UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

______________

 

FORM SD

 

Specialized Disclosure Report

 

______________

 

Applied Optoelectronics, Inc.

(Exact name of Registrant as specified in its charter)

 

Delaware   001-36083   76-0533927
(State or Other Jurisdiction of Incorporation or Organization)   (Commission File Number)   (I.R.S. Employer Identification No.)

 

 

13139 Jess Pirtle Blvd.

Sugar Land, TX 77478

(Address of principal executive offices and zip code)

 

 

David C. Kuo, Senior Vice President and Chief Legal Officer

(281) 295-1800

(Name and telephone number, including area code of the person to contact in connection with this Report)

 

 

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:

 

üRule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2023.

 

 

 

 

 

 

 

   

 

 

SECTION 1 – CONFLICT MINERALS DISCLOSURE

 

Items 1.01. Conflict Minerals Disclosure and Report

 

Applied Optoelectronics, Inc. (the “Company”) is filing this Form SD for the reporting period from January 1, 2023 to December 31, 2023, pursuant to Rule 13p-1 under the Securities Exchange Act of 1934. This Form SD and the Conflict Minerals Report are publicly available on the Company’s website at https://ao-inc.com/legal/.

 

Item 1.02.Exhibit

 

The Company is filing its Conflict Minerals Report as Exhibit 1.01 to this Form SD.

 

SECTION 2 – EXHIBITS

 

Item 2.01.Exhibits

 

Exhibit 1.01Applied Optoelectronics, Inc.’s Conflict Minerals Report for the reporting period from January 1, 2023 to December 31, 2023.

 

 

SIGNATURES

 

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

 

 

Date:  May 23, 2024 APPLIED OPTOELECTRONICS, INC.  
       
       
  By: /s/  David C. Kuo  
  Name: David C. Kuo  
  Title: Senior Vice President and Chief Legal Officer  

 

 

 

 

 

 

 

 

 

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Exhibit 1.01

 

 

Applied Optoelectronics, Inc.

Conflict Minerals Report

For The Year Ended December 31, 2023

 

This report for the year ended December 31, 2023 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Rule”). The Rule was adopted by the Securities and Exchange Commission (“SEC”) to implement reporting and disclosure requirements related to conflict minerals as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The Rule imposes certain reporting obligations on SEC registrants whose manufactured products contain Conflict Minerals which are necessary to the functionality or production of their products. Conflict Minerals are defined as cassiterite, columbite-tantalite, gold, wolframite, and their derivatives, which under current guidance are limited to tin, tantalum, and tungsten (“3Ts”). These requirements apply to registrants whatever

the geographic origin of the Conflict Minerals and whether or not they fund armed conflict.

 

1.Company Overview

 

This report has been prepared by the management of Applied Optoelectronics, Inc. (herein referred to as “AOI,” the “Company,” “we,” “us,” or “our”). The information includes the activities of all majority-owned subsidiaries.

 

AOI is a leading, vertically integrated provider of fiber-optic networking products, primarily for four networking end-markets: internet data center, cable television, or CATV, and fiber-to-the-home, or FTTH, and telecom. We design and manufacture a range of optical communications products at varying levels of integration, from components, subassemblies and modules to complete turn-key equipment. Conflict Minerals are necessary to the functionality or production of semiconductor and module products.

 

In designing products for our customers, we begin with the fundamental building blocks of lasers and laser components, which require the use of metals, including the 3Ts and gold (“3TG”). From these foundational products, we design and manufacture a wide range of products to meet our customers’ needs and specifications, and such products differ from each other by their end market, intended use and level of integration. We are primarily focused on the higher-performance segments within all four of our target markets, which increasingly demand faster connectivity and innovation. Therefore, the majority of our semiconductor and module products, as well as components that are part of those products, require the use of Conflict Minerals.

 

2.Supply Chain

 

The supply chain for 3TG consists of many supplier chain tiers. Before reaching AOI’s direct suppliers, 3TG will go from mines, to traders, exporters, smelters or refiners (referred to collectively as smelters), alloy producers and component manufacturers, and sometimes intermediate suppliers. Since one or more of the 3TG metals are contained in the majority of AOI’s products, a significant portion of AOI’s suppliers also use these metals in their products. AOI sources products and components from approximately 1184 first tier suppliers globally. First tier suppliers are those suppliers that AOI selected and with whom we have a direct business relationship. These first tier suppliers select their suppliers (second tier suppliers), which in turn have their own group of suppliers (third tier), and so on. AOI works with and through its first tier suppliers to investigate the deeper levels of our supply chain, in order to determine the origin of 3TG metals contained in AOI products.

 

Because of our size, the complexity of our products, and the depth, breadth, and constant evolution of our supply chain, it is difficult to identify actors upstream from our direct suppliers. Accordingly, we participate in a number of industry-wide initiatives as described below.

 

 

 

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3.Conflict Minerals Policy

 

AOI is committed to working with our global supply chain to ensure compliance with the SEC’s conflict minerals rules. We have established a conflict minerals compliance program that is designed to follow the framework established by the Organization for Economic Co-operation and Development (“OECD”).

 

Pursuant to our conflict minerals compliance program, our supplier contracts include conflict mineral due diligence and reporting requirements. Any direct sourcing by AOI of tin, tungsten, tantalum and gold is sourced with the goal that it only be from Democratic Republic of Congo Conflict-Free sources, as defined in the SEC’s conflict minerals rule. As we become aware of instances where minerals in our supply chain potentially finance armed groups, as defined in the SEC’s conflict minerals rule, we work with our suppliers to find alternate conflict-free sources.

 

Our policy is publicly available on our website at https://ao-inc.com/legal/.

 

4.Due Diligence Overview

 

We conducted a survey of our supply chain by adopting the template developed by the Responsible Minerals Initiative (“RMI”) Conflict Minerals Reporting Template (“CMRT”). The CMRT was developed to facilitate disclosure and communication of information regarding smelters that provide material to a company’s supply chain. It includes questions regarding a company’s conflict-free policy, engagement with its direct suppliers, and a listing of the smelters the company and its suppliers use. In addition, the template contains questions about the origin of conflict minerals included in their products, as well as supplier due diligence. Written instructions and recorded training illustrating the use of the tool is available on RBA’s website. The CMRT is being used by many companies in their due diligence processes related to conflict minerals.

 

AOI does not engage directly with mines or smelters and thus AOI does not have information on 3TG country of origin. We rely on information from the Responsible Minerals Assurance Process (“RMAP”), a voluntary initiative managed by the RMI in which an independent third party audits the procurement activities of a smelter or refiner to determine, with reasonable confidence that the minerals it processes originated from conflict-free sources. Upon completion of a successful audit, the smelter or refiner is designated by the RMI as “Compliant.”

 

 

 

 

 

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5.Due Diligence Overview

 

AOI has established management systems and due diligence measures as a basis for supply-chain management and disclosure compliance relating to the Conflict Minerals necessary to the functionality or production of our products and required to be reported under the Rule.

Our due diligence measures have been designed to conform, in all material respects, to the five step framework in the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (OECD Guidance). The design of AOI’s Conflict Mineral Process includes the following:

 

Step #1: Establish Strong Company Management Systems

 

  · AOI’s management is committed to sourcing conflict free materials. A conflict minerals policy was adopted and is available on our website at https://ao-inc.com/legal/.
  · Our commitment is reflected in our Quality Objective, Purchasing Agreements, Purchasing Orders and SOPs.

 

Step #2: Identify and Assess Risk in the Supply Chain

 

  · AOI requests that its suppliers complete in full the CMRT. The CMRT is used to provide AOI with information regarding its suppliers’ practices with respect to the sourcing of conflict minerals to enable it to comply with its requirements under the Rule.
  · AOI’s legal, quality assurance and supply chain departments manage the collection of information reported on the CMRT by its suppliers.
  · Once AOI receives CMRTs from our supply chain, we identify high risk vendors. High risk vendors are those that use non RMI-Compliant smelters or those that do not submit a completed CMRT.

 

Step #3: Design and Implement a Strategy to Respond to Identified Risks

 

  · Once a high risk vendor has been identified, AOI will hold an internal stakeholders meeting to discuss corrective actions to be taken.
  ·

Such corrective actions include, but are not limited to, disengaging in trade with the high risk vendor and finding alternate vendors.

 

Step #4: Carry Out Independent Third-Party Audit of Supply Chain Due Diligence at Identified Points in the Supply Chain

 

  · Given that we do not have a direct relationship with the smelters and refiners that process the conflict minerals that are present in our products, we rely on the RMI to conduct third party audits of smelters and refiners.
  · AOI relies on the RBA and GeSI initiative to validate supply chain due diligence.
  · AOI expects our supply chain to adhere to all local, national and international laws and requirements.

 

Step #5: Report on Supply Chain Due Diligence

 

·As a publicly traded company in the United States, AOI will submit an annual SD Report to the SEC per the Securities and Exchange Act of 1934 Section 1502 as amended by the Dodd-Frank Act of 2010.

 

 

 

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6.Due Diligence Performed

 

Annually, AOI requests CMRTs from our supply chain. It is the responsibility of our supply chain to provide AOI with a CMRT and to ensure their supply chains are conflict free. Once AOI receives the completed CMRT, AOI will review the submission for completeness and consistency. AOI will then compare smelter data, made available by the RMI, concerning the country of origin. If a vendor submits a CMRT that does not contain a non RMI-Compliant smelter, then no further action will be taken by AOI.

 

For vendors that do not submit a CMRT, AOI will follow up with the vendor and continue to request a completed CMRT. If the vendor does not submit a CMRT after multiple requests, then corrective actions, up to and including disengaging in trade, will be taken.

 

For vendors that submit a CMRT containing a non RMI-Compliant smelter, AOI will request that the vendor take corrective actions and become conflict free. If the vendor does not satisfactorily implement steps to become conflict free, then corrective actions, up to and including disengaging in trade, will be taken.

 

AOI works with and through its first tier suppliers to investigate the deeper levels of our supply chain, in an effort to determine the origin of 3TG metals contained in AOI products.

 

7.Due Diligence Results

 

The results of our due diligence indicates that the sources of Conflict Minerals are (1) from recycled or scrap materials, (2) from within the Democratic Republic of the Congo or adjoining countries (the “Covered Countries”), or (3) from outside the Covered Countries. From the responses we have received from our direct suppliers from our supply chain survey for 2023, 168 smelters and refiners were listed within their supply chains. All 168 have been designated as of December 31, 2023 as Active or Compliant under the RMAP. The complete list of smelters and

refiners is attached in Exhibit A.

 

AOI does not engage directly with mines or smelters and thus AOI does not have information on 3TG country of origin.

 

8.Conflict-Free Sourcing Continuous Improvements

 

As part of AOI’s commitment to Conflict Minerals due diligence, AOI has taken, or will take, the following steps to further mitigate the risk that our Conflict Minerals benefit armed groups in the Covered Countries:

 

  · Continue to engage with suppliers to obtain complete CMRTs;
  · Encourage the development of supplier capabilities to perform conflict-minerals related due diligence;
  · Review our supply chain quarterly to ensure new vendors are aware of the conflict-mineral free policy and to encourage existing vendors to submit their CMRTs timely;
  · Provide ongoing training regarding emerging best practices and other relevant topics to legal, quality assurance and supply chain staff responsible for conflict mineral compliance.

 

9.Forward-looking Statements

 

Statements relating to due diligence improvements are forward-looking in nature and are based on our management’s current expectations or beliefs. Forward-looking statements can also be identified by words such as “expects,” “plans,” “intends,” “will,” “may,” and similar terms. These forward-looking statements are not a guarantee of performance and are subject to a number of uncertainties and other factors that may be outside of our control and that could cause actual events to differ materially from those expressed or implied by the statements made herein. Subsequent events may affect AOI’s future determinations under Rule 13p-1.

 

10.Conflict Minerals Disclosure

 

This Conflict Minerals Report and our Conflict Minerals Policy are available on our web site at https://ao-inc.com/legal/.

 

 

 

 

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Exhibit A

 

List of Smelters and Refiners

 

Metal Smelter Name Smelter ID
Gold Pan Pacific Copper Co Ltd. CID000937
Gold Tanaka Kikinzoku Kogyo K.K CID001875
Gold Materion CID001113
Gold CCR Refinery - Glencore Canada Corporation CID000185
Gold Metalurgica Met-Mex Penoles, S.A. De C.V CID001161
Gold Royal Canadian Mint CID001534
Gold Asahi Refining Canada Ltd. CID000924
Gold Heraeus Metals Hong Kong Ltd. CID000707
Gold Kennecott Utah Copper LLC CID000969
Gold Metalor USA Refining Corporation CID001157
Gold Agosi AG CID000035
Gold AngloGold Ashanti Corrego do Sitio Mineracao CID000058
Gold Argor-Heraeus S.A. CID000077
Gold Aurubis AG CID000113
Gold Boliden AB CID000157
Gold C. Hafner GmbH + Co. KG CID000176
Gold Chimet S.p.A. CID000233
Gold Dowa CID000401
Gold Heimerle + Meule GmbH CID000694
Gold Istanbul Gold Refinery CID000814
Gold Asahi Refining USA Inc. CID000920
Gold Kojima Chemicals Co., Ltd. CID000981
Gold Metalor Technologies (Hong Kong) Ltd. CID001149
Gold Metalor Technologies S.A. CID001153
Gold PAMP S.A. CID001352
Gold Shandong Zhaojin Gold & Silver Refinery Co., Ltd. CID001622
Gold Umicore S.A. Business Unit Precious Metals Refining CID001980
Gold United Precious Metal Refining, Inc. CID001993
Gold Eco-System Recycling Co., Ltd. East Plant CID000425
Gold Western Australian Mint (T/a The Perth Mint) CID002030
Gold LS-NIKKO Copper Inc. CID001078
Gold Solar Applied Materials Technology Corp. CID001761

 

 

 

 

 

 5 

 

 

 

Gold WIELAND Edelmetalle GmbH CID002778
Gold Metalor Technologies (Singapore) Pte., Ltd. CID001152
Gold Metalor Technologies (Suzhou) Ltd. CID001147
Gold Ogussa Osterreichische Gold- und Silber-Scheideanstalt GmbH CID002779
Gold Metalurgica Met-Mex Penoles S.A. De C.V. CID001161
Gold Bangko Sentral ng Pilipinas (Central Bank of the Philippines) CID000128
Gold Heraeus Germany GmbH Co. KG CID000711
Gold Aida Chemical Industries Co., Ltd. CID000019
Gold Asahi Pretec Corp. CID000082
Gold Asaka Riken Co., Ltd. CID000090
Gold Ishifuku Metal Industry Co., Ltd. CID000807
Gold JX Nippon Mining & Metals Co., Ltd. CID000937
Gold Matsuda Sangyo Co., Ltd. CID001119
Gold Mitsubishi Materials Corporation CID001188
Gold Mitsui Mining and Smelting Co., Ltd. CID001193
Gold Nihon Material Co., Ltd. CID001259
Gold Sumitomo Metal Mining Co., Ltd. CID001798
Gold Tanaka Kikinzoku Kogyo K.K. CID001875
Gold Tokuriki Honten Co., Ltd. CID001938
Gold United Precious Metal Refining, Inc. CID001993
Gold Metalor Switzerland CID001153
Gold L'Orfebre S.A. CID002762
Gold Heraeus Precious Metals GmbH & Co. KG CID000711
Gold Ohura Precious Metal Industry Co., Ltd. CID001325
Gold Shandong Gold Smelting Co., Ltd. CID001916
Gold Zhongyuan Gold Smelter of Zhongjin Gold Corporation CID002224
Gold T.C.A S.p.A CID002580
Tantalum Metallurgical Products India Pvt., Ltd. CID001163
Tantalum H.C. Starck Inc. CID002548
Tantalum F & X CID000460
Tantalum Global Advanced Metals Boyertown CID002557
Tantalum Hengyang King Xing Lifeng New Materials Co., Ltd. CID002492
Tantalum Jiangxi Tuohong New Raw Material CID002842
Tantalum JiuJiang JinXin Nonferrous Metals Co., Ltd. CID000914

 

 

 

 

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Tantalum TANIOBIS Co., Ltd. CID002544
Tantalum TANIOBIS GmbH CID002545
Tantalum TANIOBIS Japan Co., Ltd. CID002549
Tantalum TANIOBIS Smelting GmbH & Co. KG CID002550
Tantalum XIMEI RESOURCES (GUANGDONG) LIMITED CID000616
Tantalum Yanling Jincheng Tantalum & Niobium Co., Ltd. CID001522
Tantalum Changsha South Tantalum Niobium Co., Ltd. CID000211
Tantalum D Block Metals, LLC CID002504
Tantalum F&X Electro-Materials Ltd. CID000460
Tantalum Global Advanced Metals Aizu CID002558
Tantalum Ulba Metallurgical Plant JSC CID001969
Tantalum Ningxia Orient Tantalum Industry Co., Ltd. CID001277
Tantalum Mitsui Mining and Smelting Co., Ltd. CID001192
Tantalum H.C. Starck Inc. CID002548
Tantalum Jiujiang Tanbre Co., Ltd. CID000917
Tantalum Jiujiang Zhongao Tantalum & Niobium Co., Ltd. CID002506
Tantalum H.C. Starck Hermsdorf GmbH CID002547
Tantalum Taki Chemical Co., Ltd. CID001869
Tantalum NPM Silmet AS CID001200
Tin Fenix Metals CID000468
Tin PT ATD Makmur Mandiri Jaya CID002503
Tin White Solder Metalurgia e Mineracao Ltda. CID002036
Tin EM Vinto CID000438
Tin PT Mitra Stania Prima CID001453
Tin Tin Smelting Branch of Yunnan Tin Co., Ltd. CID002180
Tin PT Prima Timah Utama CID001458
Tin Alpha CID000292
Tin Gejiu Non-Ferrous Metal Processing Co., Ltd. CID000538
Tin China Tin Group Co., Ltd. CID001070
Tin Yunnan Chengfeng Non-ferrous Metals Co., Ltd. CID002158
Tin Guangdong Hanhe Non-Ferrous Metal Co., Ltd. CID003116
Tin O.M. Manufacturing (Thailand) Co., Ltd. CID001314
Tin Metallic Resources, Inc. CID001142
Tin Jiangxi New Nanshan Technology Ltd. CID001231
Tin Metallo Spain S.L.U. CID002774
Tin Chenzhou Yunxiang Mining and Metallurgy Co., Ltd. CID000228
Tin Tin Technology & Refining CID003325
Tin Dowa CID000402

 

 

 

 

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Tin Malaysia Smelting Corporation (MSC) CID001105
Tin Mineracao Taboca S.A. CID001173
Tin Minsur CID001182
Tin Mitsubishi Materials Corporation CID001191
Tin Operaciones Metalurgicas S.A. CID001337
Tin PT Artha Cipta Langgeng CID001399
Tin PT Babel Inti Perkasa CID001402
Tin PT Refined Bangka Tin CID001460
Tin PT Stanindo Inti Perkasa CID001468
Tin PT Timah Tbk Kundur CID001477
Tin PT Timah Tbk Mentok CID001482
Tin Rui Da Hung CID001539
Tin Thaisarco CID001898
Tin O.M. Manufacturing Philippines, Inc. CID002517
Tin Metallo Belgium N.V. CID002773
Tin PT Menara Cipta Mulia CID002835
Tin PT Bangka Serumpun CID003205
Tin Minsur CID001182
Tin White Solder Metalurgia e Mineracao Ltda. CID002036
Tin Metallic Resources, Inc. CID001142
Tin Mitsubishi Materials Corporation CID001191
Tin Metallo Belgium N.V. CID002773
Tin Guangdong Hanhe Non-Ferrous Metal Co., Ltd. CID003116
Tin PT Timah Tbk Mentok CID001482
Tin PT Timah Tbk Kundur CID001477
Tin Gejiu Non-Ferrous Metal Processing Co., Ltd. CID000538
Tin China Tin Group Co., Ltd. CID001070
Tin PT Mitra Stania Prima CID001453
Tin Mineracao Taboca S.A. CID001173
Tin PT Menara Cipta Mulia CID002835
Tin Magnu's Minerais Metais e Ligas Ltda. CID002468
Tin PT Bukit Timah CID001428
Tin PT Sariwiguna Binasentosa CID001463
Tin Chifeng Dajingzi Tin Industry Co., Ltd. CID003190
Tin PT Rajawali Rimba Perkasa CID003381
Tin Luna Smelter, Ltd. CID003387

 

 

 

 

 8 

 

 

Tin PT Babel Surya Alam Lestari CID001406
Tin PT Cipta Persada Mulia CID002696
Tungsten Masan High-Tech Materials CID002543
Tungsten Kennametal Huntsville CID000105
Tungsten Global Tungsten & Powders Corp. CID000568
Tungsten A.L.M.T. Corp. CID000004
Tungsten H.C. Starck Tungsten GmbH CID002541
Tungsten Niagara Refining LLC CID002589
Tungsten Jiangxi Yaosheng Tungsten Co., Ltd. CID002316
Tungsten Jiangxi Gan Bei Tungsten Co., Ltd. CID002321
Tungsten Wolfram Bergbau und Hutten AG CID002044
Tungsten Jiangxi Xinsheng Tungsten Industry Co., Ltd. CID002317
Tungsten TANIOBIS Smelting GmbH & Co. KG CID002542
Tungsten Jiangwu H.C. Starck Tungsten Products Co., Ltd. CID002551
Tungsten Hunan Chenzhou Mining Co., Ltd. CID000766
Tungsten Guangdong Xianglu Tungsten Co., Ltd. CID000218
Tungsten Chenzhou Diamond Tungsten Products Co., Ltd. CID002513
Tungsten Ganzhou Seadragon W & Mo Co., Ltd. CID002494
Tungsten Chongyi Zhangyuan Tungsten Co., Ltd. CID000258
Tungsten Japan New Metals Co., Ltd. CID000825
Tungsten Xiamen Tungsten Co., Ltd. CID002082
Tungsten Xiamen Tungsten (H.C.) Co., Ltd. CID002320
Tungsten Jiangxi Tonggu Non-ferrous Metallurgical & Chemical Co., Ltd. CID002318
Tungsten Ganzhou Jiangwu Ferrotungsten Co., Ltd. CID002315
Tungsten Kennametal Fallon CID000966
Tungsten Malipo Haiyu Tungsten Co., Ltd. CID002319
Tungsten Philippine Chuangxin Industrial Co., Inc. CID002827
Tungsten Lianyou Metals Co., Ltd. CID003407

 

 

 

 

 

 

 

 

 

 

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