UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM SD

SPECIALIZED DISCLOSURE REPORT

 

 

DSP GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 001-35256 94-2683643
(State or other jurisdiction of    
incorporation or organization) (Commission file number) (IRS Employer Identification No.)
     
     
2055 Gateway place, Suite 480, San Jose, California 95110
(Address of principal executive offices) (Zip Code)

 

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

 

☒ Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1, 2019 to December 31, 2019.

 

Section 1 – Conflict Minerals Disclosure

 

Item 1.01 Conflict Minerals Disclosure and Report

 

Conflict Minerals Disclosure

 

As required by Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Rule”), and the requirements of Form SD, a copy of the Conflict Minerals Report of DSP Group, Inc. (the “Company”) for the reporting period January 1, 2019 to December 31, 2019 is provided as Exhibit 1.01 to this Form SD and is publicly available in the “Governance” section of the Investor Relations page of the Company’s website at: http://ir.dspg.com/governance/highlights. The information contained on the Company’s website is not incorporated by reference into this Form SD or the Conflict Minerals Report and should not be considered to be part of this Form SD or the Conflict Minerals Report.

 

 

 

Further to the applicability examination that is described below in the Conflict Minerals Report, the products that the Company contracted to manufacture during 2019 contained a certain amount of necessary conflict minerals, which are specified as gold, columbite-tantalite (coltan), cassiterite and wolframite, including their derivatives, which are limited to tantalum, tin and tungsten, as part of the product functionality requirements. Our minerals supply chain due diligence process is conducted according to the framework set out by the Organization for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (2016) and related Supplements, as per the requirement of the Rule and industry best practices. In addition, we work with all of our relevant suppliers to collect necessary information that guides our responsible sourcing practices. We further communicate to our suppliers our commitment and expectations regarding the curtailment of human rights or labor abuses throughout our supply chain.

 

Item 1.02 Exhibit

 

A copy of the Company's Conflict Minerals Report is provided as Exhibit 1.01 to this Form SD.

 

Section 2 - Exhibits

 

Item 2.01 Exhibits

 

Exhibit 1.01 - Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form SD.

 

2

 

SIGNATURE

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.

 

 

 

   

DSP GROUP, INC.

     

Date: May 29, 2020

   
 

By:

/s/ Dror Levy

   

Dror Levy

Chief Financial Officer and Secretary

 

3
ex_188218.htm

Exhibit 1.01

 

 

DSP Group, Inc.

 

Conflict Minerals Report

 

For The Year Ended December 31, 2019

 

 

Overview

 

This report has been prepared by DSP Group, Inc. (the “Company,” “DSP Group,” “we” or “us”) pursuant to Rule 13p-1 (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended. As permitted by the Rule, this report has not been subject to an independent private sector audit. DSP Group’s Conflict Minerals Program and processes are aimed at enabling safe and responsible sourcing so as to enhance the observance of human and labor rights without eliminating sourcing from the Democratic Republic of Congo (“DRC”) and the adjoining countries which are Angola, Burundi, Central African Republic, Republic of Congo, Rwanda, the Republic of South Sudan, Tanzania, Uganda and Zambia (collectively, the “Covered Countries”). Our Conflict Minerals Program and commitment towards responsible sourcing are communicated and implemented throughout our supply chain through our Conflict Minerals Policy, which is publicly available in the “Governance” section of the Investor Relations page of the Company’s website at: http://ir.dspg.com/governance/highlights, as well as through our Labor & Human Rights Policy, which is publicly available in the “Governance” section of the Investor Relations page of the Company’s website at: http://ir.dspg.com/governance/highlights. In addition to engaging in communication with our suppliers and relevant stakeholders regarding our expectations for responsible sourcing, we conduct relevant due diligence on the chain of custody of the relevant conflict minerals, which are specified as gold, columbite-tantalite (coltan), cassiterite and wolframite, including their derivatives, which are limited to tantalum, tin and tungsten (collectively, the “Conflict Minerals” or “3TG”) in our supply chain according to the Organization for Economic Co-operation and Development (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (2016) and related Supplements (the “OECD Due Diligence Guidance”), as well as verification of declarations received from our suppliers based on third part audit body (the “Third Party Audit”) sources, such as the Responsible Minerals Initiative (“RMI”) and the London Bullion Market Association (“LBMA”).

 

As per our Conflicts Minerals supply chain due diligence efforts for 2019, all of the smelters or refiners (“SoRs”) reported by our direct suppliers received a “conflict-free” designation under the RMI’s Responsible Minerals Assurance Program (RMAP), and have undergone a Third Party Audit whereby the “conflict-free” designation of the SoRs are verified against the list of facilities that received a "conflict-free" designation from the RMI's RMAP.

 

1

 

Applicability of the Conflict Minerals Rule to the Company and Our Products

 

The Rule requires disclosure of certain information in a Form SD and Conflict Minerals Report when a company manufactures or contracts to manufacture products for which Conflicts Minerals are necessary to the functionality or production of those products. As per the Rule, if a company has a reason to believe that the necessary minerals originated from the DRC or the Covered Countries, it should perform due diligence on its supply chain to determine, with the closest degree of accuracy, the origin or likely origin of the necessary Conflict Minerals – also known as a reasonable country of origin (the “RCOI”) inquiry. The RCOI inquiry is conducted in order to determine if any of the necessary Conflict Minerals supplied to the company originated or potentially originated in facilities located in the DRC or the Covered Countries, and if the supply of those minerals directly or indirectly fund or benefit the armed conflict on-going in that region.

 

The Company is a fabless semiconductor company offering advanced chipset solutions for a variety of voice, audio, video and data applications. The Company is a worldwide leader in the short-range wireless communication market, enabling home and business networking convergence for voice, audio, video and data. The Company sells its products through distributors and directly to OEMs and ODMs, which incorporate its products into consumer products for the worldwide residential and wireless communications markets, and enterprise products for the worldwide office communications market.

 

The performance and functionality requirements imposed by the Company’s products, which were contracted to be manufactured in 2019, (collectively, the “Subject Products”) require the use of advanced or sensitive materials that include a certain amount of the necessary Conflict Minerals.

 

Supply Chain Overview

 

The Company conducted an analysis of whether the Conflict Minerals are necessary to the functionality or production of the Subject Products and found that a certain amount of 3TG is necessary to the functionality or production of the Subject Products. However, the Company is a fabless company and does not manufacture any products. In addition, the Company is a downstream company, i.e. the Company or its suppliers purchase 3TG-related materials after processing by SoRs. Therefore, it does not purchase any 3TG for the components within the Subject Products directly from SoRs. Rather, the Company contracts with various semiconductor manufacturers to manufacture its products, and they acquire the components necessary for the manufacture of the Subject Products from suppliers. The Company must therefore rely on its direct suppliers and manufacturers to provide information regarding the origins or likely origins of the necessary 3TG used in the Company’s Subject Products. The Company has, and maintains, a transparent relationship with its direct suppliers regarding responsible sourcing expectations; however, these suppliers are generally multiple tiers removed from the 3TG mines themselves. Therefore, the Company relies on its direct suppliers to work with their upstream suppliers so that they may provide the Company with accurate information, which is verified based on records of audited SoRs issued by Third Party Audit bodies, such as the RMI, regarding the origins or likely origins of the 3TG in the Subject Products. The Company requires its direct suppliers to provide it with the necessary 3TG information as part of its annual supply chain due diligence process according to the Company's Conflict Minerals Policy, and other relevant responsible sourcing policies such as its Labor & Human Rights Policy.

 

2

 

Reasonable Country of Origin Inquiry

 

Our RCOI efforts are an integral part of the Company’s minerals supply chain due diligence process. The purpose of this phase is to determine whether the Conflict Minerals that are necessary to the functionality or production of our Subject Products originate or likely originate in the DRC or Covered Countries and whether it is possible to assign them a "conflict-free" designation as per Third Party Audit bodies such as the RMI’s RMAP for SoRs of Conflict Minerals and the LBMA. The Company identified the relevant direct suppliers for the RCOI process based on a list that was prepared by the Company’s production planning group. An additional review of the list of relevant direct suppliers was performed by the engineering and purchasing departments along with the Company’s Corporate Vice President of Operations. The total number of relevant suppliers was ten, which was then segmented into the following categories according to the type of material each supplier provides: Fab (three suppliers), Assembly and Bumping (five suppliers), Modules (one supplier), and Other (one supplier). The ten suppliers on the list were examined by the engineering and purchasing teams to determine if they provide components that contain Conflict Minerals. In the examination process, it was discovered that one of the suppliers does not provide the Company with the necessary Conflict Minerals, and the said supplier provided to us a “3TG Free” declaration according to the RMI’s Conflict Minerals Reporting Template, version 5.12 (“CMRT”). The result of the investigation was that the other nine suppliers provided components that contain, to some extent, Conflict Minerals that were necessary to the functionality or production of the Company’s Subject Products in 2019. Based on the surveys collected from our direct suppliers, the Company stipulates that it has 251 SoR in its mineral supply chain for the sourcing of the necessary Conflict Minerals. A list of the SoRs reported by our direct suppliers for 2019 is indicated in Annex I of this report.

 

The Company contacted all nine direct suppliers which are deemed in-scope vendors for its Conflict Minerals due diligence purposes (collectively, the “Surveyed Suppliers”).

 

The Company requested that all Surveyed Suppliers provide information regarding the origins or likely origins of the 3TG and identified SoRs using the RMI’s CMRT. The Company believes that requesting the Surveyed Suppliers to complete the latest version of the CMRT represents its reasonable and best efforts to determine the mines and/or locations of origin of the necessary 3TG in its supply chain. As part of the Company’s annual meeting with its suppliers, it reviews their Conflict Minerals and responsible sourcing materials and policy, and endeavors to educate them on best practices for conducting a supply chain inquiry based on our expectations and the OECD Due Diligence Guidance. In addition, we expect all of our direct suppliers to uphold the highest respect for human rights and labor practices in their business and with their stakeholders, as stipulated in our Labor & Human Rights Policy.

 

3

 

The Company’s supplier engagement process included solicitation of survey responses from all Surveyed Suppliers and an assessment of such suppliers’ responses, including the identification of inconsistent, incomplete or inaccurate responses. The Company received completed CMRTs from all Surveyed Suppliers and the response rate from Surveyed Suppliers was 100%. In addition, we performed supplier follow-up, including an analysis of their submission compared to our expectations for responsible sourcing. We also compared suppliers’ responses against the list of facilities that received a "conflict-free" designation from the RMI's RMAP for SoRs and the documented Country of Origin information for the SoRs reported therein. In 2019, all of the 251 SoRs reported within our supply chain have received a “conflict-free” designation under RMI’s RMAPs.

 

According to the findings of the RCOI and conclusion of our RCOI efforts, the Company conducted supply chain due diligence, the findings of which are detailed in this Conflict Minerals Report. The boundaries and extent of the RCOI inquiry are established in the due diligence management systems, and the efforts to determine the RCOI of the necessary Conflict Minerals is implemented in unison with the due diligence steps. Therefore, there is overlap between RCOI efforts and the due diligence measures employed.

 

Design of Due Diligence

 

The Company’s due diligence measures have been designed to conform, in all material respects, with the due diligence framework presented by the OECD in the publication OECD (2016) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas: Third Edition, OECD Publishing and the related supplements for 3TG (collectively, the “OECD Due Diligence Guidance”). In accordance with the OECD Due Diligence Guidance, DSP Group believes that it constitutes a "downstream" company as DSP Group is a fabless company and its direct suppliers purchase 3TG-related materials following initial processing by SoRs.

 

Due Diligence Performed

 

Pursuant to the Rule, the Company performed due diligence on the source and origins of the 3TG in the Subject Products.

 

The due diligence measures the Company performed are presented below in accordance with the five-step framework established by the OECD.

 

4

 

Step 1. Establish Strong Company Management Systems

 

Conflict Minerals Policy

 

The Company has adopted a Conflict Minerals Policy related to responsible sourcing of Conflict Minerals. The Company believes that its commitment to integrity and citizenship extends to its worldwide supply base. As part of the Company’s Code of Business Conduct and Ethics, the Company is committed to sourcing its products responsibly, and it expects its direct suppliers to source minerals from responsible SoRs that have been verified as “conflict-free” by a Third Party Audit body. The Company communicates its supplier expectations, policy and due diligence efforts to its suppliers, employees and other relevant stakeholders. The Company bases its supply chain due diligence efforts on the work of independent Third Party Audit bodies, such as the RMI’s RMAP audit program, to improve the traceability of minerals and to ensure responsible sourcing. As mentioned in our Policy, while working with the Surveyed Suppliers, and when the Company deems it necessary, we may ask relevant direct suppliers to provide reasonable proof of the due diligence performed in order to support the country of origin certification or likely country of origin certification and any other information regarding the reported SoRs.

 

The Company’s Conflict Minerals Policy is publicly available in the “Governance” section of the Investor Relations page of the Company’s website at: http://ir.dspg.com/governance/highlights. The Company endeavors to regularly communicate the substance and relevant amendments to the Conflict Minerals Policy to relevant direct suppliers, including the Surveyed Suppliers, employees and other stakeholders.

 

Internal Team

 

The Company has put management systems in place to support the supply chain due diligence related to the necessary 3TG to implement its responsible sourcing practices, as well as to assist in the completion of the RCOI inquiry, as required under the Rule. The Company’s management systems include an executive steering committee sponsored by a senior responsible executive and a team of subject matter experts from functions such as supplier management, engineering, finance and legal. The team of subject matter experts is responsible for implementing the Company’s Conflict Minerals compliance strategy and is led by the Corporate Vice President of Operations.

 

Control Systems

 

Controls include the Company-wide Code of Business Conduct and Ethics that outlines expected behaviors from all of the Company’s stakeholders across a number of subject areas, including regarding how the Company manages its relationships and expectations of direct suppliers, as well as its commitment to responsible sourcing.

 

In addition, the Company has adopted the RMI's reporting template, i.e. the CMRT, which compares the list of SoRs against the status assigned by Third Party Audit bodies such as the RMI, as well as the utilization of a systematic risk management tool to catalogue, track and flag Surveyed Suppliers’ responses to the supply chain survey.

 

Maintain Records

 

The Company has adopted a process to maintain relevant business records pertaining to the necessary 3TG due diligence process, including retention of records of the Company’s due diligence processes, findings and resulting decisions for a period of at least five years.

 

5

 

Supplier Engagement

 

The Company’s supplier engagement team conducts meetings to discuss best practices with its Surveyed Suppliers. The Company also requires its Surveyed Suppliers to provide it with the necessary 3TG information in a timely manner. The Company holds annual meetings with suppliers, during which it reviews their Conflict Minerals materials, including their policies and CMRT declarations, and endeavors to educate them on best practices for conducting a supply chain inquiry, thereby helping to facilitate capacity building and partnerships with these suppliers.

 

In addition, the Company annually distributes supplier communication letters that explain the Company’s expectations of its suppliers regarding provision of information on responsible sourcing and chain of custody of the necessary Conflict Minerals, including definitions and links to relevant materials in order to support suppliers in their due diligence efforts.

 

Grievance Mechanism

 

The Company has processes in place to listen to and act on concerns expressed by employees, suppliers and other stakeholders regarding possible improper or unethical business practices or violations of the Company’s stated policies. The Company’s Conflict Minerals Policy includes a grievance and reporting mechanism to enable concerns and violations of the stated policy to be reported to the Chairman of Company’s Board of Directors or the Company’s Chief Financial Officer.

 

Step 2. Identify and Assess Risks in the Supply Chain

 

The Company identified nine Surveyed Suppliers whose products contain necessary 3TG.

 

The Company conducted a supply chain survey using the RMI’s CMRT (version 5.12). The Company reviewed all of the Surveyed Suppliers’ responses and compared them against common criteria such as completeness, accuracy and consistency to determine whether further engagement was necessary. Some responses included incomplete responses as well as inconsistencies and inaccuracies within the data reported by those Surveyed Suppliers. In such cases, the Company worked directly with the Surveyed Suppliers in an effort to secure revised responses or a corrective action plan and a timeframe for implementation. The Company performed a comparison of the SoRs identified in the supply chain survey against the list of facilities that received a "conflict-free" designation from the RMI’s RMAP. Through this process, the Company identified, to the best of its efforts, the SoRs in its supply chain and the country of origin, or likely country of origin, information for the SoRs identified by its Surveyed Suppliers in the supply chain survey.

 

Part of the Company’s findings were that all of the Surveyed Suppliers have adopted a conflict minerals policy and have implemented due diligence measures for conflict-free sourcing.

 

6

 

Step 3. Design and Implement a Strategy to Respond to Identified Risks

 

Due diligence within the Company is an on-going process and the Company continuously works to improve its due diligence processes with respect to 3TG and minerals originating, or likely originating, in conflict-affected areas. Below is a non-exhaustive list of implementation steps:

 

 

The Company maintains a risk management plan to respond to identified risks. As part of the plan, and in order to ensure responsible sourcing throughout its supply chain, we require our suppliers to identify all SoRs in their supply chain by name, provide RMI-approved company identification numbers for the SoRs, and to provide a CMRT containing their responses.

 

 

The Company engages in regular and ongoing risk assessment activities, largely relying on direct suppliers’ annual data submissions, as well as, where appropriate, targeted follow-up activities, such as (i) contacting direct suppliers whose responses were identified as incomplete, inconsistent or inaccurate, (ii) escalating non-responsive direct suppliers to higher level executives within the Company, (iii) comparing SoRs identified by the supply chain survey against the list of facilities that have received a “conflict-free” designation as per the RMI's RMAP list of conformant and active SoRs, and (iv) should a SoR not receive a “conflict-free” designation as per the RMI, the Company would request that the relevant supplier provide a risk mitigation plan.

 

 

Should the Company find uncertified SoRs in its suppliers’ responses, it will follow up with the supplier and ask for further clarifications or corrective action plans.

 

 

The Company has established procedures for employees, stockholders, direct suppliers, and customers to communicate concerns about the Company’s responsible sourcing policies.

 

 

Senior management is briefed on the Company’s supply due diligence efforts. Senior management includes, among others: CEO, CFO and Corporate VP of Operations.

 

Starting in 2018, the Company also began surveying relevant suppliers that provide us with other minerals from conflict-affected and high-risk regions, such as cobalt. As of the publication of this report, we are still working to improve our responsible cobalt sourcing efforts by collecting from our relevant suppliers the voluntary Cobalt Reporting Template (“CRT”) that reports on likely Cobalt SoRs and their status of validation with the RMI and other Third Party Audit bodies.

 

Step 4. Carry Out Independent Third-Party Audit of Smelter/Refiner’s Due Diligence Practices

 

The Company does not directly manufacture any products and is a downstream consumer of the necessary 3TG. The Company does not directly purchase 3TG from SoRs or mineral mines and is many steps removed from SoRs that provide the necessary 3TG. The Company’s due diligence efforts rely on information from independent Third Party Audit bodies and cross-industry initiatives such as those led by the RMI, including the RMAP audit program, and the LBMA to perform validation checks of its SoRs list in terms of their “conflict-free” designation.

 

7

 

Step 5. Report Annually on Supply Chain Due Diligence

 

This Conflict Minerals Report constitutes the Company’s annual report on its Conflicts Minerals due diligence, and is made publicly available in the governance section of the Investor Relations page of the Company’s website at: http://ir.dspg.com/governance/highlights. The report is also filed with the U.S. Securities and Exchange Commission, as per the stipulations of the Rule.

 

Results of Assessment

 

The Company surveyed all of its direct suppliers that provide products or product components that are necessary to the production or functionality of our Subject Products, (i.e. the Surveyed Suppliers). One of the suppliers declared that it did not provide the Company with necessary Conflict Minerals, (i.e. submitted a “3TG Free” declaration in the RMI’s CMRT). The survey response rate among the other nine Surveyed Suppliers was 100%.

 

Based on information from the Surveyed Suppliers pursuant to the due diligence inquiry, below are the countries of origin or likely countries of origin of the necessary 3TG used in the Subject Products in 2019:

 

GOLD

TIN

TANTALUM

TUNGSTEN

ANDORRA

BELGIUM

BRAZIL

AUSTRIA

AUSTRALIA

BOLIVIA (PLURINATIONAL STATE OF)

CHINA

BRAZIL

AUSTRIA

BRAZIL

GERMANY

CHINA

BELGIUM

CHINA

INDIA

GERMANY

BRAZIL

INDONESIA

JAPAN

JAPAN

CANADA

JAPAN

KAZAKHSTAN

KOREA, REPUBLIC OF

CHILE

MALAYSIA

MACEDONIA, THE FORMER YUGOSLAV REPUBLIC OF

PHILIPPINES

CHINA

PERU

MEXICO

RUSSIAN FEDERATION

FRANCE

PHILIPPINES

RUSSIAN FEDERATION

UNITED STATES OF AMERICA

GERMANY

POLAND

THAILAND

VIET NAM

INDIA

SPAIN

UNITED STATES OF AMERICA

 

INDONESIA

TAIWAN, PROVINCE OF CHINA

 

 

ITALY

THAILAND

 

 

JAPAN

UNITED STATES OF AMERICA

 

 

KAZAKHSTAN

VIET NAM

 

 

 

8

 

KOREA, REPUBLIC OF

 

 

 

KYRGYZSTAN

 

 

 

MEXICO

 

 

 

NETHERLANDS

 

 

 

PHILIPPINES

 

 

 

POLAND

 

 

 

RUSSIAN FEDERATION

 

 

 

SINGAPORE

 

 

 

SOUTH AFRICA

 

 

 

SPAIN

 

 

 

SWEDEN

 

 

 

SWITZERLAND

 

 

 

TAIWAN, PROVINCE OF CHINA

 

 

 

THAILAND

 

 

 

TURKEY

 

 

 

UNITED ARAB EMIRATES

 

 

 

UNITED STATES OF AMERICA

 

 

 

UZBEKISTAN

 

 

 

 

 

In addition, the list of SoRs identified by the Surveyed Suppliers as part of the Company’s due diligence process can be found in the attached Annex I.

 

The Company does not gather information from the Surveyed Suppliers on a continuous, real-time basis. Therefore, the Company can only provide reasonable, not absolute, assurance regarding the source and chain of custody of the necessary Conflict Minerals used in the Subject Products in 2019, since the information comes from its direct suppliers who in turn collect it from their suppliers, and independent Third Party Audit programs.

 

Further Risk Mitigation Efforts

 

The Company will continue to communicate its expectations on responsible minerals sourcing and information on relevant requirements to its direct suppliers. The Company will also continue to monitor changes in circumstances that may impact future determinations regarding the sourcing of 3TG from DRC and the Covered Countries, as per the specifications of the Rule, in its supply chain. The Company will continue to make inquiries with its direct suppliers and undertake additional risk assessments when potentially relevant changes in facts or circumstances are identified. The Company expects its direct suppliers to adopt similar measures with their suppliers to ensure alignment throughout the supply chain on responsible sourcing practices.

 

9

 

Subject to the Rule, the Company intends or considers taking the following steps to improve its due diligence efforts:

 

 

Continue to require direct suppliers to provide the Company with the necessary 3TG information.

 

 

In the event that any of the Company’s direct suppliers are found to provide the Company with Subject Products containing 3TG from sources that are not in compliance with independent Third Party Audit programs, the Company will continue to follow up with them asking for further clarification or corrective action plans.

 

 

Continue to implement the Company's Conflict Minerals Policy, and related policies, such as the Code of Conduct and the Labor & Human Rights Policy, to the best of the Company’s abilities, namely through communicating the Company’s relevant expectations in a clear and consistent manner to relevant suppliers and other stakeholders.

 

 

Continue to implement policies and management systems to support compliance with the Rule, to ascertain, to a degree reasonable, that none of the 3TG minerals purchased by the Company fund or benefit, directly or indirectly, the on-going conflict in the DRC and the Covered Countries.

 

The Company has provided relevant information as of the date of this report. Subsequent events, such as the inability or unwillingness of any direct suppliers or SoRs to comply with the Company’s policy and inquiries, may affect the Company’s future determinations under the Rule.

 

10

 

Caution Concerning Forward-Looking Statements

 

Certain statements in this report may be “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements concerning the additional steps that the Company intends to take to mitigate the risk that the 3TG used in the Subject Products finance or benefit on-going conflict in the DRC and the Covered Countries. Words such as “intends,” “expects,” “plans,” “believes,” “estimates,” “anticipates,” and similar expressions are used to identify these forward-looking statements. Other examples of forward-looking statements include statements relating to our future plans, and any other statement that does not directly relate to any historical or current fact. Forward-looking statements are based on our current expectations and assumptions, which may not prove to be accurate. These statements are not guarantees and are subject to risks, uncertainties and changes in circumstances that are difficult to predict, including, without limitation, (1) the continued implementation of satisfactory traceability and other compliance measures by our direct and indirect suppliers on a timely basis, if at all, (2) the accuracy and reliability of the information the Company receives, and (3) political, legal and regulatory developments in DRC and the Covered Countries. Actual outcomes and results may differ materially from these forward-looking statements. As a result, these statements speak only as of the date they are made and we undertake no obligation to update or revise any forward-looking statement, except as required by federal securities laws.

 

11

 

Annex I

 

The following smelters or refiners were reported by our direct suppliers as being in their 3TG supply chains for the products or product components supplied to us in 2019:

 

Metal

Smelter or Refiner Name

Smelter or Refiner Country

Gold

8853 S.p.A.

ITALY

Gold

Advanced Chemical Company

UNITED STATES OF AMERICA

Gold

Aida Chemical Industries Co., Ltd.

JAPAN

Gold

Allgemeine Gold-und Silberscheideanstalt A.G.

GERMANY

Gold

Almalyk Mining and Metallurgical Complex (AMMC)

UZBEKISTAN

Gold

AngloGold Ashanti Corrego do Sitio Mineracao

BRAZIL

Gold

Argor-Heraeus S.A.

SWITZERLAND

Gold

Asahi Pretec Corp.

JAPAN

Gold

Asahi Refining Canada Ltd.

CANADA

Gold

Asahi Refining USA Inc.

UNITED STATES OF AMERICA

Gold

Asaka Riken Co., Ltd.

JAPAN

Gold

AU Traders and Refiners

SOUTH AFRICA

Gold

Aurubis AG

GERMANY

Gold

Bangalore Refinery

INDIA

Gold

Bangko Sentral ng Pilipinas (Central Bank of the Philippines)

PHILIPPINES

Gold

Boliden AB

SWEDEN

Gold

C. Hafner GmbH + Co. KG

GERMANY

Gold

CCR Refinery - Glencore Canada Corporation

CANADA

Gold

Cendres + Metaux S.A.

SWITZERLAND

Gold

Chimet S.p.A.

ITALY

Gold

DODUCO Contacts and Refining GmbH

GERMANY

Gold

Dowa

JAPAN

Gold

DS PRETECH Co., Ltd.

KOREA, REPUBLIC OF

Gold

DSC (Do Sung Corporation)

KOREA, REPUBLIC OF

Gold

Eco-System Recycling Co., Ltd.

JAPAN

Gold

Emirates Gold DMCC

UNITED ARAB EMIRATES

Gold

Geib Refining Corporation

UNITED STATES OF AMERICA

Gold

Gold Refinery of Zijin Mining Group Co., Ltd.

CHINA

Gold

HeeSung Metal Ltd.

KOREA, REPUBLIC OF

Gold

Heimerle + Meule GmbH

GERMANY

Gold

Heraeus Metals Hong Kong Ltd.

CHINA

Gold

Heraeus Precious Metals GmbH & Co. KG

GERMANY

Gold

Inner Mongolia Qiankun Gold and Silver Refinery Share Co., Ltd.

CHINA

 

12

 

Gold

Ishifuku Metal Industry Co., Ltd.

JAPAN

Gold

Istanbul Gold Refinery

TURKEY

Gold

Italpreziosi

ITALY

Gold

Japan Mint

JAPAN

Gold

Jiangxi Copper Co., Ltd.

CHINA

Gold

JSC Uralelectromed

RUSSIAN FEDERATION

Gold

JX Nippon Mining & Metals Co., Ltd.

JAPAN

Gold

Kazzinc

KAZAKHSTAN

Gold

Kennecott Utah Copper LLC

UNITED STATES OF AMERICA

Gold

KGHM Polska Miedz Spolka Akcyjna

POLAND

Gold

Kojima Chemicals Co., Ltd.

JAPAN

Gold

Korea Zinc Co., Ltd.

KOREA, REPUBLIC OF

Gold

Kyrgyzaltyn JSC

KYRGYZSTAN

Gold

L'Orfebre S.A.

ANDORRA

Gold

LS-NIKKO Copper Inc.

KOREA, REPUBLIC OF

Gold

Marsam Metals

BRAZIL

Gold

Materion

UNITED STATES OF AMERICA

Gold

Matsuda Sangyo Co., Ltd.

JAPAN

Gold

Metalor Technologies (Hong Kong) Ltd.

CHINA

Gold

Metalor Technologies (Singapore) Pte., Ltd.

SINGAPORE

Gold

Metalor Technologies (Suzhou) Ltd.

CHINA

Gold

Metalor Technologies S.A.

SWITZERLAND

Gold

Metalor USA Refining Corporation

UNITED STATES OF AMERICA

Gold

Metalurgica Met-Mex Penoles S.A. De C.V.

MEXICO

Gold

Mitsubishi Materials Corporation

JAPAN

Gold

Mitsui Mining and Smelting Co., Ltd.

JAPAN

Gold

MMTC-PAMP India Pvt., Ltd.

INDIA

Gold

Moscow Special Alloys Processing Plant

RUSSIAN FEDERATION

Gold

Nadir Metal Rafineri San. Ve Tic. A.S.

TURKEY

Gold

Nihon Material Co., Ltd.

JAPAN

Gold

Ogussa Osterreichische Gold- und Silber-Scheideanstalt GmbH

AUSTRIA

Gold

Ohura Precious Metal Industry Co., Ltd.

JAPAN

Gold

OJSC "The Gulidov Krasnoyarsk Non-Ferrous Metals Plant" (OJSC Krastsvetmet)

RUSSIAN FEDERATION

Gold

OJSC Novosibirsk Refinery

RUSSIAN FEDERATION

Gold

PAMP S.A.

SWITZERLAND

Gold

Planta Recuperadora de Metales SpA

CHILE

Gold

Prioksky Plant of Non-Ferrous Metals

RUSSIAN FEDERATION

Gold

PT Aneka Tambang (Persero) Tbk

INDONESIA

Gold

PX Precinox S.A.

SWITZERLAND

Gold

Rand Refinery (Pty) Ltd.

SOUTH AFRICA

Gold

REMONDIS PMR B.V.

NETHERLANDS

 

13

 

Gold

Royal Canadian Mint

CANADA

Gold

SAAMP

FRANCE

Gold

Safimet S.p.A

ITALY

Gold

SAXONIA Edelmetalle GmbH

GERMANY

Gold

SEMPSA Joyeria Plateria S.A.

SPAIN

Gold

Shandong Zhaojin Gold & Silver Refinery Co., Ltd.

CHINA

Gold

Sichuan Tianze Precious Metals Co., Ltd.

CHINA

Gold

Singway Technology Co., Ltd.

TAIWAN, PROVINCE OF CHINA

Gold

SOE Shyolkovsky Factory of Secondary Precious Metals

RUSSIAN FEDERATION

Gold

Solar Applied Materials Technology Corp.

TAIWAN, PROVINCE OF CHINA

Gold

Sumitomo Metal Mining Co., Ltd.

JAPAN

Gold

SungEel HiMetal Co., Ltd.

KOREA, REPUBLIC OF

Gold

T.C.A S.p.A

ITALY

Gold

Tanaka Kikinzoku Kogyo K.K.

JAPAN

Gold

The Refinery of Shandong Gold Mining Co., Ltd.

CHINA

Gold

Tokuriki Honten Co., Ltd.

JAPAN

Gold

Torecom

KOREA, REPUBLIC OF

Gold

Umicore Brasil Ltda.

BRAZIL

Gold

Umicore Precious Metals Thailand

THAILAND

Gold

Umicore S.A. Business Unit Precious Metals Refining

BELGIUM

Gold

United Precious Metal Refining, Inc.

UNITED STATES OF AMERICA

Gold

Valcambi S.A.

SWITZERLAND

Gold

Western Australian Mint (T/a The Perth Mint)

AUSTRALIA

Gold

WIELAND Edelmetalle GmbH

GERMANY

Gold

Yamakin Co., Ltd.

JAPAN

Gold

Yokohama Metal Co., Ltd.

JAPAN

Gold

Zhongyuan Gold Smelter of Zhongjin Gold Corporation

CHINA

Tantalum

Asaka Riken Co., Ltd.

JAPAN

Tantalum

Changsha South Tantalum Niobium Co., Ltd.

CHINA

Tantalum

D Block Metals, LLC

UNITED STATES OF AMERICA

Tantalum

Exotech Inc.

UNITED STATES OF AMERICA

Tantalum

F&X Electro-Materials Ltd.

CHINA

Tantalum

FIR Metals & Resource Ltd.

CHINA

Tantalum

Global Advanced Metals Aizu

JAPAN

Tantalum

Global Advanced Metals Boyertown

UNITED STATES OF AMERICA

Tantalum

Guangdong Rising Rare Metals-EO Materials Ltd.

CHINA

Tantalum

Guangdong Zhiyuan New Material Co., Ltd.

CHINA

Tantalum

H.C. Starck Co., Ltd.

THAILAND

 

14

 

Tantalum

H.C. Starck Hermsdorf GmbH

GERMANY

Tantalum

H.C. Starck Inc.

UNITED STATES OF AMERICA

Tantalum

H.C. Starck Ltd.

JAPAN

Tantalum

H.C. Starck Smelting GmbH & Co. KG

GERMANY

Tantalum

H.C. Starck Tantalum and Niobium GmbH

GERMANY

Tantalum

Hengyang King Xing Lifeng New Materials Co., Ltd.

CHINA

Tantalum

Jiangxi Dinghai Tantalum & Niobium Co., Ltd.

CHINA

Tantalum

Jiangxi Tuohong New Raw Material

CHINA

Tantalum

JiuJiang JinXin Nonferrous Metals Co., Ltd.

CHINA

Tantalum

Jiujiang Tanbre Co., Ltd.

CHINA

Tantalum

Jiujiang Zhongao Tantalum & Niobium Co., Ltd.

CHINA

Tantalum

KEMET Blue Metals

MEXICO

Tantalum

KEMET Blue Powder

UNITED STATES OF AMERICA

Tantalum

LSM Brasil S.A.

BRAZIL

Tantalum

Metallurgical Products India Pvt., Ltd.

INDIA

Tantalum

Mineracao Taboca S.A.

BRAZIL

Tantalum

Mitsui Mining and Smelting Co., Ltd.

JAPAN

Tantalum

Ningxia Orient Tantalum Industry Co., Ltd.

CHINA

Tantalum

Power Resources Ltd.

MACEDONIA, THE FORMER YUGOSLAV REPUBLIC OF

Tantalum

QuantumClean

UNITED STATES OF AMERICA

Tantalum

Resind Industria e Comercio Ltda.

BRAZIL

Tantalum

RFH Tantalum Smeltery Co., Ltd./Yanling Jincheng Tantalum & Niobium Co., Ltd.

CHINA

Tantalum

Solikamsk Magnesium Works OAO

RUSSIAN FEDERATION

Tantalum

Taki Chemical Co., Ltd.

JAPAN

Tantalum

Telex Metals

UNITED STATES OF AMERICA

Tantalum

Ulba Metallurgical Plant JSC

KAZAKHSTAN

Tantalum

XinXing HaoRong Electronic Material Co., Ltd.

CHINA

Tin

Alpha

UNITED STATES OF AMERICA

Tin

Chenzhou Yunxiang Mining and Metallurgy Co., Ltd.

CHINA

Tin

Chifeng Dajingzi Tin Industry Co., Ltd.

CHINA

Tin

China Tin Group Co., Ltd.

CHINA

Tin

Dowa

JAPAN

Tin

EM Vinto

BOLIVIA (PLURINATIONAL STATE OF)

Tin

Fenix Metals

POLAND

Tin

Gejiu Fengming Metallurgy Chemical Plant

CHINA

Tin

Gejiu Kai Meng Industry and Trade LLC

CHINA

 

15

 

Tin

Gejiu Non-Ferrous Metal Processing Co., Ltd.

CHINA

Tin

Gejiu Yunxin Nonferrous Electrolysis Co., Ltd.

CHINA

Tin

Gejiu Zili Mining And Metallurgy Co., Ltd.

CHINA

Tin

Guangdong Hanhe Non-Ferrous Metal Co., Ltd.

CHINA

Tin

Guanyang Guida Nonferrous Metal Smelting Plant

CHINA

Tin

HuiChang Hill Tin Industry Co., Ltd.

CHINA

Tin

Huichang Jinshunda Tin Co., Ltd.

CHINA

Tin

Jiangxi New Nanshan Technology Ltd.

CHINA

Tin

Magnu's Minerais Metais e Ligas Ltda.

BRAZIL

Tin

Malaysia Smelting Corporation (MSC)

MALAYSIA

Tin

Melt Metais e Ligas S.A.

BRAZIL

Tin

Metallic Resources, Inc.

UNITED STATES OF AMERICA

Tin

Metallo Belgium N.V.

BELGIUM

Tin

Metallo Spain S.L.U.

SPAIN

Tin

Mineracao Taboca S.A.

BRAZIL

Tin

Minsur

PERU

Tin

Mitsubishi Materials Corporation

JAPAN

Tin

O.M. Manufacturing (Thailand) Co., Ltd.

THAILAND

Tin

O.M. Manufacturing Philippines, Inc.

PHILIPPINES

Tin

Operaciones Metalurgicas S.A.

BOLIVIA (PLURINATIONAL STATE OF)

Tin

PT Mitra Stania Prima

INDONESIA

Tin

PT Refined Bangka Tin

INDONESIA

Tin

PT Timah Tbk Kundur

INDONESIA

Tin

PT Timah Tbk Mentok

INDONESIA

Tin

Resind Industria e Comercio Ltda.

BRAZIL

Tin

Rui Da Hung

TAIWAN, PROVINCE OF CHINA

Tin

Soft Metais Ltda.

BRAZIL

Tin

Thai Nguyen Mining and Metallurgy Co., Ltd.

VIET NAM

Tin

Thaisarco

THAILAND

Tin

Tin Technology & Refining

UNITED STATES OF AMERICA

Tin

White Solder Metalurgia e Mineracao Ltda.

BRAZIL

Tin

Yunnan Chengfeng Non-ferrous Metals Co., Ltd.

CHINA

Tin

Yunnan Tin Company Limited

CHINA

Tin

PT Rajehan Ariq

INDONESIA

Tin

CV United Smelting

INDONESIA

Tin

PT Bangka Prima Tin

INDONESIA

Tin

PT Bangka Tin Industry

INDONESIA

Tin

PT Bukit Timah

INDONESIA

 

16

 

Tin

PT Stanindo Inti Perkasa

INDONESIA

Tin

PT Tinindo Inter Nusa

INDONESIA

Tin

PT Aries Kencana Sejahtera

INDONESIA

Tin

PT Sariwiguna Binasentosa

INDONESIA

Tin

CV Venus Inti Perkasa

INDONESIA

Tin

PT Menara Cipta Mulia

INDONESIA

Tin

PT Premium Tin Indonesia

INDONESIA

Tin

PT Artha Cipta Langgeng

INDONESIA

Tin

PT Babel Inti Perkasa

INDONESIA

Tin

CV Dua Sekawan

INDONESIA

Tin

PT Belitung Industri Sejahtera

INDONESIA

Tin

PT DS Jaya Abadi

INDONESIA

Tin

PT Karimun Mining

INDONESIA

Tin

PT Prima Timah Utama

INDONESIA

Tin

PT Sumber Jaya Indah

INDONESIA

Tin

CV Ayi Jaya

INDONESIA

Tin

CV Gita Pesona

INDONESIA

Tin

PT ATD Makmur Mandiri Jaya

INDONESIA

Tin

PT Bangka Serumpun

INDONESIA

Tin

PT Inti Stania Prima

INDONESIA

Tin

PT Kijang Jaya Mandiri

INDONESIA

Tin

PT Lautan Harmonis Sejahtera

INDONESIA

Tin

PT Panca Mega Persada

INDONESIA

Tin

PT Sukses Inti Makmur

INDONESIA

Tin

PT Tommy Utama

INDONESIA

Tungsten

A.L.M.T. Corp.

JAPAN

Tungsten

ACL Metais Eireli

BRAZIL

Tungsten

Asia Tungsten Products Vietnam Ltd

VIET NAM

Tungsten

Chenzhou Diamond Tungsten Products Co., Ltd.

CHINA

Tungsten

Chongyi Zhangyuan Tungsten Co., Ltd.

CHINA

Tungsten

Fujian Jinxin Tungsten Co., Ltd.

CHINA

Tungsten

Ganzhou Haichuang Tungsten Co., Ltd.

CHINA

Tungsten

Ganzhou Huaxing Tungsten Products Co., Ltd.

CHINA

Tungsten

Ganzhou Jiangwu Ferrotungsten Co., Ltd.

CHINA

Tungsten

Ganzhou Seadragon W & Mo Co., Ltd.

CHINA

Tungsten

Global Tungsten & Powders Corp.

UNITED STATES OF AMERICA

Tungsten

Guangdong Xianglu Tungsten Co., Ltd.

CHINA

Tungsten

H.C. Starck Smelting GmbH & Co. KG

GERMANY

Tungsten

H.C. Starck Tungsten GmbH

GERMANY

Tungsten

Hunan Chenzhou Mining Co., Ltd.

CHINA

Tungsten

Hunan Chuangda Vanadium Tungsten Co., Ltd. Wuji

CHINA

 

17

 

Tungsten

Hunan Chunchang Nonferrous Metals Co., Ltd.

CHINA

Tungsten

Hydrometallurg, JSC

RUSSIAN FEDERATION

Tungsten

Japan New Metals Co., Ltd.

JAPAN

Tungsten

Jiangwu H.C. Starck Tungsten Products Co., Ltd.

CHINA

Tungsten

Jiangxi Gan Bei Tungsten Co., Ltd.

CHINA

Tungsten

Jiangxi Tonggu Non-ferrous Metallurgical & Chemical Co., Ltd.

CHINA

Tungsten

Jiangxi Xinsheng Tungsten Industry Co., Ltd.

CHINA

Tungsten

Jiangxi Yaosheng Tungsten Co., Ltd.

CHINA

Tungsten

Kennametal Fallon

UNITED STATES OF AMERICA

Tungsten

Kennametal Huntsville

UNITED STATES OF AMERICA

Tungsten

KGETS Co., Ltd.

KOREA, REPUBLIC OF

Tungsten

Malipo Haiyu Tungsten Co., Ltd.

CHINA

Tungsten

Masan Tungsten Chemical LLC (MTC)

VIET NAM

Tungsten

Moliren Ltd.

RUSSIAN FEDERATION

Tungsten

Niagara Refining LLC

UNITED STATES OF AMERICA

Tungsten

Philippine Chuangxin Industrial Co., Inc.

PHILIPPINES

Tungsten

Tejing (Vietnam) Tungsten Co., Ltd.

VIET NAM

Tungsten

Unecha Refractory metals plant

RUSSIAN FEDERATION

Tungsten

Wolfram Bergbau und Hutten AG

AUSTRIA

Tungsten

Woltech Korea Co., Ltd.

KOREA, REPUBLIC OF

Tungsten

Xiamen Tungsten (H.C.) Co., Ltd.

CHINA

Tungsten

Xiamen Tungsten Co., Ltd.

CHINA

Tungsten

Xinfeng Huarui Tungsten & Molybdenum New Material Co., Ltd.

CHINA

Tungsten

Xinhai Rendan Shaoguan Tungsten Co., Ltd.

CHINA

 

18