electric, Inc. 24.00 20.2% 36.3% 35.1% 37.7% 24.8% 22.3% (7.7%) 1/28/2011 9/16/2011 China Security & Surveillance Technology, Inc. 6.50 33.2% 30.1% 26.1% 21.3% 24.9% 11.9% (26.9%) 3/25/2011 8/25/2011 Funtalk China Holdings Limited 7.20 17.1% 34.2% 30.6% 26.7% 2.9% 3.9% (17.5%) 11/11/2010 8/19/2011 Chemspec International Limited 8.10 28.2% 29.2% 27.0% 22.8% 10.4% 14.2% (10.5%) 6/27/2011 8/11/2011 Tiens Biotech Group (USA), Inc. 1.72 67.0% 44.2% 31.5% 27.6% 21.5% 16.5% (13.1%) 4/8/2010 4/15/2011 Tongjitang Chinese Medicines Company 4.50 19.0% 22.3% 21.9% 21.0% 17.9% 18.4% (11.8%) Closed Deals Mean 37.2% 40.4% 38.1% 35.4% 26.5% 20.3% (17.4%) Median 24.3% 29.2% 31.6% 28.1% 20.9% 14.7% (17.8%) High 306.3% 297.8% 271.4% 244.4% 258.2% 196.0% 176.6% Low 1.9% (3.1%) (8.6%) (7.7%) (35.0%) (51.5%) (80.8%) Overall Mean 33.6% 34.4% 32.6% 30.5% 21.9% 19.1% (19.9%) Median 23.3% 26.6% 27.7% 22.9% 16.5% 14.7% (18.9%) High 306.3% 297.8% 271.4% 244.4% 258.2% 196.0% 176.6% Low (11.4%) (27.9%) (28.4%) (27.6%) (44.5%) (51.5%) (80.8%) 25

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Illustrative Implied Multiples and Investment Required Source: Company Filings, Capital IQ 1. Total Implied Investment is calculated as Implied Equity Value * Percent Equity Sought (35.7%) EV refers to Enterprise Value LTM refers to latest 12 months ADS refers to American Depository Shares NMF refers to not meaningful figure 26 (dollars in millions, except per ADS values) Illustrative Implied Implied Premium Implied Implied EV/ 1 Total Implied Purchase Price Equity to Pre-Announcement Enterprise LTM Revenue Investment Required Per ADS Value Price Value 1 6/30/2016 by Buyer Group 1 Pre-Announcement Price (5/19/2016) $1.47 $66.9 0.0% ($46.9) NMF $23.9 Current Trading Price (9/8/2016) $2.01 91.4 36.7% (22.3) NMF 32.7 Offer Price: $2.20 100.1 49.7% (13.7) NMF 35.8 $2.30 104.6 56.5% (9.1) NMF 37.4 $2.40 109.2 63.3% (4.6) NMF 39.0 $2.50 113.7 70.1% (0.0) NMF 40.7 $2.60 118.3 76.9% 4.5 0.09x 42.3 $2.70 122.8 83.7% 9.1 0.18x 43.9 $2.80 127.4 90.5% 13.6 0.27x 45.5 $2.90 131.9 97.3% 18.2 0.36x 47.2 $3.00 136.5 104.1% 22.7 0.45x 48.8 $3.10 141.0 110.9% 27.3 0.54x 50.4 $3.20 145.6 117.7% 31.8 0.63x 52.0 $3.30 150.1 124.5% 36.4 0.72x 53.7 $3.40 154.7 131.3% 40.9 0.80x 55.3 Additional Investment Required per Selected Price Movements Per ADS Additional Investment Required by Buyer Group Price Movement (US$ millions) $0.05 $0.8 $0.10 $1.6 $0.25 $4.1 $0.50 $8.1 $1.00 $16.3

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Price Revision Data for Going - Private Transactions Source: Public filings, Capital IQ Announcement Date Company Domiciled Location Initial Offer Date Initial Offer Price ($) Final Offer Date Final Offer Price ($) % Change # of Revisions On-Going Deals 07/11/2016 Concord Medical Services Holdings Limited Cayman 07/11/2016 $5.19 07/11/2016 $5.19 0.0% 0 06/23/2016 Qunar Cayman Islands Limited Cayman 06/23/2016 30.39 06/23/2016 30.39 0.0% 0 06/23/2016 Sky-mobi Limited Cayman 06/23/2016 2.10 06/23/2016 2.10 0.0% 0 06/06/2016 eFuture Holding Inc. Cayman 06/06/2016 6.32 06/06/2016 6.32 0.0% 0 04/18/2016 Autohome Inc. Cayman 04/18/2016 31.50 04/18/2016 31.50 0.0% 0 02/17/2016 Jumei International Holding Limited Cayman 02/17/2016 7.00 02/17/2016 7.00 0.0% 0 02/01/2016 Sinovac Biotech Ltd. Antigua, West Indies 02/01/2016 6.18 02/01/2016 7.00 13.3% 1 01/19/2016 Zhaopin Ltd. Cayman 01/19/2016 17.50 01/19/2016 17.50 0.0% 0 01/15/2016 Synutra International Inc. Delaware 01/15/2016 5.91 01/15/2016 5.91 0.0% 0 12/14/2015 Trina Solar Limited Cayman 12/14/2015 11.60 12/14/2015 11.60 0.0% 0 08/31/2015 iKang Healthcare Group, Inc. Cayman 08/31/2015 20.00 01/06/2016 20.00 0.0% 4 07/09/2015 E-Commerce China Dangdang Inc. Cayman 07/09/2015 7.81 07/09/2015 6.70 (14.2%) 0 06/29/2015 Kongzhong Corp. Cayman 06/29/2015 8.56 06/29/2015 8.56 0.0% 0 06/22/2015 China Information Technology, Inc. BVI 06/22/2015 4.43 06/22/2015 4.43 0.0% 0 06/19/2015 AirMedia Group Inc. Cayman 06/19/2015 6.00 09/30/2015 6.00 0.0% 0 06/15/2015 iDreamSky Technology Limited Cayman 06/15/2015 14.00 06/15/2015 14.00 0.0% 0 06/10/2015 Renren Inc. Cayman 06/10/2015 4.20 06/10/2015 4.20 0.0% 0 06/05/2015 JA Solar Holdings Co., Ltd. Cayman 06/05/2015 9.69 06/05/2015 9.69 0.0% 0 04/27/2015 China Cord Blood Corporation Cayman 04/27/2015 6.40 04/27/2015 6.40 0.0% 0 08/19/2013 Exceed Company Ltd. BVI 08/19/2013 1.72 12/02/2013 1.78 3.5% 1 27

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Price Revision Data for Going - Private Transactions (cont.) Source: Public filings, Capital IQ Announcement Date Company Domiciled Location Initial Offer Date Initial Offer Price ($) Final Offer Date Final Offer Price ($) % Change # of Revisions Closed Deals 08/03/2015 eLong Inc. Cayman 08/03/2015 $18.00 08/03/2015 $18.00 0.0% 0 06/09/2015 E-House China Holdings Limited Cayman 06/09/2015 7.38 11/03/2015 6.85 (7.2%) 1 07/06/2015 China Nepstar Chain Drugstore Ltd. Cayman 07/06/2015 2.60 03/16/2016 2.62 0.8% 1 06/17/2015 Qihoo 360 Technology Co. Ltd. Cayman 06/17/2015 77.00 06/17/2015 77.00 0.0% 0 02/01/2016 Ku6 Media Co., Ltd. Cayman 02/01/2016 1.08 02/01/2016 1.08 0.0% 0 11/02/2015 China Ming Yang Wind Power Group Ltd. Cayman 11/02/2015 2.51 11/02/2015 2.51 0.0% 0 06/01/2015 Taomee Holdings Ltd. Cayman 06/01/2015 3.59 11/11/2015 3.77 5.0% 1 04/20/2015 Xueda Education Group Cayman 04/20/2015 3.38 07/26/2015 5.50 62.7% 1 03/03/2015 Jiayuan.com International Ltd. Cayman 03/03/2015 5.37 11/05/2015 7.56 40.8% 2 09/15/2015 Jinpan International Limited BVI 09/15/2015 4.50 01/24/2016 6.00 33.3% 1 08/14/2015 Country Style Cooking Restaurant Chain Co. Ltd. Cayman 08/14/2015 5.23 08/14/2015 5.23 0.0% 0 07/21/2015 Mecox Lane Limited Cayman 07/21/2015 4.00 07/21/2015 4.00 0.0% 0 06/12/2015 Bona Film Group Limited Cayman 06/12/2015 13.70 12/15/2015 13.70 0.0% 0 10/16/2015 Youku Tudou Inc. Cayman 10/16/2015 26.60 11/06/2015 27.60 3.8% 1 06/11/2015 Homeinns Hotel Group Cayman 06/11/2015 32.81 12/07/2015 35.80 9.1% 1 08/03/2015 Global-Tech Advanced Innovations BVI 08/03/2015 8.75 12/04/2015 8.85 1.1% 1 06/04/2015 Mindray Medical International Limited Cayman 06/04/2015 30.00 11/04/2015 28.00 (6.7%) 3 06/22/2015 Vimicro International Corp. Cayman 06/22/2015 13.50 09/15/2015 13.50 0.0% 0 04/30/2015 WuXi PharmaTech (Cayman) Inc. Cayman 04/30/2015 46.00 08/14/2015 46.00 0.0% 0 01/27/2014 Shanda Games Limited Cayman 01/27/2014 6.90 11/19/2015 7.10 2.9% 1 04/13/2015 Sungy Mobile Limited Cayman 04/13/2015 4.90 11/18/2015 4.90 0.0% 0 05/18/2015 China Mobile Games and Entertainment Group Cayman 05/18/2015 21.50 06/09/2015 22.00 2.3% 1 01/02/2015 Perfect World Co., Ltd. Cayman 12/31/2014 20.00 04/26/2015 20.20 1.0% 1 05/22/2013 Le Gaga Holdings Ltd Cayman 05/22/2013 4.01 07/30/2014 4.06 1.2% 1 04/28/2012 Sino Gas International Holdings, Inc. Utah 04/28/2012 0.48 03/28/2014 1.30 170.8% 3 03/10/2014 Montage Technology Group Limited Cayman 03/10/2014 21.50 06/11/2014 22.60 5.1% 1 02/17/2014 Chindex International Inc. Delaware 02/17/2014 19.50 04/21/2014 24.00 23.1% 1 09/30/2013 Charm Communications Inc. Cayman 09/30/2013 4.70 09/30/2013 4.70 0.0% 0 06/06/2013 iSoftStone Holdings Limited Cayman 06/06/2013 5.85 11/04/2013 5.70 (2.6%) 1 12/24/2013 Noah Education Holdings Ltd. Cayman 12/24/2013 2.80 04/02/2014 2.85 1.8% 1 11/25/2013 Giant Interactive Group, Inc. Cayman 11/25/2013 11.75 04/17/2014 12.00 2.1% 1 02/10/2014 AutoNavi Holdings Limited Cayman 02/10/2014 21.00 02/10/2014 21.00 0.0% 0 09/04/2013 China Hydroelectric Corporation Cayman 09/04/2013 2.97 01/13/2014 3.51 18.2% 2 10/15/2012 Yongye International, Inc. Nevada 10/15/2012 6.60 04/09/2014 7.10 7.6% 4 10/12/2012 Ninetowns Internet Technology Group Company Cayman 10/12/2012 2.00 10/12/2012 2.00 0.0% 0 06/20/2013 ChinaEdu Corporation Cayman 06/20/2013 7.00 06/20/2013 7.00 0.0% 0 11/02/2012 Trunkbow International Holdings, Ltd. Nevada 11/02/2012 1.46 11/02/2012 1.46 0.0% 0 05/20/2013 Pactera Technology International Ltd. Cayman 05/20/2013 7.50 10/28/2013 7.30 (2.7%) 2 03/12/2013 Camelot Information Systems Inc. BVI 03/12/2013 1.85 03/12/2013 1.85 0.0% 0 01/20/2012 AsiaInfo-Linkage, Inc. Delaware 01/20/2012 12.00 01/20/2012 12.00 0.0% 0 28

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Price Revision Data for Going - Private Transactions (cont.) Source: Public filings, Capital IQ Announcement Date Company Domiciled Location Initial Offer Date Initial Offer Price ($) Final Offer Date Final Offer Price ($) % Change # of Revisions Closed Deals (cont.) 03/11/2013 Simcere Pharmaceutical Group. Cayman 03/11/2013 $9.56 08/28/2013 $9.66 1.0% 1 08/13/2012 LJ International Inc. BVI 08/13/2012 2.00 08/13/2012 2.00 0.0% 0 09/26/2012 7 Days Group Holdings Limited Cayman 09/26/2012 12.70 03/01/2013 13.80 8.7% 1 10/03/2012 Feihe International, Inc. Utah 10/03/2012 7.40 10/03/2012 7.40 0.0% 0 03/27/2012 Zhongpin, Inc. Delaware 03/27/2012 13.50 03/27/2012 13.50 0.0% 0 09/12/2012 3SBio Inc. Cayman 09/12/2012 15.00 04/23/2014 16.70 11.3% 2 08/13/2012 Focus Media Holding Ltd. Cayman 08/13/2012 27.00 03/25/2013 27.50 1.9% 1 02/15/2013 China Shenghuo Pharmaceutical Holdings, Inc. Delaware 02/15/2013 0.15 04/16/2013 0.16 6.7% 1 09/07/2012 Syswin Inc. Cayman 09/07/2012 2.00 12/24/2012 2.05 2.5% 1 07/06/2012 ShangPharma Corporation Cayman 07/06/2012 9.00 07/06/2012 9.00 0.0% 0 05/09/2012 China Nuokang Bio-Pharmaceutical Inc. Cayman 05/09/2012 5.80 05/09/2012 5.80 0.0% 0 05/21/2012 Yucheng Technologies Limited BVI 05/21/2012 3.80 08/13/2012 3.90 2.6% 1 11/03/2010 Fushi Copperweld, Inc. Nevada 11/03/2010 11.50 12/28/2011 9.50 (17.4%) 2 04/02/2012 Winner Medical Group Inc. Nevada 04/02/2012 4.50 04/02/2012 4.50 0.0% 0 01/09/2012 Pansoft Company Limited BVI 01/09/2012 3.76 05/17/2012 4.15 10.4% 1 05/03/2012 China Mass Media Corp. Cayman 05/03/2012 5.00 05/03/2012 5.00 (0.0%) 0 02/21/2012 China TransInfo Technology Corp. Nevada 02/21/2012 5.65 06/08/2012 5.80 2.7% 1 02/24/2012 Gushan Environmental Energy Limited Cayman 02/24/2012 1.60 09/13/2012 1.65 3.1% 2 01/06/2012 Jingwei International Limited Nevada 01/06/2012 1.56 02/09/2012 2.20 41.0% 1 10/28/2011 China Real Estate Information Corporation Cayman 10/28/2011 5.73 10/28/2011 5.73 0.0% 0 11/14/2011 China GrenTech Corp. Ltd. Cayman 11/14/2011 3.10 01/12/2012 3.15 1.6% 1 10/17/2011 Shanda Interactive Entertainment Limited Cayman 10/17/2011 41.35 10/17/2011 41.35 0.0% 0 03/07/2011 China Fire & Security Group, Inc. Florida 03/07/2011 9.00 03/07/2011 9.00 0.0% 0 10/11/2010 Harbin Electric, Inc. Nevada 10/11/2010 24.00 10/11/2010 24.00 0.0% 0 01/28/2011 China Security & Surveillance Technology, Inc. Delaware 01/28/2011 6.50 01/28/2011 6.50 0.0% 0 03/25/2011 Funtalk China Holdings Limited Cayman 03/25/2011 7.10 05/11/2011 7.20 1.4% 1 11/11/2010 Chemspec International Limited Cayman 11/11/2010 8.00 03/09/2011 8.10 1.3% 1 06/27/2011 Tiens Biotech Group (USA), Inc. Delaware 06/27/2011 1.72 06/27/2011 1.72 0.0% 0 04/08/2010 Tongjitang Chinese Medicines Company Cayman 04/08/2010 4.50 04/08/2010 4.50 0.0% 0 Mean 5.1% 1 Median 0.0% 0 High 170.8% 4 Low (17.4%) 0 29

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Disclaimer

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Disclaimer This presentation, and any supplemental information (written or oral) or other documents provided in connection therewith (collect ive ly, the “materials”), are provided solely for the information of the Special Committee (the “Committee”) of the Board of Directors (the “Board”) of Actions Semiconductor Co., Ltd . (the “Company”) by Houlihan Lokey in connection with the Committee’s consideration of a potential transaction (the “Transaction”) involving the Company. This presentation is incomplete without reference to, and should be considered in conjunction with, any supplemental information provided by and discussions with Houlihan Lokey in connection therewith. Any defined terms us ed herein shall have the meanings set forth in this presentation, even if such defined terms have been given different meanings elsewhere in the materials. 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For this purpose, the tax treatment of a transaction is the purported or claimed U.S. income or franchise tax treatment of the transaction, and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. income or franchise tax treatment of the transaction. If the Company plans to disclose information pursuant to the first sentence of this paragraph, the Company shall inform those to whom it discloses any such information that they may not rely upon such information for any purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey is not an expert on, and nothing contained in the materials should be construed as advice with regard to, legal, accounting, regulatory, insurance, tax or other specialist matters. Houlihan Lokey’s role in reviewing any information is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Committee. The materials necessarily are based on financial, economic, market and other conditions as in effect on, and the information ava ilable to Houlihan Lokey as of, the date of the materials. Although subsequent developments may affect the contents of or the analyses in the materials, Houlihan Lokey has not undertaken, and is under no obligation, to update, revise or reaffirm the materials, except as may be expressly contemplated by Houlihan Lokey’s engagement letter. The materials are not intended to provide the sole basis for evaluation of the Transaction and do not purport to contain all information that may be required. The materials do not address the underlying business deci sio n of the Company or any other party to proceed with or effect the Transaction, or the relative merits of the Transaction as compared to any alternative business strategies or transactions th at might be available for the Company or any other party. The materials do not constitute any opinion, nor do the materials constitute a recommendation to the Board, the Committee, the Co mpa ny, any security holder of the Company or any other party as to how to vote or act with respect to any matter relating to the Transaction or otherwise or whether to buy or sell any as set s or securities of any company. Houlihan Lokey’s only opinion is the written opinion , if any, that is actually delivered to the Committee. The materials may not reflect information known to other professionals in other business areas of Houlihan Lokey and its affiliates . 31

CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW Disclaimer (cont.) The preparation of the materials was a complex process involving quantitative and qualitative judgments and determinations wi th respect to the financial, comparative and other analytic methods employed and the adaption and application of these methods to the unique facts and circumstances presented. Therefore , n one of the materials is readily susceptible to partial analysis or summary description. Furthermore, Houlihan Lokey did not attribute any particular weight to any analysis or facto r c onsidered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Each analytical technique has inherent strengths and weaknesses, and the nature and the sufficiency of the available information may further affect the value of particular techniques. Accordingly, the analyses contained in the materials must be considere d a s a whole. Selecting portions of the analyses, analytic methods and factors without considering all analyses and factors could create a misleading or incomplete view. The materials re flect judgments and assumptions with regard to industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are bey ond the control of the participants in the Transaction. Any estimates of value contained in the materials are not necessarily indicative of actual value or predictive of future results or values, which may be significantly more or less favorable. Any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices a t w hich any assets, businesses or securities may actually be sold. The materials do not constitute a valuation opinion or credit rating. In preparing the materials, Houlihan Lokey has not cond uct ed any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (contingent or otherwise) of the Company or any other party and ha s n o obligation to evaluate the solvency of the Company or any other party under any law . All budgets, projections, estimates, financial analyses, reports and other information with respect to operations (including esti mat es of potential cost savings and expenses) reflected in the materials have been prepared by the management of the relevant party or are derived from such budgets, projections, estimates, financial analyses, reports and other informa tio n or from other sources, which involve numerous and significant subjective determinations made by the management of the relevant party and/or which such management has reviewed and found reasonable. The budgets, projections and estimates contained in the materials may or may not be achieved, and differences between projected results and those actually achieved may be material. Houlihan Lokey has relied upon representations made by management of the Company that such budgets, projections and estimates have been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management (or, with respect to information obt ained from public sources, represent reasonable estimates), and Houlihan Lokey expresses no opinion with respect to such budgets, projections or estimates or the assumptions on which th ey are based. The scope of the financial analysis contained herein is based on discussions with the Company (including, without limitation, regarding the methodologies to be utilized), and Houlihan Lokey does not make any representation, express or implied, as to the sufficiency or adequacy of such financial analysis or the scope thereof for any particular purpose. Houlihan Lokey has assumed and relied upon the accuracy and completeness of the financial and other information provided to, dis cussed with or reviewed by it without (and without assuming responsibility for) independent verification of such information, makes no representation or warranty (express or im pli ed) in respect of the accuracy or completeness of such information and has further relied upon the assurances of the Company and other participants in the Transaction that they are no t aware of any facts or circumstances that would make such information inaccurate or misleading. In addition, Houlihan Lokey has relied upon and assumed, without independent verificati on, that there has been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of the Company or any other participant in t he Transaction since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan Lokey that would be material to its analyses, and that the final forms of any draft documents reviewed by Houlihan Lokey will not differ in any material respect from such draft documents. The materials are not an offer to sell or a solicitation of an indication of interest to purchase any security, option, commo dit y, future, loan or currency. The materials do not constitute a commitment by Houlihan Lokey or any of its affiliates to underwrite, subscribe for or place any securities, to extend or arra nge credit, or to provide any other services. 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Houlihan Lokey may have advised, may seek to advise and may in the future advise one or more participants in the Transaction and/or other companies mentioned in t he materials. 32

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