EX-1.01 2 formsd_aexhibit102version1.htm EXHIBIT 1.01 Exhibit


Exhibit 1.01

CSP, Inc.
Conflict Minerals Report
For the reporting period January 1, 2016 to December 31, 2016
This Conflict Minerals Report (the “Report”) of CSP, Inc. (the “Company”) has been prepared pursuant to Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2016 to December 31, 2016.
In August 2012, the U.S. Securities and Exchange Commission (“SEC”) issued rules implementing the “conflict minerals” disclosure requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “SEC Conflict Minerals Reporting Rule” or the “Rule”). If an SEC registrant manufactures (or contracts to have manufactured) products containing columbite-tantalite (coltan), cassiterite, gold, wolframite or their derivatives, which are limited to tantalum, tin and tungsten (collectively, “3TG” or “Conflict Minerals”), and the 3TG is necessary to such products’ functionality or production, the Rule requires that registrant to undertake a reasonable country of origin inquiry. If, as a result of the reasonable country of origin inquiry, the company knows or has reason to believe that any 3TG originated in the Democratic Republic of Congo or an adjoining country as defined in the Rule (the “Covered Countries”), and are not from recycled or scrap sources, the registrant must exercise due diligence on the source and chain of custody of such minerals. Specifically, registrants must determine whether: (a) any 3TG is necessary to the functionality or production of a product manufactured or contracted to be manufactured originated in the Covered Countries; and (b) the minerals directly or indirectly finance or benefit armed groups in the Covered Countries.
Section 1 - Description of the Company’s Products Covered by this Report
This Report relates to products: (i) for which Conflict Minerals are necessary to the functionality or production of that product; (ii) that were manufactured, or contracted to be manufactured, by the Company; and (iii) for which the manufacture was completed during calendar year 2016.
These products, which are referred to in this Report collectively as the “Covered Products,” consist of substantially all of the products that are manufactured or contracted to be manufactured by the Company within its High Performance Products segment.

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Section 2 - Reasonable Country of Origin Inquiry
The Company has conducted a reasonable country of origin inquiry regarding the Conflict Minerals that were necessary to the functionality or production of the Covered Products. This reasonable country of origin inquiry was reasonably designed to determine whether any of the Conflict Minerals originated in the Covered Countries and whether any of the Conflict Minerals came from recycled or scrap sources.
In conducting the reasonable country of origin inquiry, the Company utilized the conflict minerals reporting template developed by the Electronic Industry Citizenship Coalition (EICC) and the Global e-Sustainability Initiative (GeSI) Extractives Working Group (the “EICC/GeSI Reporting Template”).
The Company’s supply chain with respect to the Covered Products is complex, and there are many third parties in the supply chain between the ultimate manufacture of the Covered Products and the original sources of Conflict Minerals. In this regard, the Company does not purchase Conflict Minerals directly from mines, smelters or refiners. The Company must therefore rely on its suppliers to provide information regarding the origin of Conflict Minerals that are included in the Covered Products. Moreover, the Company believes that the smelters and refiners of the Conflict Minerals are best situated to identify the sources of Conflict Minerals, and therefore has taken steps to identify the applicable smelters and refiners of Conflict Minerals in the Company’s supply chain.
The Company has concluded that the responses obtained in its reasonable country of origin inquiry are insufficient to form the basis for a reasonable belief that none of the Conflict Minerals necessary to the functionality or production of the Company’s products originated in a Covered Country.
Section 3 - Due Diligence Measures Performed by the Company
1.Design of Our Due Diligence and Description of the Due Diligence Process.
Our due diligence processes and efforts have been designed to conform with the framework set forth in 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 (OECD Guidance) and the related supplements for 3TG.

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2.Management Systems.
Our conflict minerals due diligence process included: the development of a Conflict Minerals Policy; the establishment of governance structures with cross-functional team members and senior executives; communication to, and engagement of, suppliers; recordkeeping; and the development of escalation procedures.
These efforts included the development of a Conflict Minerals Task Force led by our Vice President and Chief Accounting Officer and Chief Financial Officer and a team of subject matter experts from relevant functions such as, purchasing, quality assurance and manufacturing. The team of subject matter experts is responsible for implementing our conflict minerals compliance strategy.
We periodically report to the Audit Committee of the Board of Directors with respect to our due diligence process and compliance obligations.
As stated above, the Company has adopted a company policy which is posted on our website at: http://www.cspi.com/compliance/. The policy states:
CSPI Conflict Minerals Policy
Conflict Mineral Disclosure Rules
On August 22, 2012, the United States Securities and Exchange Commission (“SEC”) adopted final rules pursuant to Section 1502 of the Dodd-Frank Act of 2010 regarding conflict minerals disclosure. These rules require public companies to report to the SEC whether tantalum, tin, tungsten or gold (“conflict minerals”) mined in the Democratic Republic of Congo or adjoining countries are used in the products they manufacture. If conflict minerals originate in these countries, publicly traded companies are required to use due diligence to trace the source and chain of custody of these minerals leading up to their receipt by the reporting company and to describe this due diligence effort and its results in reports filed annually.
CSP, Inc. (CSPI) Conflict Minerals Policy Statement
CSPI is committed to complying fully with the SEC’s new conflict minerals disclosure rules. It is our policy to work with our supply chain partners to take reasonable steps aimed at assuring that the identified “conflict minerals” are not sourced by CSPI or any of its supply chain partners.

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In supporting the principles and objective of this legislation CSPI requests our suppliers, in the chain of custody, exercise reasonable due diligence to determine the country of origin of these minerals and act in accordance with the “Organization for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas”.
3.Report on Supply Chain Due Diligence and Results.
a.    We conducted a survey of the Company's active suppliers using the EICC/GeSI Reporting Template. The EICC/GeSI Reporting Template 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 that 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. The EICC/GeSI Reporting Template has been widely adopted by many companies in their due diligence processes related to conflict minerals.
b.    Survey Responses - The Company surveyed its entire known component and outsourced manufacturing supply chain and identified 16 active suppliers for the period beginning January 1, 2016 and ending December 31, 2016. The Company received survey responses from 10 suppliers that account for over 99% of the total purchases from the 16 supplier surveys for the period beginning January 1, 2016 and ending December 31, 2016. The Company also maintains a database of 38 survey responses that have been collected during the 48 month period beginning on January 1, 2013 and ending on December 31, 2016. The Company uses its database of 38 supplier responses to assess materials purchased in the current reporting period as well as material purchased in prior reporting periods used to manufacture goods shipped to customers in the current reporting period. A copy of the declared sources of material has been included as part of this filing. The declared sources represent a summary of all available information
4.Escalation Procedure.
We have created follow-up processes to identify and escalate any identified issues associated with non-responsive or problematic responses provided by suppliers in connection with our due diligence efforts.

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5.Maintenance of Records.
The Company has established our due diligence compliance process and set forth documentation and record maintenance mechanisms to ensure that relevant documentation is retained in a structured electronic database.
6.Supply Chain Risk Identification and Assessment.
Because of our size, the breath and complexity of our products, and the constant evolution of our supply chain, it is difficult to identify actors downstream from our direct suppliers. As referenced in section 3.b above, we have identified 38 direct suppliers for our products that are within the scope of our due diligence process. Of those 38 suppliers, we received 30 responses to our request for information. We have relied on these supplier’s responses to provide us with information about the source of conflict minerals suppliers contained in the components supplied to us. Our direct suppliers are similarly reliant upon information provided by their suppliers.
7.Designing and Implementing a Strategy To Identify and Respond to Supply Chain Risk.
The Company has followed up with its suppliers in order to secure complete responses regarding both the use, and the supply and chain of custody, of any Conflict Minerals contained in the Covered Products. The Company has also initiated a process to review the reasonableness and reliability of its suppliers’ responses.
8. Third Party Audits of Supply Chain.
The Company does not have direct relationships with smelters and refiners, nor do we perform direct audits of these entities that provide our supply chain with these Conflict Minerals. We do rely upon industry efforts to influence smelters and refineries to get audited and certified through the Conflict-Free Sourcing Initiative’s Conflict Free Smelter Program.
9.Reporting.
With the preparation and submission of this Conflict Minerals Report, the Company has provided a public report of its due diligence measures with regard to the sourcing of Conflict Minerals.
Section 4 - Product Categorization and Results of Due Diligence
After exercising the due diligence described above, the Company was unable to determine whether or not each of the Covered Products qualifies as “DRC conflict free,” as defined under the Rule.

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Based on the information that was provided by the Company’s suppliers and otherwise obtained through the due diligence process, the Company believes that, to the extent reasonably determinable by the Company, the facilities that were used to process the Conflict Minerals contained in the Covered Products included the smelters and refiners listed below:


Metal (*)
Smelter Reference List (*)
Smelter Country (*)
CFSI I.D. Number
Gold
Advanced Chemical Company
UNITED STATES OF AMERICA
CID000015
Gold
Aida Chemical Industries Co., Ltd.
JAPAN
CID000019
Gold
AngloGold Ashanti Córrego do Sítio Mineração
BRAZIL
CID000058
Gold
Argor-Heraeus S.A.
SWITZERLAND
CID000077
Gold
Asahi Pretec Corp.
JAPAN
CID000082
Gold
Asahi Refining Canada Ltd.
CANADA
CID000924
Gold
Asahi Refining USA Inc.
UNITED STATES OF AMERICA
CID000920
Gold
CCR Refinery - Glencore Canada Corporation
CANADA
CID000185
Gold
Dowa
JAPAN
CID000401
Gold
Eco-System Recycling Co., Ltd.
JAPAN
CID000425
Gold
Heimerle + Meule GmbH
GERMANY
CID000694
Gold
Heraeus Ltd. Hong Kong
CHINA
CID000707
Gold
Heraeus Precious Metals GmbH & Co. KG
GERMANY
CID000711
Gold
Ishifuku Metal Industry Co., Ltd.
JAPAN
CID000807
Gold
JX Nippon Mining & Metals Co., Ltd.
JAPAN
CID000937
Gold
Kennecott Utah Copper LLC
UNITED STATES OF AMERICA
CID000969
Gold
Kojima Chemicals Co., Ltd.
JAPAN
CID000981
Gold
LS-NIKKO Copper Inc.
KOREA (REPUBLIC OF)
CID001078
Gold
Matsuda Sangyo Co., Ltd.
JAPAN
CID001119
Gold
Metalor Technologies (Hong Kong) Ltd.
CHINA
CID001149
Gold
Metalor Technologies (Singapore) Pte., Ltd.
SINGAPORE
CID001152
Gold
Metalor Technologies S.A.
SWITZERLAND
CID001153
Gold
Metalor USA Refining Corporation
UNITED STATES OF AMERICA
CID001157
Gold
Metalúrgica Met-Mex Peñoles S.A. De C.V.
MEXICO
CID001161
Gold
Mitsubishi Materials Corporation
JAPAN
CID001188
Gold
Mitsui Mining and Smelting Co., Ltd.
JAPAN
CID001193
Gold
Nihon Material Co., Ltd.
JAPAN
CID001259
Gold
PAMP S.A.
SWITZERLAND
CID001352
Gold
Rand Refinery (Pty) Ltd.
SOUTH AFRICA
CID001512
Gold
Republic Metals Corporation
UNITED STATES OF AMERICA
CID002510

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Gold
Royal Canadian Mint
CANADA
CID001534
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
The Refinery of Shandong Gold Mining Co., Ltd.
CHINA
CID001916
Gold
Tokuriki Honten Co., Ltd.
JAPAN
CID001938
Gold
Umicore Brasil Ltda.
BRAZIL
CID001977
Gold
Umicore S.A. Business Unit Precious Metals Refining
BELGIUM
CID001980
Gold
United Precious Metal Refining, Inc.
UNITED STATES OF AMERICA
CID001993
Gold
Valcambi S.A.
SWITZERLAND
CID002003
Gold
Western Australian Mint trading as The Perth Mint
AUSTRALIA
CID002030
Gold
Zhongyuan Gold Smelter of Zhongjin Gold Corporation
CHINA
CID002224
Tantalum
Conghua Tantalum and Niobium Smeltry
CHINA
CID000291
Tantalum
F&X Electro-Materials Ltd.
CHINA
CID000460
Tantalum
Global Advanced Metals Boyertown
UNITED STATES OF AMERICA
CID002557
Tantalum
H.C. Starck Co., Ltd.
THAILAND
CID002544
Tantalum
H.C. Starck GmbH Goslar
GERMANY
CID002545
Tantalum
H.C. Starck Hermsdorf GmbH
GERMANY
CID002547
Tantalum
H.C. Starck Inc.
UNITED STATES OF AMERICA
CID002548
Tantalum
H.C. Starck Ltd.
JAPAN
CID002549
Tantalum
H.C. Starck Smelting GmbH & Co. KG
GERMANY
CID002550
Tantalum
Jiujiang Tanbre Co., Ltd.
CHINA
CID000917
Tantalum
Mitsui Mining and Smelting Co., Ltd.
JAPAN
CID001192
Tantalum
Ningxia Orient Tantalum Industry Co., Ltd.
CHINA
CID001277
Tantalum
Taki Chemical Co., Ltd.
JAPAN
CID001869
Tantalum
Ulba Metallurgical Plant JSC
KAZAKHSTAN
CID001969
Tin
Alpha
UNITED STATES OF AMERICA
CID000292
Tin
China Tin Group Co., Ltd.
CHINA
CID001070
Tin
Cooperativa Metalurgica de Rondônia Ltda.
BRAZIL
CID000295
Tin
CV Ayi Jaya
INDONESIA
CID002570
Tin
CV Serumpun Sebalai
INDONESIA
CID000313
Tin
CV Tiga Sekawan
INDONESIA
CID002593
Tin
CV United Smelting
INDONESIA
CID000315
Tin
CV Venus Inti Perkasa
INDONESIA
CID002455
Tin
Dowa
JAPAN
CID000402
Tin
EM Vinto
BOLIVIA (PLURINATIONAL STATE OF)
CID000438

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Tin
Fenix Metals
POLAND
CID000468
Tin
Gejiu Jinye Mineral Company
CHINA
CID002859
Tin
Gejiu Non-Ferrous Metal Processing Co., Ltd.
CHINA
CID000538
Tin
Huichang Shun Tin Kam Industries, Ltd.
CHINA
CID000760
Tin
Malaysia Smelting Corporation (MSC)
MALAYSIA
CID001105
Tin
Metallic Resources, Inc.
UNITED STATES OF AMERICA
CID001142
Tin
Metallo-Chimique N.V.
BELGIUM
CID002773
Tin
Mineração Taboca S.A.
BRAZIL
CID001173
Tin
Minsur
PERU
CID001182
Tin
Mitsubishi Materials Corporation
JAPAN
CID001191
Tin
OMSA
BOLIVIA
CID001337
Tin
PT Aries Kencana Sejahtera
INDONESIA
CID000309
Tin
PT Artha Cipta Langgeng
INDONESIA
CID001399
Tin
PT ATD Makmur Mandiri Jaya
INDONESIA
CID002503
Tin
PT Babel Inti Perkasa
INDONESIA
CID001402
Tin
PT Bangka Prima Tin
INDONESIA
CID002776
Tin
PT Bangka Tin Industry
INDONESIA
CID001419
Tin
PT Belitung Industri Sejahtera
INDONESIA
CID001421
Tin
PT Bukit Timah
INDONESIA
CID001428
Tin
PT DS Jaya Abadi
INDONESIA
CID001434
Tin
PT Eunindo Usaha Mandiri
INDONESIA
CID001438
Tin
PT Inti Stania Prima
INDONESIA
CID002530
Tin
PT Lautan Harmonis Sejahtera
INDONESIA
CID002870
Tin
PT Menara Cipta Mulia
INDONESIA
CID002835
Tin
PT Mitra Stania Prima
INDONESIA
CID001453
Tin
PT Prima Timah Utama
INDONESIA
CID001458
Tin
PT Refined Bangka Tin
INDONESIA
CID001460
Tin
PT Sariwiguna Binasentosa
INDONESIA
CID001463
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
Rui Da Hung
TAIWAN, PROVINCE OF CHINA
CID001539
Tin
Thaisarco
THAILAND
CID001898
Tin
VQB Mineral and Trading Group JSC
VIET NAM
CID002015
Tin
White Solder Metalurgia e Mineração Ltda.
BRAZIL
CID002036
Tin
Yunnan Tin Company Limited
CHINA
CID002180
Tungsten
A.L.M.T. TUNGSTEN Corp.
JAPAN
CID000004
Tungsten
Chenzhou Diamond Tungsten Products Co., Ltd.
CHINA
CID002513
Tungsten
Chongyi Zhangyuan Tungsten Co., Ltd.
CHINA
CID000258
Tungsten
Ganzhou Huaxing Tungsten Products Co., Ltd.
CHINA
CID000875
Tungsten
Ganzhou Seadragon W & Mo Co., Ltd.
CHINA
CID002494

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Tungsten
Global Tungsten & Powders Corp.
UNITED STATES OF AMERICA
CID000568
Tungsten
H.C. Starck GmbH
GERMANY
CID002541
Tungsten
Hunan Chunchang Nonferrous Metals Co., Ltd.
CHINA
CID000769
Tungsten
Japan New Metals Co., Ltd.
JAPAN
CID000825
Tungsten
Jiangxi Gan Bei Tungsten Co., Ltd.
CHINA
CID002321
Tungsten
Kennametal Huntsville
UNITED STATES OF AMERICA
CID000105
Tungsten
Tejing (Vietnam) Tungsten Co., Ltd.
VIET NAM
CID001889
Tungsten
Xiamen Tungsten (H.C.) Co., Ltd.
CHINA
CID002320
Tungsten
Xiamen Tungsten Co., Ltd.
CHINA
CID002082



The Company does not have sufficient information to determine the country of origin of the Conflict Minerals in the Covered Products.
Section 5 - Future Risk Mitigation and Efforts to Enhance Due Diligence
As we move toward enhancing our due diligence program, we intend to take the following steps to continue to mitigate any possible risk that the necessary Conflict Minerals in the Covered Products could benefit armed groups in the Covered Countries:
i.
Enhance supplier communication, training and escalation process to improve due diligence data accuracy and completion.
ii.Continue to influence additional smelters to obtain Conflict Free status throughout our supply chain, where possible.
Where practicable, the Company will work with suppliers who are sourcing from non-Conflict Free smelters to move towards using Conflict Free smelters, within a reasonable time frame. The time frame will be dependent on the criticality of the specific part and the availability of alternative suppliers.


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