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:
ü | Rule 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 1.01 | Applied 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 |
2 |
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.
1 |
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.”
2 |
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. |
3 |
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/.
4 |
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 |
6 |
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 |
7 |
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 |
9 |