Exhibit 1.01
Exhibit 1.01 to GigPeak (formerly GigOptix) Form SD for the reporting period from January 1 to December 31, 2015
Conflict Minerals Report
Design of Conflict Minerals Program - Our conflict minerals program is in conformity with the Organisation for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, Second Edition, and related Supplements on Tin, Tantalum and Tungsten and on Gold (collectively, “OECD Guidance”), specifically as it relates to our position in the minerals supply chain as a “downstream” purchaser. Summarized below are the design components of our conflict minerals program as they relate to the five-step framework set forth in the OECD Guidance.
| I. | Establish strong company management systems |
| a. | Operate an internal “Conflict Minerals” team led by our Corporate Quality Department to implement our Conflict Minerals Sourcing Policy, which is posted on our website at www.gigpeak.com. Regularly review such implementation efforts with our Chief Executive Officer (“CEO”) and senior management. |
| b. | Implement a supply chain system of controls and transparency through the use of due diligence tools created by the Conflict-Free Sourcing Initiative (“CFSI”) which includes the Conflict Minerals Reporting Template (“CMRT”), a supply chain survey designed to identify the smelters and refiners that process the necessary conflict minerals contained in our product. |
| c. | Incorporate requirements related to conflict minerals in our standard template for supplier approval process so that current and future suppliers are obligated to comply with our policies on conflict minerals, including participation in a supply chain survey and related due diligence activities. |
| d. | Incorporate requirements related to conflict minerals in our standard template for supplier approval process so that current and future suppliers are obligated to comply with our policies on conflict minerals, including participation in a supply chain survey and related due diligence activities. |
| e. | Maintain records relating to our conflict minerals program in accordance with our record retention guidelines. |
| f. | Enable employees and suppliers to report any concerns relating to our conflict minerals program. |
| II. | Identify and assess risks in our supply chain |
| a. | Identify direct suppliers that supply products to GigPeak that may contain conflict minerals. |
| b. | Conduct a supply chain survey using the CMRT, requesting direct suppliers to identify smelters and refiners and country of origin of the conflict minerals in products they supply to GigPeak. |
| c. | Contact direct suppliers that do not respond to the supply chain survey by a specified date, requesting their responses. |
| d. | Compare smelters and refiners identified by the supply chain survey against the list of facilities that have received a “conflict free” designation from the Conflict Free Smelter Program (“CFSP”) or other independent third party audit program, which designations provide country of origin and due diligence information on the conflict minerals sourced by such facilities. |
| e. | Document country of origin information for the smelters and refiners identified by the supply chain survey. |
| III. | Design and implement a strategy to respond to identified risks |
| a. | Design and adopt a risk management plan that includes due diligence reviews of suppliers, smelters and refiners that may be sourcing or processing conflict minerals from the Covered Countries which may not be from recycled or scrap sources |
| b. | Implement a risk mitigation response plan to monitor and track suppliers, smelters and refiners identified as not meeting the requirements set forth in our Conflict Minerals Sourcing Policy or contractual requirements to determine their progress in meeting those requirements. |
| c. | Perform risk mitigation efforts to bring suppliers into conformity with our Conflict Minerals Sourcing Policy and contractual requirements, which efforts may include working with direct suppliers to consider an alternative source for the necessary conflict minerals. |
| d. | Provide progress reports to our CEO and senior management summarizing our risk mitigation efforts. |
| e. | When required by the Rule, obtain an independent private sector audit of this Report. |
| IV. | Support the development and implementation of independent third party audits of smelters’ and refiners’ sourcing |
| a. | Support development and implementation of due diligence practices and tools such as the CMRT through encouraging use of the tool throughout the supply chain. |
| b. | Support third party audits of supply chain by using the Smelter and Refiner lists as an integral part of our reporting. |
| V. | Report on supply chain due diligence |
| a. | Publicly communicate our Conflict Minerals Sourcing Policy on our company website at www.GigPeak.com |
| b. | Report annually on our supply chain due diligence activities by publicly filing with the SEC. |
Due Diligence
In October of 2012, GigPeak adopted the tools of the Electronic Industry Citizenship Coalition, Incorporated and Global e-Sustainability Initiative (EICC-GeSI) for conflict minerals. Our Conflict Minerals Policy was established and published on our company website at www.gigpeak.com.
GigPeak implemented the requirement on our entire supply chain to use the EICC-GeSI template to identify smelter and mining source information for the tin, tantalum, tungsten and gold in the items supplied to GigPeak. This information is required regardless of whether the supplier is subject to the SEC requirements directly.
We sent 92 letters to our entire Approved Vendors List (AVL) requesting the completed EICC-GeSI template in 2012. We learned that the conflict mineral reporting process does not apply to many of our vendors that provide services such as test or packaging that does not involve supplying any metals. We ended up with 58 responses which we combined into our company level reporting. We used this report, compiled in template Version 1 of the EICC-GeSI Conflict Minerals Reporting template, to respond to our customers which requested information from us.
In June of 2013, GigPeak updated to template Version 2.02. Version 2.02 enabled the EICC Smelter ID for most smelters to be readily available. This Smelter ID enables GigPeak to readily determine which smelters are “active” in the EICC-GeSI Conflict-Free Smelter Program (CFSP) and which ones are compliant Conflict-Free Smelters.
Active Smelters & Refiners
Smelters and refiners are identified as Active in the Conflict-Free Smelter Program once they submit a signed Agreement for the Exchange of Confidential Information (AECI) and Auditee Agreement contracts. If a smelter or refiner that has been identified as Active is deemed by the CFSP to not be progressing toward an audit, gap closure, or re-audit for more than 90 days, that smelter or refiner will be removed from the Active list. A company that is unresponsive for 45 days will be removed from the Active list.
Conflict-Free Smelters and Refiners
These lists includes the names, locations and links to conflict minerals policies of all smelters or refiners that are compliant with the relevant Conflict-Free Smelter Program assessment protocols. There is a separate list for tantalum, tin and tungsten smelters and gold refiners.
In December of 2013, when requested by customers, GigPeak segregated reporting at the product line level for our HX product line.
In January 2014, GigPeak began a complete recycle of the entire process to prepare for the SEC filing of the 2013 reporting period results. We assembled a team to review the entire AVL, categorize vendors that supply metals and identify vendors by GigPeak product line. This categorization enabled us to provide complete EICC-GeSI Conflict Minerals Reporting templates to our customers by product line.
100% of the 45 GigPeak vendors that supply metal responded with completed EICC-GeSI templates by March 2014. GigPeak compiled all inputs into a company level template using EICC-GeSI Conflict Minerals Reporting template Version 2.03a.
As a result of our due diligence prior to 2015, GigPeak found no DRC conflict minerals in the supply chain, but less than 100% of the smelters and refiners were deemed compliant with the relevant Conflict-Free Smelter Program assessment protocols by the EICC-GeSI.
January 2015 began a new cycle for GigPeak to prepare for the SEC filing of the 2014 reporting period results. Building off of our prior experience, we assembled the team to again review the AVL. We eliminated 9 vendors from our list as we did not source from them in 2014. 100% of the 36 GigPeak vendors that supply metal responded with completed EICC-GeSI templates. GigPeak compiled all inputs into a company level template using EICC-GeSI Conflict Minerals Reporting template Version 3.02. Upgrading to the latest EICC-GeSI template version (Version 3.02) provided us with the most current information on compliant smelters. Again we categorized by product line enabling us to provide complete EICC-GeSI Conflict Minerals Reporting templates by product line to our customers that request our information.
As a result of our due diligence conducted in 2015, GigPeak found no DRC conflict minerals in the supply chain, but less than 100% of the smelters and refiners were deemed compliant with the relevant Conflict-Free Smelter Program assessment protocols by the EICC-GeSI.
Our 2016 process for the SEC filing of the 2015 period kicked off in February with the annual AVL review. We identified 37 vendors that supplied metal for our products during 2015. 100% of the identified vendors responded with completed EICC-GeSI templates.
During our due diligence conducted in 2016, GigPeak has found no DRC conflict minerals in the supply chain, but less than 100% of the smelters and refiners have been deemed compliant with the relevant Conflict-Free Smelter Program assessment protocols by the EICC-GeSI.
On April 5, 2016, we acquired Magnum Semiconductor, Inc. (“Magnum”), which is outside the period covered by this report. Magnum will be included in next year’s Conflict Minerals due diligence efforts as set forth in the Future Due Diligence Section below.
Product Description
Since conflict minerals are necessary to the functionality or production of our products, and less than 100% of the smelters and refiners have been deemed compliant, we are required to provide a description of these products, the facilities used to process the necessary conflict minerals in those products, if known, the country of origin of the necessary conflict mineral in those products, if known, and the efforts to determine the mine or location of origin with the greatest possible specificity.
During this reporting period, we identified the following products that may contain necessary conflict minerals:
| · | 40Gb/s, 100Gb/s and 400Gb/s Drivers and TIAs for fiber-optic telecommunications and data-communications networks. |
| · | High performance MMIC solutions that enable next generation wireless microwave systems up to 90GHz. |
| · | Custom ASIC and Structured ASIC products. |
Facilities, country of origin and efforts to determine the mine or location of origin with the greatest possible specificity:
GigPeak required all of our supply chain to report all smelter and mining source information for the tin, tantalum, tungsten and gold in the items supplied to GigPeak. Since we have a multi-tiered supply chain, this required our vendors to flow the requirement through the chain until each smelter or refiner was identified.
Table 1 Facilities which, to the extent known, processed the necessary conflict minerals in GigPeak products.
| Metal | Smelter or Refinery Name |
| Gold | Aida Chemical Industries Co., Ltd. |
| Gold | Allgemeine Gold-und Silberscheideanstalt A.G. |
| Gold | AngloGold Ashanti Córrego do Sítio Mineração |
| Gold | Argor-Heraeus S.A. |
| Gold | Asahi Pretec Corp. |
| Gold | Asaka Riken Co., Ltd. |
| Gold | Atasay Kuyumculuk Sanayi Ve Ticaret A.S. |
| Gold | Aurubis AG |
| Gold | Bangko Sentral ng Pilipinas (Central Bank of the Philippines) |
| Gold | Boliden AB |
| Gold | C. Hafner GmbH + Co. KG |
| Gold | CCR Refinery - Glencore Canada Corporation |
| Gold | Chimet S.p.A. |
| Gold | Dowa |
| Gold | Eco-System Recycling Co., Ltd. |
| Gold | Heimerle + Meule GmbH |
| Gold | Heraeus Ltd. Hong Kong |
| Gold | Heraeus Precious Metals GmbH & Co. KG |
| Gold | Inner Mongolia Qiankun Gold and Silver Refinery Share Co., Ltd. |
| Gold | Ishifuku Metal Industry Co., Ltd. |
| Gold | Istanbul Gold Refinery |
| Gold | Asahi Refining USA Inc. |
| Gold | Asahi Refining Canada Ltd. |
| Gold | JX Nippon Mining & Metals Co., Ltd. |
| Gold | Kennecott Utah Copper LLC |
| Gold | Kojima Chemicals Co., Ltd. |
| Gold | LS-NIKKO Copper Inc. |
| Gold | Materion |
| Gold | Matsuda Sangyo Co., Ltd. |
| Gold | Metalor Technologies (Hong Kong) Ltd. |
| Gold | Metalor Technologies S.A. |
| Gold | Metalor USA Refining Corporation |
| Gold | Metalúrgica Met-Mex Peñoles S.A. De C.V. |
| Gold | Mitsubishi Materials Corporation |
| Gold | Mitsui Mining and Smelting Co., Ltd. |
| Gold | Nadir Metal Rafineri San. Ve Tic. A.Ş. |
| Gold | Navoi Mining and Metallurgical Combinat |
| Gold | Nihon Material Co., Ltd. |
| Gold | Elemetal Refining, LLC |
| Gold | Ohura Precious Metal Industry Co., Ltd. |
| Gold | PAMP S.A. |
| Gold | Rand Refinery (Pty) Ltd. |
| Gold | Royal Canadian Mint |
| Gold | Samduck Precious Metals |
| Gold | SEMPSA Joyería Platería S.A. |
| Gold | Shandong Zhaojin Gold & Silver Refinery Co., Ltd. |
| Gold | Solar Applied Materials Technology Corp. |
| Gold | Sumitomo Metal Mining Co., Ltd. |
| Gold | Tanaka Kikinzoku Kogyo K.K. |
| Gold | The Refinery of Shandong Gold Mining Co., Ltd. |
| Gold | Tokuriki Honten Co., Ltd. |
| Gold | Umicore S.A. Business Unit Precious Metals Refining |
| Gold | United Precious Metal Refining, Inc. |
| Gold | Valcambi S.A. |
| Gold | Western Australian Mint trading as The Perth Mint |
| Gold | Yamamoto Precious Metal Co., Ltd. |
| Gold | Yokohama Metal Co., Ltd. |
| Gold | Zhongyuan Gold Smelter of Zhongjin Gold Corporation |
| Gold | Zijin Mining Group Co., Ltd. Gold Refinery |
| Gold | Umicore Precious Metals Thailand |
| Gold | Faggi Enrico S.p.A. |
| Gold | Republic Metals Corporation |
| Gold | Ögussa Österreichische Gold- und Silber-Scheideanstalt GmbH |
| Tantalum | Changsha South Tantalum Niobium Co., Ltd. |
| Tantalum | Conghua Tantalum and Niobium Smeltry |
| Tantalum | Duoluoshan |
| Tantalum | Exotech Inc. |
| Tantalum | F&X Electro-Materials Ltd. |
| Tantalum | Guangdong Zhiyuan New Material Co., Ltd. |
| Tantalum | Hi-Temp Specialty Metals, Inc. |
| Tantalum | JiuJiang JinXin Nonferrous Metals Co., Ltd. |
| Tantalum | Jiujiang Tanbre Co., Ltd. |
| Tantalum | LSM Brasil S.A. |
| Tantalum | Mineração Taboca S.A. |
| Tantalum | Mitsui Mining & Smelting |
| Tantalum | Molycorp Silmet A.S. |
| Tantalum | Ningxia Orient Tantalum Industry Co., Ltd. |
| Tantalum | Solikamsk Magnesium Works OAO |
| Tantalum | Taki Chemicals |
| Tantalum | Telex Metals |
| Tantalum | Ulba Metallurgical Plant JSC |
| Tantalum | Zhuzhou Cemented Carbide |
| Tantalum | Hengyang King Xing Lifeng New Materials Co., Ltd. |
| Tantalum | Plansee SE Liezen |
| Tantalum | H.C. Starck Co., Ltd. |
| Tantalum | H.C. Starck GmbH Goslar |
| Tantalum | H.C. Starck GmbH Laufenburg |
| Tantalum | H.C. Starck Hermsdorf GmbH |
| Tantalum | H.C. Starck Inc. |
| Tantalum | H.C. Starck Ltd. |
| Tantalum | H.C. Starck Smelting GmbH & Co. KG |
| Tantalum | Plansee SE Reutte |
| Tantalum | Global Advanced Metals Boyertown |
| Tantalum | Global Advanced Metals Aizu |
| Tin | Jiangxi Ketai Advanced Material Co., Ltd. |
| Tin | Alpha |
| Tin | Cooperativa Metalurgica de Rondônia Ltda. |
| Tin | CV Gita Pesona |
| Tin | PT Justindo |
| Tin | PT Aries Kencana Sejahtera |
| Tin | CV Serumpun Sebalai |
| Tin | CV United Smelting |
| Tin | Dowa |
| Tin | EM Vinto |
| Tin | Fenix Metals |
| Tin | Gejiu Non-Ferrous Metal Processing Co., Ltd. |
| Tin | Gejiu Kai Meng Industry and Trade LLC |
| Tin | China Tin Group Co., Ltd. |
| Tin | Malaysia Smelting Corporation (MSC) |
| Tin | Metallic Resources, Inc. |
| Tin | Mineração Taboca S.A. |
| Tin | Minsur |
| Tin | Mitsubishi Materials Corporation |
| Tin | O.M. Manufacturing (Thailand) Co., Ltd. |
| Tin | Operaciones Metalurgical S.A. |
| Tin | PT Artha Cipta Langgeng |
| Tin | PT Babel Inti Perkasa |
| Tin | PT Bangka Putra Karya |
| Tin | PT Bangka Tin Industry |
| Tin | PT Belitung Industri Sejahtera |
| Tin | PT BilliTin Makmur Lestari |
| Tin | PT Bukit Timah |
| Tin | PT DS Jaya Abadi |
| Tin | PT Eunindo Usaha Mandiri |
| Tin | PT Mitra Stania Prima |
| Tin | PT Panca Mega Persada |
| Tin | PT Prima Timah Utama |
| Tin | PT Refined Bangka Tin |
| Tin | PT Sariwiguna Binasentosa |
| Tin | PT Stanindo Inti Perkasa |
| Tin | PT Timah (Persero) Tbk Kundur |
| Tin | PT Timah (Persero) Tbk Mentok |
| Tin | PT Tinindo Inter Nusa |
| Tin | Rui Da Hung |
| Tin | Soft Metais Ltda. |
| Tin | Thaisarco |
| Tin | VQB Mineral and Trading Group JSC |
| Tin | White Solder Metalurgia e Mineração Ltda. |
| Tin | Yunnan Chengfeng Non-ferrous Metals Co., Ltd. |
| Tin | Yunnan Tin Company Limited |
| Tin | CV Venus Inti Perkasa |
| Tin | Magnu's Minerais Metais e Ligas Ltda. |
| Tin | PT Wahana Perkit Jaya |
| Tin | Melt Metais e Ligas S.A. |
| Tin | PT ATD Makmur Mandiri Jaya |
| Tin | Phoenix Metal Ltd. |
| Tin | O.M. Manufacturing Philippines, Inc. |
| Tin | PT Inti Stania Prima |
| Tin | CV Ayi Jaya |
| Tin | Electro-Mechanical Facility of the Cao Bang Minerals & Metallurgy Joint Stock Company |
| Tin | Nghe Tinh Non-Ferrous Metals Joint Stock Company |
| Tin | Tuyen Quang Non-Ferrous Metals Joint Stock Company |
| Tin | PT Cipta Persada Mulia |
| Tin | An Vinh Joint Stock Mineral Processing Company |
| Tin | Resind Indústria e Comércio Ltda. |
| Tin | Metallo-Chimique N.V. |
| Tin | Elmet S.L.U. |
| Tin | PT Bangka Prima Tin |
| Tungsten | A.L.M.T. TUNGSTEN Corp. |
| Tungsten | Kennametal Huntsville |
| Tungsten | Guangdong Xianglu Tungsten Co., Ltd. |
| Tungsten | Chongyi Zhangyuan Tungsten Co., Ltd. |
| Tungsten | Fujian Jinxin Tungsten Co., Ltd. |
| Tungsten | Global Tungsten & Powders Corp. |
| Tungsten | Hunan Chunchang Nonferrous Metals Co., Ltd. |
| Tungsten | Japan New Metals Co., Ltd. |
| Tungsten | Ganzhou Non-ferrous Metals Smelting Co., Ltd. |
| Tungsten | Ganzhou Huaxing Tungsten Products Co., Ltd. |
| Tungsten | Kennametal Fallon |
| Tungsten | Tejing (Vietnam) Tungsten Co., Ltd. |
| Tungsten | Wolfram Bergbau und Hütten AG |
| Tungsten | Xiamen Tungsten Co., Ltd. |
| Tungsten | Ganzhou Jiangwu Ferrotungsten Co., Ltd. |
| Tungsten | Jiangxi Yaosheng Tungsten Co., Ltd. |
| Tungsten | Jiangxi Xinsheng Tungsten Industry Co., Ltd. |
| Tungsten | Xiamen Tungsten (H.C.) Co., Ltd. |
| Tungsten | Ganzhou Seadragon W & Mo Co., Ltd. |
| Tungsten | Chenzhou Diamond Tungsten Products Co., Ltd. |
| Tungsten | Pobedit, JSC |
| Tungsten | H.C. Starck GmbH |
| Tungsten | H.C. Starck Smelting GmbH & Co.KG |
| Tungsten | Nui Phao H.C. Starck Tungsten Chemicals Manufacturing LLC |
| Tungsten | Hunan Chuangda Vanadium Tungsten Co., Ltd. Wuji |
| Tungsten | Niagara Refining LLC |
| Tungsten | Honeywell Electronic Materials, Inc |
Countries of origin of the conflict minerals these facilities process are believed to include: Australia, Banka Island, Bolivia, Brazil, Brazil, Canada, China, Ethiopia, Germany, India, Indonesia, Japan, Kazakhstan, Kuala Lumpur, Malaysia, Mexico, Mozambique, Namibia, Peru, Russia, Rwanda, Sierra Leone, Thailand, USA, Zimbabwe.
Future Due Diligence Measures
During the reporting period for the calendar year ending December 31, 2016, we are continuing to engage in the activities described above in “Design of Conflict Minerals Program” and “Due Diligence.” In our efforts to attain a conflict-free supply chain for our products, we intend to continue to contact our suppliers and require our entire supply chain to identify smelter and mining source information for the tin, tantalum, tungsten and gold in the items supplied to GigPeak. As disclosed above, for the 2016 reporting period, we will survey the individual vendors of Magnum, which was acquired by us on April 5th, 2016, that are supplying metal for our products, including those resulting from the acquisition of Magnum.
