UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
ACTIONS SEMICONDUCTOR CO., LTD.
(Exact Name of Registrant as Specified in
its Charter)
Cayman Islands |
|
000-51604 |
|
|
(State or other jurisdiction of incorporation or organization ) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
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)
(Zip Code)
I-Hung (Nigel) Liu, Chief Financial Officer
+86-756-339-2353
(Name and telephone number, including area
code, of the person to contact in connection with this report.)
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below to indicate the rule pursuant to which this form is being filed, and provide the period to which
the information in this form applies:
| x | Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for
the reporting period January 1 to December 31, 2014 |
Item 1.01. Conflict Minerals
Disclosure and Report.
Conflict Minerals Disclosure
A copy of the Conflict
Minerals Report of Actions Semiconductor Co., Ltd. (“Actions”) for the reporting period January 1 to December 31, 2014
is filed as Exhibit 1.01 to this specialized disclosure report on Form SD and is also available at Actions’ website at http://actions-semi.investorroom.com.
Item 1.02. Exhibit.
Actions has filed, as
an exhibit to this Form SD, a Conflict Minerals Report as required by Item 1.01 of this Form.
Item 2.01.
Exhibit.
Exhibit
Number |
|
Description
of Document |
|
|
|
1.01 |
|
Actions Semiconductor Co., Ltd. Conflict Minerals Report for the reporting period January 1 to December 31, 2014. |
SIGNATURES
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.
|
|
ACTIONS SEMICONDUCTOR CO., LTD. |
Dated: May 29, 2015 |
By: |
/s/
I-Hung (Nigel) Liu |
|
Name: |
I-Hung (Nigel) Liu |
|
Title: |
Chief Financial Officer |
EXHIBIT INDEX
Exhibit Number |
|
Description of Document |
|
|
|
1.01 |
|
Actions Semiconductor Co., Ltd. Conflict Minerals Report for the reporting period January 1 to December 31, 2014. |
Exhibit 1.01 to Form SD
Actions Semiconductor Co., Ltd.
Conflict Minerals Report
For The Reporting Period
January 1 to December 31, 2014
This Conflict Minerals Report (“CMR”)
has been prepared by Actions Semiconductor Co., Ltd. (herein referred to, alternatively, as “Actions,” “we”
and “our”). This CMR for the reporting period January 1 to December 31, 2014 is presented to comply with the final
conflict minerals implementing rules (“Final Rules”) promulgated by the Securities and Exchange Commission (“SEC”),
as modified by SEC guidance issued on April 29, 2014 and the SEC order issued on May 2, 2014. The Final Rules were adopted by the
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 as codified in Section 13(p) of the Securities Exchange Act of 1934. The Final Rules impose
certain reporting obligations on SEC registrants whose manufactured products contain conflict minerals that are necessary to the
functionality or production of their products. “Conflict minerals” are currently defined by the SEC as cassiterite,
columbite-tantalite (coltan), gold, wolframite, or their derivatives, which the SEC has currently limited to tin, tantalum, tungsten
and gold.
To comply with the Final Rules, we conducted
due diligence on the origin, source and chain of custody of the conflict minerals that were necessary to the functionality or production
of the products that we manufactured or contracted to manufacture to ascertain whether these conflict minerals originated in the
Democratic Republic of Congo or an adjoining country (collectively, “Covered Countries”) and financed or benefited
armed groups (as defined in Section 1, Item 1.01(d)(2) of Form SD)
in any of these countries.
Pursuant to SEC guidance issued April 29,
2014 and the SEC order issued May 2, 2014, Actions is not required to describe any of its products as “DRC conflict
free” (as defined in Section 1, Item 1.01(d)(4) of Form SD), “DRC conflict undeterminable” (as defined in Section
1, Item 1.01(d)(5) of Form SD) or “having not been found to be ‘DRC conflict free,’” and therefore makes
no conclusion in this regard in the report presented herein. Furthermore, given that Actions has not voluntarily elected
to describe any of its products as “DRC conflict free,” an independent private sector audit of the report presented
herein has not been conducted.
Actions is a fabless semiconductor company that designs, develops
and markets integrated platform solutions, including systems-on-a-chip (“SoCs”), firmware, software development tools
and reference designs, for manufacturers of portable media players and smart handheld devices, such as Bluetooth audio and music
devices, tablets and Over-the-Top (“OTT”) boxes. We provide integrated platform solutions to tablet, portable media
player and OTT box manufacturers, brand owners and value-added distributors that enable them to accelerate the time-to-market for
their products.
We provide a variety of solutions along
the tablet, portable media player and OTT box design and manufacturing value chain. For most of our value-added distributor customers
and certain more sophisticated contract manufacturer and brand owner customers, we provide our SoCs and solution development kits
(“SDKs”). For less sophisticated customers, we provide our total solutions that consist of our SoCs, SDKs as well as
reference designs that include detailed specifications of other required components and references to the providers of those components,
which together allow these customers to assemble a complete portable media player, or tablet or OTT box.
| III. | Supply Chain Overview |
Our SoCs are manufactured by third-party
foundries that process silicon wafers and produce the SoCs. The major raw materials in use are silicon wafers, which are procured
by our third-party foundries and are a widely available commodity in the semiconductor supply chain. We manage much of our manufacturing
logistics internally, including pre-production hardware testing, test program development, characterization and qualification testing,
production scheduling, capacity planning, work-in-progress tracking, yield management, shipping logistics, supplier management
and quality support functions, such as failure analysis. For purposes of this CMR, references to our “products” refer
to our hardware products, and references to our “suppliers” refer to our direct product suppliers.
| IV. | Conflict Minerals Analysis and Reasonable Country of Origin Inquiry |
Based upon a review of our products and
our reasonable country of origin inquiry (“RCOI”), we have concluded that:
| · | our products contain conflict minerals that are necessary to the production or functionality of such products; and |
| · | we are unable to determine whether the conflict minerals present in our products originate in the Covered Countries. |
We are therefore required by the Final Rules to file with the
SEC a Form SD and a Conflict Minerals Report as an exhibit thereto.
| V. | Design of Due Diligence Measures |
Actions designed its due diligence with
respect to the source and chain of custody of the conflict minerals contained in its products based on the five-step framework
set forth in the Second Edition of the Organisation for Economic Co-operation and Development’s Due Diligence Guidance
for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and the supplements thereto (the
“OECD Guidance”).
| VI. | Due Diligence Measures Performed by Actions |
Actions
performed or intends to perform the following due diligence measures in accordance with the OECD Guidance and the Final Rules:
OECD Guidance Step #1: Establish
Strong Company Management Systems
| · | In March 2015, Actions adopted a Conflict Minerals Policy (the “Conflict Minerals Policy”)
that sets forth (i) its commitment to complying with the Final Rules and (ii) its expectations of its suppliers regarding supporting
Actions’ compliance activities. |
| · | The implementation of Actions’ RCOI and the conducting of due diligence on the source and chain of custody of Actions’
necessary conflict minerals are managed by Actions’ legal, quality assurance and supply chain departments. To the extent
that red flags or other issues are identified in the supplier data acquisition or engagement processes, these issues and red flags
will be addressed first by the responsible individuals within the legal, quality assurance and supply chain departments and then
subsequently reported to and reviewed by the Audit Committee at regularly scheduled meetings of the Audit Committee on an annual
basis. |
| · | The legal, quality assurance and supply chain staff responsible for conflict minerals compliance
(i) have received training regarding conflict minerals compliance and (ii) are required to be familiar with Actions’ conflict
minerals-related processes and procedures. |
| · | Records of material conflict minerals-related documentation are maintained electronically by Actions for a period of five (5)
years from the date of creation. |
| · | In March 2015, Actions’ existing suppliers were provided with a copy of the Conflict Minerals Policy, and new suppliers
will be provided with a copy of the Conflict Minerals Policy as part of Actions’ standard supplier onboarding process. In
addition, in March 2015, a conflict minerals compliance provision (the “Conflict Minerals Contractual Provision”) was
added to Actions’ standard manufacturing agreement requiring suppliers to (i) comply with the Conflict Minerals Policy and
(ii) cooperate with Actions in providing the information required by the CMRT (as defined below). Actions will request that the
Conflict Minerals Contractual Provision be (i) incorporated into new manufacturing agreements and (ii) incorporated into existing
manufacturing agreements when such agreements are negotiated for renewal. |
| · | Interested parties can report improper activities in violation of the Conflict Minerals Rules or the Conflict Minerals Policy
to the Audit Committee via email at anti-fraud@actions-semi.com. This email address is published on Actions’ website at http://www.actions-semi.com/en/antifraud.aspx. |
OECD Guidance Step #2: Identify and Assess Risk
in the Supply Chain
| · | Actions requests that its suppliers complete in full the Electronic Industry Citizenship Coalition/Global e-Sustainability
Initiative Conflict Minerals Reporting Template (the “CMRT”). The CMRT is used to provide Actions with information
regarding its suppliers’ practices with respect to the sourcing of conflict minerals to enable it to comply with its requirements
under the Final Rules. |
| · | Actions’ legal, quality assurance and supply chain departments manage the collection of information reported on the CMRT
by its suppliers. |
| · | Actions utilizes a series of escalating responses to address the failure of a supplier to provide the information required
by the CMRT. |
OECD Guidance Step #3: Design and Implement a Strategy
to Respond to Identified Risks
| · | If, on the basis of red flags that are identified as a result of either (i) the supplier data acquisition or engagement processes
or (ii) the receipt of information from other sources, Actions determines that there is a reasonable risk that a supplier is sourcing
conflict minerals that are directly or indirectly financing or benefiting armed groups, Actions will employ a series of escalations. |
| · | Such escalations may range from prompt engagement with the supplier to resolve the sourcing issue, to requiring such supplier
to implement a risk management plan (which plan may involve, as appropriate, remedial action up to and including disengagement
from upstream suppliers), to disengagement by Actions from the applicable supplier. |
OECD Guidance 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
Conflict-Free Sourcing Initiative (the “CFSI”) to conduct third-party audits of smelters and refineries.
OECD Guidance Step #5: Report on Supply Chain Due
Diligence
As required by the Final Rules,
we have filed a Form SD and a Conflict Minerals Report as an exhibit thereto for the 2014 reporting year. The Form SD and Conflict
Minerals Report are also available on our website at http://actions-semi.investorroom.com.
| VII. | Smelters and Refineries Identified |
As a result of Actions’
RCOI, 6 suppliers, representing approximately 90% of our suppliers and over 90% of our total purchase volume, provided completed
CMRTs to Actions. Actions’ suppliers identified the names of 34 smelters and refineries from which they source conflict minerals.
Of those smelters, 32 smelters and refineries, or approximately 94%, have been certified by the CFSI’s Conflict-Free Smelter
Program (the “CFSP”). The remainder of the smelters and refineries are not, at this time, certified by the CFSP. With
respect to these smelters and refineries, although we were not able to determine the mines or locations of origin of the conflict
minerals sourced from such smelters and refineries, we were able to determine their country locations. Attached as Addendum A to
this CMR is a list of such country locations, grouped according to the specific conflict mineral processed by such smelters and
refineries.
| VIII. | Steps to Mitigate Risk |
In addition to the actions identified elsewhere
in this CMR, Actions intends to take the following steps to mitigate the risk that its necessary conflict minerals benefit armed
groups:
| · | Continue to engage with suppliers to obtain complete CMRTs; |
| · | Encourage the development of supplier capabilities to perform conflict-minerals related due diligence by the implementation
of risk mitigation measures, as appropriate; and |
| · | provide ongoing training regarding emerging best practices and other relevant topics to legal,
quality assurance and supply chain staff responsible for conflict minerals compliance. |
FORWARD LOOKING STATEMENTS
Statements relating to due diligence improvements
are forward-looking in nature and are based on Actions’ management's current expectations or beliefs. 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 Actions’ control and that could cause actual events to differ materially from those expressed or implied by the statements
made herein.
DOCUMENTS INCORPORATED BY REFERENCE
Unless otherwise stated herein, any documents,
third party materials or references to websites (including Actions’) are not incorporated by reference in, or considered
to be a part of this CMR, unless expressly incorporated by reference herein.
Addendum A
Non-CFSP-Certified
Smelter and Refinery Country Locations by Mineral
Mineral |
Country Locations |
Tungsten |
China |
Gold |
China |
Actions Semiconductor Co., Ltd. ADS, Each Representing Six Ordinary Shares (NASDAQ:ACTS)
Historical Stock Chart
From Apr 2024 to May 2024
Actions Semiconductor Co., Ltd. ADS, Each Representing Six Ordinary Shares (NASDAQ:ACTS)
Historical Stock Chart
From May 2023 to May 2024