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, 2017 to December 31, 2017
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, 2017 to December 31, 2017.
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 3TG 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 2017.
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.
Section 2 - Reasonable Country of Origin Inquiry
The Company has conducted a reasonable country of origin inquiry regarding the 3TG 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 3TG originated in the Covered Countries and whether any of the 3TG came from recycled or scrap sources.

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In conducting the reasonable country of origin inquiry, the Company utilized the conflict minerals reporting template developed by the Responsible Business Alliance (RBA) and the Global e-Sustainability Initiative (GeSI) (the “Conflict Minerals 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 3TG. In this regard, the Company does not purchase 3TG directly from mines, smelters or refiners. The Company must therefore rely on its suppliers to provide information regarding the origin of 3TG that are included in the Covered Products. Moreover, the Company believes that the smelters and refiners of the 3TG are best situated to identify the sources of 3TG, and therefore has taken steps to identify the applicable smelters and refiners of 3TG 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 3TG 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.
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:

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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.
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.As in previous years, we conducted a survey of the Company's active suppliers using the Conflict Minerals Reporting Template. The Conflict Minerals 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 Conflict Minerals Reporting Template has been widely adopted by many companies in their due diligence processes related to 3TG.
b.Survey Responses - For the reporting year beginning January 1, 2017 and ending December 31, 2017, the Company surveyed its entire known component and outsourced manufacturing supply chain and identified only one active supplier. The Company received a survey response from this supplier that accounts for 100% of the total purchases from the supplier during the period beginning January 1, 2017 and ending December 31, 2017. The Company also maintains a database of 39 survey responses that have been collected during the 60 month period beginning on January 1, 2013 and ending on December 31, 2017. The Company uses its database of 39 supplier responses to assess 3TG purchased in the current reporting period, as well as 3TG purchased in prior reporting periods, that have been used to manufacture goods shipped to customers. A copy of the declared sources of 3TG for the current reporting period has been included as part of this filing. The declared sources represent a summary of all available information.


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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.
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 one direct supplier for our products that is within the scope of our due diligence process for this reporting period. For this supplier, we received its response to our request for information. We have relied on this supplier’s response to provide us with information about the source of 3TG contained in the components supplied to us during this reporting period. Our direct supplier is similarly reliant upon information provided by its suppliers.
7.
Designing and Implementing a Strategy To Identify and Respond to Supply Chain Risk
As a part of its regular due diligence processes, the Company follows up with its suppliers in order to secure complete responses regarding both the use, and the supply and chain of custody, of any 3TG 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 3TG. We do rely upon industry efforts to influence smelters and refineries to be audited and certified through an independent third-party audit 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 3TG.

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Section 4 - Product Categorization and Results of Due Diligence
Based on the information that was provided by the Company’s supplier 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 3TG contained in the Covered Products included the smelters and refiners listed below:
Metal
 Smelter or Refiner Name
 
Country
CFSI I.D. Number
Certified as “conflict free” from an independent third-party audit program
Tin
CV United Smelting
 
INDONESIA
CID000315
*
Tin
MSC
 
MALAYSIA
CID001105
*
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
 
BOLIVA
CID001337
*
Tin
PT Bukit Timah
 
INDONESIA
CID001428
*
Tin
PT Stanindo Inti Perkasa
 
INDONESIA
CID001468
*
Tin
PT Timah (Persero) Tbk Kundur
 
INDONESIA
CID001477
*
Tin
PT Timah (Persero) Tbk Mentok
 
INDONESIA
CID001482
*
Tin
Thaisarco
 
THAILAND
CID001898
*
Tin
H.C. Starck GmbH Goslar
 
GERMANY
CID002545
 
Tantalum
Mitsui Mining and Smelting Co., Ltd.
 
JAPAN
CID001192
 
Tantalum
Taki Chemical Co., Ltd.
 
JAPAN
CID001869
 
Tantalum
Jiujiang Tanbre Co., Ltd.
 
CHINA
CID000917
 
Tantalum
Conghua Tantalum and Niobium Smeltery
 
CHINA
CID000291
 
Tantalum
Ningxia Orient Tantalum Industry Co., Ltd.
 
JAPAN
CID001277
 
Tantalum
Global Advanced Metals Boyertown
 
UNITED STATES OF AMERICA
CID002557
 
Tantalum
F&X Electro-Materials Ltd.
 
CHINA
CID000460
 
Tantalum
H.C. Starck Inc.
 
UNITED STATES OF AMERICA
CID002548
 
Tantalum
Mitsubishi Materials Corporation
 
JAPAN
CID001191
 
Tin
Thaisarco
 
THAILAND
CID001898
 
Tin
PT Timah (Persero) Tbk Mentok
 
INDONESIA
CID001482
 
Tin
Minsur
 
PERU
CID001182
 
Tin
CV United Smelting
 
INDONESIA
CID000315
 
Tin
PT Bukit Timah
 
INDONESIA
CID001428
 
Tin
Malaysia Smelting Corporation (MSC)
 
MALAYSIA
CID001105
 
Tin
EM Vinto
 
BOLIVA
CID000438
 
Tin
Metallo-Chimique N.V.
 
BELGIUM
CID002773
 
Tin
Mineração Taboca S.A.
 
BRAZIL
CID001173
 
Tin
Operaciones Metalurgical S.A.
 
BOLIVIA
CID001337
 
Tin
Yunnan Tin Company Limited
 
CHINA
CID002180
 
Tin
PT Timah (Persero) Tbk Kundur
 
INDONESIA
CID001477
 
Tin
Gejiu Non-Ferrous Metal Processing Co., Ltd.
 
CHINA
CID000538
 

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Tin
PT Refined Bangka Tin
 
INDONESIA
CID001460
 
Tin
PT Stanindo Inti Perkasa
 
INDONESIA
CID001468
 
Tin
Cooperativa Metalurgica de Rondônia Ltda.
 
BRAZIL
CID000295
 
Tin
Alpha
 
UNITED STATES OF AMERICA
CID000292
 
Tin
Tanaka Kikinzoku Kogyo K.K.
 
JAPAN
CID001875
 
Gold
Mitsubishi Materials Corporation
 
JAPAN
CID001188
 
Gold
Asahi Refining USA Inc.
 
UNITED STATES OF AMERICA
CID000920
 
Gold
Matsuda Sangyo Co., Ltd.
 
JAPAN
CID001119
 
Gold
Nihon Material Co., Ltd.
 
JAPAN
CID001259
 
Gold
Asahi Pretec Corp.
 
JAPAN
CID000082
 
Gold
Heraeus Ltd. Hong Kong
 
CHINA
CID000707
 
Gold
Eco-System Recycling Co., Ltd.
 
JAPAN
CID000425
 
Gold
Ishifuku Metal Industry Co., Ltd.
 
JAPAN
CID000807
 
Gold
JX Nippon Mining & Metals Co., Ltd.
 
JAPAN
CID000937
 
Gold
Mitsui Mining and Smelting Co., Ltd.
 
JAPAN
CID001193
 
Gold
Sumitomo Metal Mining Co., Ltd.
 
JAPAN
CID001798
 
Gold
Dowa
 
JAPAN
CID000401
 
Gold
Western Australian Mint trading as The Perth Mint
 
AUSTRALIA
CID002030
 
Gold
Metalor Technologies S.A.
 
SWITZERLAND
CID001153
 
Gold
Kojima Chemicals Co., Ltd.
 
JAPAN
CID000981
 
Gold
Tokuriki Honten Co., Ltd.
 
JAPAN
CID001938
 
Gold
Aida Chemical Industries Co., Ltd.
 
JAPAN
CID000019
 
Gold
LS-NIKKO Copper Inc.
 
KOREA
CID001078
 
Gold
Global Tungsten & Powders Corp.
 
UNITED STATES OF AMERICA
CID000568
 
Tungsten
H.C. Starck GmbH
 
GERMANY
CID002541
 
Tungsten
Chenzhou Diamond Tungsten Products Co., Ltd.
 
CHINA
CID002513
 
Tungsten
Xiamen Tungsten Co., Ltd.
 
CHINA
CID002082
 
Tungsten
Ganzhou Huaxing Tungsten Products Co., Ltd.
 
CHINA
CID000875
 
Tungsten
Hunan Chunchang Nonferrous Metals Co., Ltd.
 
CHINA
CID000769
 
Tungsten
Xiamen Tungsten (H.C.) Co., Ltd.
 
CHINA
CID002320
 
Tungsten
A.L.M.T. TUNGSTEN Corp.
 
JAPAN
CID000004
 
Tungsten
Kennametal Huntsville
 
UNITED STATES OF AMERICA
CID000105
 
Tungsten
Chongyi Zhangyuan Tungsten Co., Ltd.
 
CHINA
CID000258
 

The Company does not have sufficient information to determine the country of origin of the 3TG in the Covered Products.


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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 3TG 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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