SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SPECIALIZED DISCLOSURE REPORT
(Exact name of the registrant as specified in its charter)
(State or other jurisdiction
of incorporation or organization)
|3101 Jay Street, Santa Clara, California||95054|
|(Address of principal executive offices)||(Zip code)|
Michael Morehead, General Counsel (408) 734-8888
(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:
Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2018.
INFORMATION TO BE INCLUDED IN THE REPORT
Section 1 Conflict Minerals Disclosure
ITEM 1.01 Conflicts Minerals Disclosure and Report
Conflict Minerals Disclosure
The Conflict Minerals Report of Ambarella, Inc., a Cayman Islands corporation, for the calendar year ended December 31, 2018 is filed herewith as Exhibit 1.01 and is accessible through our website at: http://investor.ambarella.com/sec.cfm. The website and information accessible through it are not incorporated into this document.
ITEM 1.02 Exhibits
The Conflict Minerals Report for the calendar year ended December 31, 2018 is filed as Exhibit 1.01.
Section 2 Exhibits
Item 2.01 Exhibits
|1.01||Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.|
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.
|Date: May 30, 2019||By:||/s/ Michael Morehead|
Conflict Minerals Report of Ambarella, Inc.
in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934
This is the Conflict Minerals Report for Ambarella, Inc. (Ambarella, we, us, our, or the Company), filed with the Securities Exchange Commission (SEC) in accordance with Rule 13p-1 (the Rule) under the Securities Exchange Act of 1934 (the 1934 Act) for calendar year 2018. The Rule was 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 (Dodd-Frank Act). The Rule imposes 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 defined as cassiterite, columbite-tantalite, gold, wolframite, and their derivatives, which are limited to tin, tantalum, tungsten, and gold (3TG) for the purposes of this assessment.
The statements below are based on the activities performed to date in good faith by the Company and information available at the time of this filing.
Company Overview; Covered Products
Ambarella was incorporated in the Cayman Islands in 2004. We design, market and sell low-power, high-definition (HD) video compression and image processing semiconductor solutions. Ambarellas system-on-a-chip (SoC) solutions are used in a variety of HD cameras, including IP security cameras, wearable cameras, unmanned aerial video or drone cameras, and automotive cameras. In addition, Ambarellas video compression SoCs are used in television broadcasting equipment. We sell our SoC solutions to manufacturers of video cameras, suppliers of video camera modules and television broadcasting infrastructure equipment.
During the 2018 calendar year, we sub-contracted to manufacture our SoC products containing 3TG minerals and the use of these minerals is necessary to the functionality or production of our SoC products.
Supply Chain Overview
We operate our business based on a fabless semiconductor model. Accordingly, we rely on third parties, primarily located in Asia, for substantially all of our manufacturing operations, including wafer fabrication, assembly and testing of SoC our products. There are multiple tiers between our company and the mines that produce conflict minerals used in our products. Accordingly, we rely on our direct suppliers to provide information on the origin of the conflict minerals that are included in our products. All of our suppliers of conflict minerals have adopted a conflict minreals policy and due diligence framework based on the Organisation for Economic Co-operation and Development (OECD) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas.
Due Diligence Program
Our due diligence processes and efforts have been developed in conjunction with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and the related supplements for 3TG minerals. We designed our due diligence process to conform in all material respects with these guidelines. Our due diligence measures include:
Identification of the components in Ambarella products that contain conflict minerals, and the suppliers through which those components are sourced.
Conducting a supply-chain survey with direct suppliers of materials containing conflict minerals using the using the standard Conflict Minerals Reporting Template (CMRT) from the Responsible Minerals Initiative (RMI).
Communicating with any direct suppliers that did not timely respond to surveys or provide complete responses.
Comparing the smelters and refiners identified in the supply-chain survey against the list of smelter facilities which have been identified as compliant with RMIs Responsible Minerals Assurance Protocol.
Our conflict minerals project team responsible for conducting the due diligence is comprised of employees in our operations department, which is responsible for selecting and retaining relationships with our third-party vendors. Our due diligence process is overseen by executives from our operations and legal functions.
We have retained all relevant documentation from our reasonable due diligence measures to ensure the retention of relevant documentation.
Reasonable Country of Origin Inquiry (RCOI) and RCOI Results
We conducted a survey of our active suppliers using a template from the Responsible Minerals Initiative (RMI), known as the Conflict Minerals Reporting Template. The template was developed to facilitate disclosure and communication of information regarding smelters that provide material to a companys supply chain. It includes questions regarding a companys 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. We believe this template is widely used by companies in our industry for the purpose of conducting due diligence related to conflict minerals.
During the process of our review, we identified our direct suppliers who fell within the scope of our RCOI. We sent the Conflict Minerals Reporting Template to these direct suppliers and received responses from each of them. Each of our direct suppliers indicated that they had received` data or information about the origin of 3TG minerals from all of their suppliers. Each of our direct suppliers also indicated that they reported all of the applicable smelter and refinery information in their response to our inquiry.
Based on our due diligence activities, our suppliers identified a total of 81 smelters and refiners from which 3TG minerals may have been sourced. All (100%) of our suppliers indicated that they do source some 3TG minerals from covered countries. All (100%) of the smelters and refiners identified by our suppliers as sourcing from covered countries have been certified as compliant with the Responsible Minerals Assurance Protocol (RMAP).
Audit of Supply Chain Due Diligence
As noted above, as a fabless semiconductor company we do not have a direct relationship with 3TG smelters and refiners, and we did not perform direct audits of the entities in our supply chain. As a downstream purchaser of materials and components that contain conflict minerals, our due diligence measures cannot provide absolute assurance regarding the source and chain of custody of the conflict minerals in our Covered Products. However, we do rely upon industry third-party audit programs such as RMIs Responsible Minerals Assurance Protocol (RMAP). We did not engage a third-party auditor to independently audit our due diligence procedures or the results of our due diligence.
Facilities Used to Process Conflict Materials
Based on our due diligence process and the information received from our suppliers, the following facilities were identified by our suppliers as the smelters and refiners of the 3TG minerals present in and necessary to the functionality of our products manufactured in the calendar year ended December 31, 2018. This list if presented in good faith based upon the information we have to date.
NAME OF SMELTER OR REFINERY
|Tantalum||Changsha South Tantalum Niobium Co., Ltd.||China||CID000211|
|Tantalum||Guangdong Rising Rare Metals-EO Materials Ltd.||China||CID000291|
|Tantalum||Exotech Inc.||United States||CID000456|
|Tantalum||F&X Electro-Materials Ltd.||China||CID000460|
|Tantalum||Ningxia Orient Tantalum Industry Co., Ltd.||China||CID001277|
|Tantalum||Solikamsk Magnesium Works OAO||Russian Federation||CID001769|
|Tantalum||Ulba Metallurgical Plant JSC||Kazakhstan||CID001969|
|Tantalum||D Block Metals, LLC||United States||CID002504|
|Tantalum||H.C. Starck Co., Ltd.||Thailand||CID002544|
|Tantalum||H.C. Starck Tantalum and Niobium GmbH||Germany||CID002545|
|Tantalum||H.C. Starck Hermsdorf GmbH||Germany||CID002547|
|Tantalum||H.C. Starck Inc.||United States||CID002548|
|Tantalum||H.C. Starck Ltd.||Japan||CID002549|
|Tantalum||H.C. Starck Smelting GmbH & Co. KG||Germany||CID002550|
|Tantalum||Global Advanced Metals Boyertown||United States||CID002557|
|Tantalum||Global Advanced Metals Aizu||Japan||CID002558|
|Tin||PT Aries Kencana Sejahtera||Indonesia||CID000309|
|Tin||CV United Smelting||Indonesia||CID000315|
|Tin||Gejiu Non-Ferrous Metal Processing Co., Ltd.||China||CID000538|
|Tin||Malaysia Smelting Corporation (MSC)||Malaysia||CID001105|
|Tin||Metallic Resources, Inc.||United States||CID001142|
|Tin||Mineracao Taboca S.A.||Brazil||CID001173|
|Tin||Mitsubishi Materials Corporation||Japan||CID001191|
|Tin||Operaciones Metalurgical S.A.||Bolivia||CID001337|
|Tin||PT Bangka Tin Industry||Indonesia||CID001419|
|Tin||PT Bukit Timah||Indonesia||CID001428|
|Tin||PT DS Jaya Abadi||Indonesia||CID001434|
|Tin||PT Mitra Stania Prima||Indonesia||CID001453|
|Tin||PT Refined Bangka Tin||Indonesia||CID001460|
|Tin||PT Stanindo Inti Perkasa||Indonesia||CID001468|
|Tin||PT Timah (Persero) Tbk Kundur||Indonesia||CID001477|
|Tin||PT Timah (Persero) Tbk Mentok||Indonesia||CID001482|
|Tin||PT Tinindo Inter Nusa||Indonesia||CID001490|
|Tin||PT Tommy Utama||Indonesia||CID001493|
|Tin||White Solder Metalurgia e Mineracao Ltda.||Brazil||CID002036|
|Tin||Yunnan Tin Company Limited||China||CID002180|
|Tin||CV Venus Inti Perkasa||Indonesia||CID002455|
|Tin||CV Tiga Sekawan||Indonesia||CID002593|
|Tin||Metallo Belgium N.V.||Belgium||CID002773|
|Tin||PT Bangka Prima Tin||Indonesia||CID002776|
|Tin||PT Menara Cipta Mulia||Indonesia||CID002835|
|Tin||Guangdong Hanhe Non-Ferrous Metal Co., Ltd.||China||CID003116|
|Tungsten||A.L.M.T. TUNGSTEN Corp.||Japan||CID000004|
|Tungsten||Chongyi Zhangyuan Tungsten Co., Ltd.||China||CID000258|
|Tungsten||Fujian Jinxin Tungsten Co., Ltd.||China||CID000499|
|Tungsten||Global Tungsten & Powders Corp.||United States||CID000568|
|Tungsten||Hunan Chunchang Nonferrous Metals Co., Ltd.||China||CID000769|
|Tungsten||Japan New Metals Co., Ltd.||Japan||CID000825|
|Tungsten||Ganzhou Huaxing Tungsten Products Co., Ltd.||China||CID000875|
|Tungsten||Tejing (Vietnam) Tungsten Co., Ltd.||Viet Nam||CID001889|
|Tungsten||Xiamen Tungsten Co., Ltd.||China||CID002082|
|Tungsten||Xiamen Tungsten (H.C.) Co., Ltd.||China||CID002320|
|Tungsten||Jiangxi Gan Bei Tungsten Co., Ltd.||China||CID002321|
|Tungsten||Ganzhou Seadragon W & Mo Co., Ltd.||China||CID002494|
|Tungsten||Chenzhou Diamond Tungsten Products Co., Ltd.||China||CID002513|
|Tungsten||H.C. Starck Tungsten GmbH||Germany||CID002541|
|Tungsten||H.C. Starck Smelting GmbH & Co. KG||Germany||CID002542|
|Tungsten||Jiangwu H.C. Starck Tungsten Products Co., Ltd.||China||CID002551|
|Tungsten||Niagara Refining LLC||United States||CID002589|
|Gold||Aida Chemical Industries Co., Ltd.||Japan||CID000019|
|Gold||Asahi Pretec Corp.||Japan||CID000082|
|Gold||Asaka Riken Co., Ltd.||Japan||CID000090|
|Gold||Heraeus Metals Hong Kong Ltd.||China||CID000707|
|Gold||Ishifuku Metal Industry Co., Ltd.||Japan||CID000807|
|Gold||JX Nippon Mining & Metals Co., Ltd.||Japan||CID000937|
|Gold||Kojima Chemicals Co., Ltd.||Japan||CID000981|
|Gold||Matsuda Sangyo Co., Ltd.||Japan||CID001119|
|Gold||Metalor Technologies S.A.||Switzerland||CID001153|
|Gold||Mitsubishi Materials Corporation||Japan||CID001188|
|Gold||Mitsui Mining and Smelting Co., Ltd.||Japan||CID001193|
|Gold||Nihon Material Co., Ltd.||Japan||CID001259|
|Gold||Shandong Zhaojin Gold & Silver Refinery Co., Ltd.||China||CID001622|
|Gold||Sumitomo Metal Mining Co., Ltd.||Japan||CID001798|
|Gold||Tanaka Kikinzoku Kogyo K.K.||Japan||CID001875|
|Gold||Tokuriki Honten Co., Ltd.||Japan||CID001938|
|Gold||United Precious Metal Refining, Inc.||United States||CID001993|
|Gold||Western Australian Mint (T/a The Perth Mint)||Australia||CID002030|