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Actions Semiconductor Co., Ltd. Form 20-F Filed 2013-04-25

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SECURITIES AND EXCHANGE COMMISSION FORM 20-F Annual and transition report of foreign private issuers pursuant to sections 13 or 15(d) Filing Date: 2013-04-25 | Period of Report: 2012-12-31 SEC Accession No. 0001144204-13-023863 (HTML Version on secdatabase.com) FILER Actions Semiconductor Co., Ltd. Mailing Address Business Address 15-1, NO.1, HIT ROAD, 15-1, NO.1, HIT ROAD, CIK:1342068| IRS No.: 000000000 | State of Incorp.:E9 | Fiscal Year End: 1231 TANGJIA, ZHUHAI, TANGJIA, ZHUHAI, Type: 20-F | Act: 34 | File No.: 000-51604 | Film No.: 13782616 GUANGDONG F4 519085 GUANGDONG F4 519085 SIC: 3674 Semiconductors & related devices (87-756) 339-2353 Copyright © 2014 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT ¨ OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF ¨ 1934 Commission file number: 000-51604 Actions Semiconductor Co., Ltd. (Exact name of Registrant as specified in its charter) N/A (Translation of Registrant’s name into English) Cayman Islands (Jurisdiction of incorporation or organization) No. 1, Ke Ji Si Road, Technology Innovation Coast of Hi-Tech Zone Zhuhai, Guangdong, 519085 The People’s Republic of China (Address of principal executive offices) I-Hung (Nigel) Liu, Chief Financial Officer Telephone: +86-756-339-2353 Facsimile: +86-756-339-2256 (Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each class Name of each exchange on which registered American Depositary Shares, each representing Six NASDAQ—Global Market System Ordinary Shares, par value US$0.000001 per share Ordinary Shares, par value US$0.000001 per share NASDAQ—Global Market System* Securities registered or to be registered pursuant to Section 12(g) of the Act. None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 516,000,000 Ordinary Shares.** Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨Yes xNo If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934. ¨ Yes x No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: ¨ International Financial Reporting x U.S. GAAP Standards as issued by the International ¨ Other Accounting Standards Board If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ¨ Item 18 ¨ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No Not for trading purposes, but only in connection with the registration of American Depositary Shares, or ADSs, pursuant to the * requirements of the Securities and Exchange Commission, or the SEC. The total number of Ordinary Shares outstanding as of December 31, 2012 includes 7,821,882, 22,676,244, 34,938,198, ** 24,212,718, 16,594,848 and 14,812,056 Ordinary Shares underlying the ADSs, that the Registrant repurchased during 2007, 2008, 2009, 2010, 2011 and 2012, respectively. Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS CERTAIN DEFINED TERMS 1 FORWARD-LOOKING STATEMENTS 1 PART I 2 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 2 A. Selected Financial Data 2 B. Capitalization and Indebtedness 5 C. Reasons for the Offer and Use of Proceeds 5 D. Risk Factors 5 ITEM 4. INFORMATION ON THE COMPANY 25 A. History and Development of the Company 25 B. Business Overview 26 C. Organizational Structure 37 D. Property, Plants and Equipment 38 ITEM 4A. UNRESOLVED STAFF COMMENTS 38 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 38 A. Operating Results 38 B. Liquidity and Capital Resources 48 C. Research and Development, Patents and Licenses, etc. 52 D. Trend Information 53 E. Off-balance Sheet Arrangements 55 F. Tabular Disclosure of Contractual Obligations 55 G. Safe Harbor 55 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 55 A. Directors and Senior Management 55 B. Compensation 57 C. Board Practices 58 D. Employees 59 E. Share ownership 59 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 60 A. Major Shareholders 60 B. Related Party Transactions 60 C. Interests of Experts and Counsel 60 ITEM 8. FINANCIAL INFORMATION 61 A. Consolidated Statements and Other Financial Information 61 B. Significant Changes 61 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ITEM 9. THE OFFER AND LISTING 61 A. Offer and Listing Details 61 i Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document B. Plan of Distribution 62 C. Markets 62 D. Selling Shareholders 62 E. Dilution 62 F. Expense of the Issue 62 ITEM 10. ADDITIONAL INFORMATION 63 A. Share Capital 63 B. Memorandum and Articles of Association 63 C. Material Contracts 71 D. Exchange Controls 71 E. Taxation 71 F. Dividends and paying agents 74 G. Statement by experts 75 H. Documents on display 75 I. Subsidiary Information 75 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 75 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 76 A. Debt Securities 76 B. Warrants and Rights 76 C. Other Securities 76 D. American Depositary Shares 76 PART II 77 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 77 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 77 ITEM 15. CONTROLS AND PROCEDURES 77 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 78 ITEM 16B. CODE OF ETHICS 78 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 78 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 79 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 79 ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 79 ITEM 16G. CORPORATE GOVERNANCE 79 ITEM 16H. MINE SAFETY DISCLOSURE 80 PART III 80 ITEM 17. FINANCIAL STATEMENTS 80 Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ITEM 18. FINANCIAL STATEMENTS 80 ITEM 19. EXHIBITS 80 ii Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document CERTAIN DEFINED TERMS References to “China” or “PRC” or “Mainland China” herein are references to the People’s Republic of China which, for the purposes of this annual report, exclude Hong Kong, Macau and Taiwan, and references to “Hong Kong” are references to the Hong Kong Special Administrative Region. References to “United States” or “U.S.” are to the United States of America. All references to the “Government” herein are references to the government of the People’s Republic of China. All references herein to “we,” “us,” “our,” “Actions” and the “Company” are references to Actions Semiconductor Co., Ltd. and, unless the context otherwise requires, all such references include our subsidiaries. References in this annual report to “U.S. dollars,” “$” and “US$” are to United States dollars, the lawful currency of the United States and references herein to “RMB” are to Renminbi, the lawful currency of the PRC. Certain figures (including percentages) have been rounded for convenience, and therefore indicated and actual sums, quotients, percentages and ratios may differ. Unless otherwise indicated, our financial information has been presented in United States dollars in accordance with the generally accepted accounting principles in the United States, or U.S. GAAP, and is presented on a consolidated basis U.S.
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