UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM SD

Specialized Disclosure Report

 

SPX Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 1-6948

(State or other jurisdiction of incorporation) (Commission File Number)

 

6325 Ardrey Kell Road, Suite 400, Charlotte, North Carolina 28277

(Address of principal executive offices) (Zip Code)

 

John W. Nurkin (980) 474-3804

(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:

 

x   Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2023.

 

¨    Rule 13q-1 under the Securities Exchange Act (17 CFR 240.13q-1) for the fiscal year ended ________.

 

 

 

 

 

 

Section 1 – Conflict Minerals Disclosure

 

Item 1.01 Conflict Minerals Disclosure and Report

 

Conflict Minerals Disclosure

 

SPX Technologies, Inc. (“SPX” or the “Company”) is filing this Form SD pursuant to Rule 13p-1 under the Securities Exchange Act of 1934, as amended, for the reporting period from January 1, 2023 to December 31, 2023 (the “Reporting Period”). Under Securities and Exchange Commission (“SEC”) regulations, if any “conflict minerals” (as defined below) are necessary to the functionality or production of a product manufactured by the Company or contracted by the Company to be manufactured, the Company must conduct in good faith a reasonable country of origin inquiry (“RCOI”) regarding those “conflict minerals” that is reasonably designed to determine whether any of the “conflict minerals” originated in the Covered Countries (as defined below) or are from recycled or scrap sources. Form SD defines “conflict minerals” as (i) columbite-tantalite (coltan), cassiterite, gold, wolframite, and their derivatives, which are currently limited to tantalum, tin, and tungsten; or (ii) any other mineral or its derivatives determined by the U.S. Secretary of State to be financing conflict in the Democratic Republic of the Congo or an “adjoining country,” as such term is defined in Form SD, which we collectively refer to as the “Covered Countries”.

 

The Company’s operations may at times manufacture, or contract to manufacture, products for which conflict minerals are necessary to the functionality or production of those products. As required by SEC’s conflict minerals rule, the Company has conducted a good faith RCOI regarding conflict minerals included in the Company’s products during the Reporting Period to determine whether any such conflict minerals originated in the Covered Countries and/or whether any of the conflict minerals were from recycled or scrap sources. Where applicable, the Company has conducted additional due diligence within the meaning of the SEC’s conflict minerals rule. The results of SPX’s RCOI, as well as the Company’s additional due diligence regarding the sources of conflict minerals, are contained in the Company’s Conflict Minerals Report, filed herewith as Exhibit 1.01, and publicly available on the Company’s website at www.spx.com. The content on, or accessible through, our website or any website referred to in this Form SD is not, and shall not be deemed to be, part of this Form SD or incorporated into this or any other filings SPX makes with the SEC unless expressly noted.

 

Item 1.02 Exhibit

 

As specified in Section 2 of Form SD, the Company is hereby filing its Conflict Minerals Report as Exhibit 1.01 to this Form SD.

 

Section 3 – Exhibits

 

Item 3.01 Exhibits

 

The following exhibit is filed as part of this Form SD.

 

Exhibit Number Description

 

1.01SPX Technologies, Inc. Conflict Minerals Report for reporting period January 1, 2023 to December 31, 2023

 

2 

 

 

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.

 

SPX TECHNOLOGIES, INC.  
(Registrant)  
     
By: /s/ John W. Nurkin Date: May 28, 2024
John W. Nurkin  
Vice President, General Counsel and Secretary  

 

3 

 

Exhibit 1.01

 

SPX Technologies, Inc.

Conflict Minerals Report

Reporting Period: January 1, 2023 – December 31, 2023

 

This Conflict Minerals Report (this “Report”) of SPX Corporation (“SPX,” “Company,” “we,” “us,” or “our”) for the reporting period from January 1, 2023 to December 31, 2023 (the “Reporting Period”) has been prepared pursuant to Rule 13p-1 and Form SD promulgated under the Securities Exchange Act of 1934, as amended.

 

Forward-looking statements contained in this Report are made based on events and circumstances known by us at the time of release and, as such, are inherently subject to unforeseen uncertainties and risks. Statements in this Report which express a belief, expectation, or intention, as well as those that are not historical fact, are forward-looking statements, including statements related to the Company’s business, products, compliance efforts, and expected actions identified in this Report. These forward-looking statements are subject to various risks, uncertainties, and assumptions, including, among other matters, our customers’ requirements to use certain suppliers, our suppliers’ responsiveness and cooperation with our due diligence efforts, our ability to implement improvements in our conflict minerals program, changes to the sourcing status of smelters and refiners in our supply chain, and our ability to identify and mitigate related risks in our supply chain. If one or more of these or other risks materialize, actual results may vary materially from those expressed. For a more complete discussion of these and other risk factors, see our Annual Report on Form 10-K for the year ended December 31, 2023 and subsequent Forms 10-Q filed with the Securities and Exchange Commission (“SEC”). The Company makes these statements as of the date of this disclosure, and undertakes no obligation to update them unless otherwise required by law.

 

Under SEC regulations, if any “conflict minerals” (as defined below) are necessary to the functionality or production of a product manufactured by the Company or contracted by the Company to be manufactured, the Company must conduct in good faith a reasonable country of origin inquiry (“RCOI”) regarding those “conflict minerals” that is reasonably designed to determine whether any of the “conflict minerals” originated in the Covered Countries (as defined below) or are from recycled or scrap sources. Form SD defines “conflict minerals” as (i) columbite-tantalite (coltan), cassiterite, gold, wolframite, and their derivatives, which are currently limited to tantalum, tin, and tungsten; or (ii) any other mineral or its derivatives determined by the U.S. Secretary of State to be financing conflict in the Democratic Republic of the Congo or an “adjoining country,” as such term is defined in Form SD, (collectively, the “Covered Countries”).

 

The Company’s operations may at times manufacture, or contract to manufacture, products for which conflict minerals are necessary to the functionality or production of those products. As required by SEC’s conflict minerals rule, the Company has conducted a good faith RCOI regarding conflict minerals included in the Company’s products during the Reporting Period to determine whether any such conflict minerals originated in the Covered Countries and/or whether any of the conflict minerals were from recycled or scrap sources. Where applicable, the Company has conducted additional due diligence within the meaning of the SEC’s conflict minerals rule. The results of SPX’s RCOI, as well as the Company’s additional due diligence regarding the sources of conflict minerals, are contained in this Report.

 

This Report is publically available on our website at www.spx.com. The content on, or accessible through, our website or any website referred to in this Report is not, and shall not be deemed to be, part of this Report or incorporated into this or any other filings SPX makes with the SEC unless expressly noted.

 

Company Overview and Product Description

 

SPX Technologies, Inc., through its subsidiaries, is a supplier of highly engineered products and technologies, holding leadership positions in the HVAC and detection and measurement markets. Based in Charlotte, North Carolina, SPX Corporation had over $1.7 billion in revenue in the year ended December 31, 2023 and more than 4,100 employees in 15 countries.

 

1 

 

 

The Company’s operations may at times manufacture, or contract to manufacture, products for which conflict minerals are necessary to the functionality or production of those products (collectively, the “products”). Certain of the products contain materials or components that use metallic forms of tin, tantalum, tungsten, and/or gold (“subject minerals”). For the Reporting Period, the Company reasonably determined that the following product groups contain subject minerals:

 

  · Dry cooling systems;
  · Evaporative and hybrid cooling systems;
  · Rotating and stationary heat exchangers; pollution control systems;
  · Boilers and water heaters;
  · Heating and ventilation products;
  · Air blowers and exhaust systems;
  · Industrial refrigeration products;
  · Spectrum monitoring and signal monitoring systems;
  · Obstruction lighting;
  · Marine and aviation Aids to navigation products;

  · Tactical datalinks and radio frequency (“RF”) countermeasures;
  · Fare collection systems;
  · Portable cable and pipe locators; and
  · Pipeline inspection and rehabilitation equipment.
  · Ground penetrating radar products and robotics used in underground utilities

 

The due diligence efforts noted below were undertaken on the products manufactured by us in the Reporting Period.

 

Reasonable Country of Origin Inquiry

 

SPX conducted a good faith RCOI regarding the potential inclusion of conflict minerals in the products during the Reporting Period. There is significant overlap between the Company’s RCOI efforts and the due diligence measures performed. Although some of our products contain subject minerals, we typically do not purchase raw materials directly from mines, smelters, or refiners and we are many steps removed in the supply chain from the sources of ore from which these metals are produced and the smelters/refiners that process those ores. Accordingly, we rely on direct suppliers in the supply chain between us and the original sources of raw materials to provide information regarding the origin of any conflict minerals that may be included in the products.

 

We have taken steps to identify the applicable smelters and refiners of such subject minerals metals in our supply chain. However, as a downstream purchaser of components and materials that contain subject minerals, our RCOI and due diligence measures can provide only reasonable - not absolute - assurance regarding the source and chain of custody of the conflict minerals. The Company’s RCOI and due diligence processes are based on the necessity of seeking data from direct suppliers and those suppliers seeking similar information within their supply chains to identify the original sources of the subject minerals contained in components and materials supplied to us. Another complicating factor is the unavailability of country of origin and chain of custody information from direct suppliers on a continuous, real-time basis. The Company’s available sources of information may yield inaccurate or incomplete information and may be subject to fraud. The Company engaged Source Intelligence, a third-party consultant with expertise in supplier engagement, to assist the Company in its RCOI.

 

The Company began its RCOI by identifying product families and commodities that may contain subject minerals. Using information derived from the Company’s procurement systems, supplemented by information supplied by personnel in the Company’s business units supply chain, SPX identified direct suppliers of components and materials that may contain subject minerals.

 

2 

 

 

Direct suppliers were provided information by the Company describing its Conflict Minerals Compliance Program (the “CMCP”) requirements and identifying Source Intelligence as the Company’s third-party consultant assisting in the process. The third-party consultant sent direct suppliers additional information with respect to the CMCP, including an educational tool to facilitate a deeper understanding of the program and why information was being requested. We requested that each of these identified direct suppliers complete a survey utilizing the Conflict-Free Sourcing Initiative’s Conflict Minerals Reporting Template (“CMRT”). Suppliers were offered two options to submit the required information, either by uploading the CMRT in Microsoft Excel format or by completing an online survey version of this template directly in the third-party consultant’s platform. This survey, among other things, solicited information regarding the location and identity of smelters and refiners. Suppliers that did not promptly complete a survey were contacted in accordance with an escalating protocol by our third-party consultant and, if still not responding, by us in efforts to get all direct suppliers to complete the survey.

 

Suppliers were asked to provide information regarding the sourcing of their materials with the ultimate goal of identifying the smelters or refiners of the conflict minerals and associated mine countries of origin. Suppliers who had already performed a RCOI through the use of the CMRT were asked to upload this document into the third-party consultant’s platform or to provide this information in the online survey version. Where a supplier was unable to provide a CMRT, the third-party consultant requested information on its suppliers of products or components which may require conflict minerals for their production or functionality. These Tier 2 suppliers, and subsequent tiers of suppliers as needed, were then engaged following the contact procedures explained above. When contact information was provided, Tier 2 and beyond suppliers were contacted via email in order to build a chain-of-custody back to the smelter or refiner. Suppliers were given the ability to share information at a level with which they were most comfortable, i.e. company, product or user-defined, but the declaration scope was required to be specified.

 

Supplier responses were evaluated for plausibility, consistency, and gaps. If any of the following “quality control” flags were raised, suppliers were contacted and requested to provide clarification:

 

·One or more smelter or refiners (“SORs”) were listed for an unused metal;

·SOR information was not provided for a used metal, or SOR information provided was not a verified metal processor;

·Supplier answered “yes” to sourcing from the Democratic Republic of the Congo or adjoining countries, but none of the SORs listed are known to source from the region;

·Supplier indicated that they have not received conflict minerals data for each metal from all relevant suppliers;

·Supplier indicated they have not identified all of the SORs used for the products included in the declaration scope;

·Supplier indicated they have not provided all applicable SOR information received; and

·Supplier indicated 100% of the conflict minerals for products covered by the declaration originates from scrap/recycled sources, but one or more SORs listed are not known to be exclusive recyclers.

 

A total of 239 Tier 1 suppliers were identified as in-scope for conflict mineral regulatory purposes and contacted as part of the RCOI process conducted by Source Intelligence. The response rate among these suppliers was 78%. Of these responding suppliers, 65% indicated one or more of the subject conflict minerals as necessary to the functionality or production of the products they supply to SPX. Using the information collected from the surveys completed by these direct suppliers, and Source Intelligence’s smelter/refiner database, we determined certain of the subject minerals used in such products may have originated from the Covered Countries. As such, we proceeded to exercise due diligence.

 

Due Diligence Framework and Measures

 

We designed our due diligence framework to materially conform to applicable portions of the OECD (2016), OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas: Third Edition, OECD Publishing, Paris. http://dx.doi.org/10.1787/9789264252479-en (“OECD Guidelines”).

 

3 

 

 

In accordance with applicable portions of the OECD Guidance for downstream companies such as the Company, the due diligence measures we performed include, but are not limited to, the following:

 

·Reporting to senior management regarding the structure of our conflict minerals program.

·Reporting to senior management on direct suppliers’ responses to our conflict minerals information requests.

·Communicating our policy on conflict minerals to direct suppliers.

·Communicating the commitments and requirements expected of our direct suppliers, supported by, when appropriate, email and phone dialogues.

·Comparing smelters and refiners identified by our direct suppliers to the lists of validated conflict free and verified facilities and conducting independent research.

·Including contractual terms and conditions regarding procurement practices that encourage our direct suppliers to purchase raw materials from smelters / refiners which have achieved a compliant designation by the Responsible Minerals Assurance Process (“RMAP”) of the Responsible Minerals Initiative (the “RMI”) or have an audit program with which RMI has mutual recognition.

·Consideration of developing a risk mitigation plan that allows for continued trade with a supplier as appropriate through the supplier’s risk mitigation efforts and evaluating the business relationship with suppliers that do not address the risks.

 

Due Diligence Results

 

We utilized the CMRT to solicit our relevant direct suppliers to gather detailed information regarding the existence of subject minerals in materials or components sold to us, as well as the origin and chain of custody of the subject minerals. We compared the list of SORs identified to us by suppliers with those included in lists of validated conflict free and verified facilities: the RMAP, the London Bullion Market Association Good Delivery Program and the Responsible Jewellery Council Chain-of-Custody Certification. If the SOR is not certified by these internationally-recognized schemes, Source Intelligence attempted to contact the SOR to gain more information about their sourcing practices, including countries of origin and transfer, and whether there are any internal due diligence procedures in place or other processes the SORs takes to track the chain-of-custody on the source of its mineral ores. Relevant information includes: whether the SOR has a documented, effective and communicated conflict-free policy, an accounting system to support a mass balance of materials processed, and traceability documentation. Internet research was also performed to determine whether there are any outside sources of information regarding the SOR’s sourcing practices.

 

To date information received from direct suppliers was inconclusive in indicating that subject minerals in our supply chain directly or indirectly financed or benefitted armed groups in the Covered Countries; even so, based on the information provided by these suppliers and our own due diligence efforts for the Reporting Period, we do not have sufficient information to conclusively determine the countries of origin or chain of custody of subject minerals in the products. Some suppliers disclosed to us that scrap/recycled sources of subject minerals were identified in their supply chains and did not require due diligence.

 

Based on the information provided by these suppliers and information available from RMI and the other sources identified above, SPX believes the smelters and refiners and the countries of origin of subject minerals processed by these smelters and refiners that may have been used to produce subject minerals used in the products include those listed on Annexes A and B.

 

In addition, based on our due diligence certain potential smelters/refiners listed by our direct suppliers were omitted from this Report because the verification status for the smelter/refiner was inconclusive for a variety of reasons. These reasons include, without limitation, that a direct supplier listed the smelter/refiner for processing a metal the smelter/refiner it is not known to process; that RMI determined the smelter/refiner no longer meets the definition of a smelter or refiner; that RMI determined the company listed as a smelter/refiner does not smelt or refine, or exclusively recycles subject minerals; that RMI has retired the parent or group level smelter/refiner; that RMI determined the smelter/refiner does not meets the definition of a smelter/refiner; or otherwise our due diligence was inconclusive with regard to the entity.

 

4 

 

 

Additional Due Diligence and Risk Mitigation

 

SPX intends to continue to evaluate its due diligence program, and, in particular, intends to periodically review the criteria used to select suppliers for solicitation. We expect to continue to engage with our direct suppliers so that they more closely comply with SPX’s conflict minerals policy and are able to track the sourcing of conflict minerals with greater precision. To that end, the Company expects to continue outreach efforts among the direct supplier base, particularly with respect to direct suppliers that have not previously conducted business with the Company and with respect to direct suppliers that are unable to provide greater transparency as to their own sourcing practices.

 

Independent Audit Report

 

Consistent with Rule 13p-1 and the SEC’s April 29, 2014 statement* relating to Rule 13p-1, this Report is not required to be accompanied by an independent private sector audit.

 

 

* Statement on the Effect of the Court of Appeals Decision on the Conflict Minerals Rule, Keith F. Higgins, Director, SEC Division of Corporation Finance, April 29, 2014. 

 

5 

 

 

Annexes

 

The information in the below tables, Annexes A and B, have been gathered and transmitted through multiple levels of our supply chain, and there is a risk that it is not accurate or current. In most cases, direct suppliers provided smelter and/or refiner information and therefore any country of origin data related to such smelter and/or refiner for their entire supply chain without identifying which smelters and/or refiners may have contributed conflict minerals to components and materials actually supplied to us. Accordingly, we cannot verify that any of the smelters and/or refiners or country of origin data shown in these tables actually were part of our supply chain. The presence of a smelter or refiner in this table does not necessarily mean that conflict minerals processed at that smelter or refiner were used in any components and materials supplied to us or in any SPX products.

 

6 

 

 

Annex A

 

Below is a list of the smelters/refiners collected as a result of our due diligence activities:

 

Subject
Mineral

Name of Smelter/Refiner†

 

Status*

Gold 8853 S.p.A.   Not certified
Gold ABC Refinery Pty Ltd.   Not certified
Gold Abington Reldan Metals, LLC   RMAP
Gold Advanced Chemical Company   RMAP-Active
Gold African Gold Refinery   Not certified
Gold Aida Chemical Industries Co., Ltd.   RMAP
Gold Agosi AG   LBMA, RJC, RMAP
Gold Al Etihad Gold Refinery DMCC   Not certified
Gold Albino Mountinho Lda.   Not certified
Gold Alexy Metals   Not certified
Gold Almalyk Mining and Metallurgical Complex (AMMC)   LBMA, RMAP
Gold AngloGold Ashanti Corrego do Sitio Mineracao   LBMA, RMAP
Gold Argor-Heraeus S.A.   LBMA, RMAP
Gold Asahi Pretec Corp.   LBMA, RMAP
Gold Asahi Refining Canada Ltd.   LBMA, RMAP
Gold Asahi Refining USA Inc.   LBMA, RMAP
Gold Asaka Riken Co., Ltd.   RMAP
Gold Atasay Kuyumculuk Sanayi Ve Ticaret A.S.   Not certified
Gold AU Traders and Refiners   Not certified
Gold Augmont Enterprises Private Limited   RMAP-Active
Gold Aurubis AG   LBMA, RMAP
Gold Bangalore Refinery   RMAP-Active
Gold Bangko Sentral ng Pilipinas (Central Bank of the Philippines)   LBMA, RMAP
Gold Boliden AB   LBMA, RMAP
Gold C. Hafner GmbH + Co. KG   LBMA, RJC, RMAP
Gold Caridad   Not certified
Gold CCR Refinery - Glencore Canada Corporation   LBMA, RMAP
Gold Cendres + Metaux S.A.   Not certified
Gold CGR Metalloys Pvt Ltd.   Not certified
Gold Chimet S.p.A.   LBMA, RMAP
Gold Chugai Mining   RMAP
Gold Coimpa Industrial LTDA   RMAP
Gold Daye Non-Ferrous Metals Mining Ltd.   Not certified
Gold Degussa Sonne / Mond Goldhandel GmbH   Not certified
Gold Dijllah Gold Refinery FZC   Not certified

 

A-1 

 

 

Subject
Mineral

Name of Smelter/Refiner†

 

Status*

Gold Dongwu Gold Group   Not certified
Gold Dowa   RMAP
Gold DSC (Do Sung Corporation)   RMAP
Gold Eco-System Recycling Co., Ltd. East Plant   RMAP
Gold Eco-System Recycling Co., Ltd. North Plant   RMAP
Gold Eco-System Recycling Co., Ltd. West Plant   RMAP
Gold Emerald Jewel Industry India Limited (Unit 1)   Not Certified
Gold Emerald Jewel Industry India Limited (Unit 2)   Not Certified
Gold Emerald Jewel Industry India Limited (Unit 3)   Not Certified
Gold Emerald Jewel Industry India Limited (Unit 4)   Not Certified
Gold Emirates Gold DMCC   Not certified
Gold Fidelity Printers and Refiners Ltd.   Not certified
Gold Fujairah Gold FZC   Not certified
Gold Geib Refining Corporation   Not certified
Gold GG Refinery Ltd.   RMAP-Active
Gold GGC Gujrat Gold Centre Pvt. Ltd.   RMAP-Active
Gold Gold by Gold Colombia   RMAP
Gold Gold Coast Refinery   Not certified
Gold Gold Refinery of Zijin Mining Group Co., Ltd.   LBMA, RMAP
Gold Great Wall Precious Metals Co., Ltd. of CBPM   LBMA
Gold Guangdong Jinding Gold Limited   Not certified
Gold Guoda Safina High-Tech Environmental Refinery Co., Ltd.   Not certified
Gold Hangzhou Fuchunjiang Smelting Co., Ltd.   Not certified
Gold Heimerle + Meule GmbH   LBMA, RMAP
Gold Heraeus Germany GmbH Co. KG   RMAP
Gold Heraeus Metals Hong Kong Ltd.   LBMA, RJC, RMAP
Gold Hunan Chenzhou Mining Co., Ltd.   Not certified
Gold Hunan Guiyang yinxing Nonferrous Smelting Co., Ltd.   Not certified
Gold HwaSeong CJ CO., LTD.   Not certified
Gold Industrial Refining Company   Not certified
Gold Inner Mongolia Qiankun Gold and Silver Refinery Share Co., Ltd.   LBMA, RMAP
Gold International Precious Metal Refiners   Not certified
Gold Ishifuku Metal Industry Co., Ltd.   LBMA, RMAP
Gold Istanbul Gold Refinery   LBMA, RMAP
Gold Italpreziosi   RJC, RMAP
Gold JALAN & Company   Not certified
Gold Japan Mint   LBMA, RMAP
Gold Jiangxi Copper Co., Ltd.   LBMA, RMAP
Gold JSC Ekaterinburg Non-Ferrous Metal Processing Plant   Not certified

 

A-2 

 

 

Subject
Mineral

Name of Smelter/Refiner†

 

Status*

Gold JSC Novosibirsk Refinery   Not certified
Gold JSC Uralelectromed   Not certified
Gold JX Nippon Mining & Metals Co., Ltd.   LBMA, RMAP
Gold K.A. Rasmussen   Not certified
Gold Kaloti Precious Metals   Not certified
Gold Kazakhmys Smelting LLC   Not certified
Gold Kazzinc   LBMA, RMAP
Gold Kennecott Utah Copper LLC   LBMA, RMAP
Gold KGHM Polska Miedz Spolka Akcyjna   RMAP
Gold Kojima Chemicals Co., Ltd.   RMAP
Gold Korea Zinc Co., Ltd.   RMAP
Gold Kundan Care Products Ltd.   Not certified
Gold Kyrgyzaltyn JSC   Not certified
Gold Kyshtym Copper-Electrolytic Plant ZAO   Not certified
Gold L'azurde Company For Jewelry   Not certified
Gold Lingbao Gold Co., Ltd.   Not certified
Gold Lingbao Jinyuan Tonghui Refinery Co., Ltd.   Not certified
Gold L'Orfebre S.A.   RMAP
Gold LS-NIKKO Copper Inc.   LBMA, RMAP
Gold LT Metal Ltd.   RMAP
Gold Luoyang Zijin Yinhui Gold Refinery Co., Ltd.   Not certified
Gold Marsam Metals   Not certified
Gold Materion   RMAP
Gold Matsuda Sangyo Co., Ltd.   LBMA, RMAP
Gold MD Overseas   Not certified
Gold Metal Concentrators SA (Pty) Ltd.   RMAP
Gold Metallix Refining Inc.   Not certified
Gold Metalor Technologies (Hong Kong) Ltd.   LBMA, RJC, RMAP
Gold Metalor Technologies (Singapore) Pte., Ltd.   LBMA, RJC, RMAP
Gold Metalor Technologies (Suzhou) Ltd.   RJC, RMAP
Gold Metalor Technologies S.A.   LBMA, RJC, RMAP
Gold Metalor USA Refining Corporation   LBMA, RJC, RMAP
Gold Metalurgica Met-Mex Penoles S.A. De C.V.   LBMA, RMAP
Gold Mitsubishi Materials Corporation   LBMA, RMAP
Gold Mitsui Mining and Smelting Co., Ltd.   LBMA, RMAP
Gold MKS PAMP SA   LBMA, RMAP
Gold MMTC-PAMP India Pvt., Ltd.   LBMA, RMAP
Gold Modeltech Sdn Bhd   Not certified
Gold Morris and Watson   Not certified

 

A-3 

 

 

Subject
Mineral

Name of Smelter/Refiner†

 

Status*

Gold Moscow Special Alloys Processing Plant   Not certified
Gold Nadir Metal Rafineri San. Ve Tic. A.S.   LBMA, RMAP
Gold Navoi Mining and Metallurgical Combinat   RMAP
Gold NH Recytech Company   RMAP
Gold Nihon Material Co., Ltd.   LBMA, RMAP
Gold Ogussa Osterreichische Gold- und Silber-Scheideanstalt GmbH   RJC, RMAP
Gold Ohura Precious Metal Industry Co., Ltd.   RMAP
Gold OJSC "The Gulidov Krasnoyarsk Non-Ferrous Metals Plant" (OJSC Krastsvetmet)   Not certified
Gold Pease & Curren   Not certified
Gold Penglai Penggang Gold Industry Co., Ltd.   Not certified
Gold Planta Recuperadora de Metales SpA   RMAP
Gold Prioksky Plant of Non-Ferrous Metals   Not certified
Gold PT Aneka Tambang (Persero) Tbk   LBMA, RMAP
Gold PX Precinox S.A.   LBMA, RMAP
Gold QG Refining, LLC   Not certified
Gold Rand Refinery (Pty) Ltd.   LBMA, RMAP
Gold Refinery of Seemine Gold Co., Ltd.   Not certified
Gold REMONDIS PMR B.V.   RMAP
Gold Royal Canadian Mint   LBMA, RMAP
Gold SAAMP   Not certified
Gold Sabin Metal Corp.   Not certified
Gold Safimet S.p.A   Not certified
Gold SAFINA A.S.   RMAP
Gold Sai Refinery   Not certified
Gold Sam Precious Metals   Not certified
Gold Samduck Precious Metals   Not certified
Gold SAMWON METALS Corp.   Not certified
Gold SEMPSA Joyeria Plateria S.A.   LBMA, RMAP
Gold Shandong Gold Smelting Co., Ltd.   LBMA, RMAP
Gold Shandong Humon Smelting Co., Ltd.   Not certified
Gold Shandong Tiancheng Biological Gold Industrial Co., Ltd.   Not certified
Gold Shandong Zhaojin Gold & Silver Refinery Co., Ltd.   LBMA, RMAP
Gold Shenzhen CuiLu Gold Co., Ltd.   Not certified
Gold Shenzhen Zhonghenglong Real Industry Co., Ltd.   Not certified
Gold Shirpur Gold Refinery Ltd.   Not certified
Gold Sichuan Tianze Precious Metals Co., Ltd.   LBMA, RMAP
Gold Singway Technology Co., Ltd.   Not certified
Gold SOE Shyolkovsky Factory of Secondary Precious Metals   Not certified
Gold Solar Applied Materials Technology Corp.   LBMA, RMAP

 

A-4 

 

 

Subject
Mineral

Name of Smelter/Refiner†

 

Status*

Gold Sovereign Metals   Not certified
Gold State Research Institute Center for Physical Sciences and Technology   Not certified
Gold Sudan Gold Refinery   Not certified
Gold Sumitomo Metal Mining Co., Ltd.   LBMA, RMAP
Gold SungEel HiMetal Co., Ltd.   RMAP
Gold Super Dragon Technology Co., Ltd.   Not certified
Gold T.C.A S.p.A   LBMA, RMAP
Gold Tanaka Kikinzoku Kogyo K.K.   LBMA, RMAP
Gold Tokuriki Honten Co., Ltd.   LBMA, RMAP
Gold Tongling Nonferrous Metals Group Co., Ltd.   Not certified
Gold TOO Tau-Ken-Altyn   RMAP
Gold Torecom   RMAP
Gold Umicore Precious Metals Thailand   Not certified
Gold Umicore S.A. Business Unit Precious Metals Refining   LBMA, RMAP
Gold United Precious Metal Refining, Inc.   RMAP
Gold Valcambi S.A.   LBMA, RJC, RMAP
Gold WEEEREFINING   RMAP
Gold Western Australian Mint (T/a The Perth Mint)   LBMA, RMAP
Gold WIELAND Edelmetalle GmbH   RMAP
Gold Yamakin Co., Ltd.   RMAP
Gold Yokohama Metal Co., Ltd.   RMAP
Gold Yunnan Copper Industry Co., Ltd.   Not certified
Gold Zhongyuan Gold Smelter of Zhongjin Gold Corporation   LBMA, RMAP
Tantalum 5D Production OU   Not certified
Tantalum AMG Brasil   RMAP
Tantalum Changsha South Tantalum Niobium Co., Ltd.   RMAP
Tantalum D Block Metals, LLC   RMAP
Tantalum F&X Electro-Materials Ltd.   RMAP
Tantalum FIR Metals & Resource Ltd.   RMAP
Tantalum Global Advanced Metals Aizu   RMAP
Tantalum Global Advanced Metals Boyertown   RMAP
Tantalum Guangdong Rising Rare Metals-EO Materials Ltd.   RMAP
Tantalum Hengyang King Xing Lifeng New Materials Co., Ltd.   RMAP
Tantalum Jiangxi Dinghai Tantalum & Niobium Co., Ltd.   RMAP
Tantalum Jiangxi Tuohong New Raw Material   RMAP
Tantalum JiuJiang JinXin Nonferrous Metals Co., Ltd.   RMAP
Tantalum Jiujiang Tanbre Co., Ltd.   RMAP
Tantalum Jiujiang Zhongao Tantalum & Niobium Co., Ltd.   RMAP
Tantalum KEMET de Mexico   RMAP
Tantalum Materion Newton Inc.   RMAP
Tantalum Metallurgical Products India Pvt., Ltd.   RMAP

 

A-5 

 

 

Subject
Mineral

Name of Smelter/Refiner†

 

Status*

Tantalum Mineracao Taboca S.A.   RMAP
Tantalum Mitsui Mining and Smelting Co., Ltd.   RMAP
Tantalum Molycorp Silmet A.S.   RMAP
Tantalum Ningxia Orient Tantalum Industry Co., Ltd.   RMAP
Tantalum PowerX Ltd.   RMAP
Tantalum QuantumClean   RMAP
Tantalum Resind Industria e Comercio Ltda.   RMAP
Tantalum RFH Yancheng Jinye New Material Technology Co., Ltd.   RMAP
Tantalum Solikamsk Magnesium Works OAO   Not certified
Tantalum Taki Chemical Co., Ltd.   RMAP
Tantalum TANIOBIS Co., Ltd.   RMAP
Tantalum TANIOBIS GmbH   RMAP
Tantalum TANIOBIS Japan Co., Ltd.   RMAP
Tantalum TANIOBIS Smelting GmbH & Co. KG   RMAP
Tantalum Telex Metals   RMAP
Tantalum Ulba Metallurgical Plant JSC   RMAP
Tantalum XIMEI RESOURCES (GUANGDONG) LIMITED   RMAP
Tantalum XinXing Haorong Electronic Material Co., Ltd.   RMAP
Tantalum Yanling Jincheng Tantalum & Niobium Co., Ltd.   RMAP
Tin Alpha   RMAP
Tin An Vinh Joint Stock Mineral Processing Company   Not certified
Tin Aurubis Beerse   RMP
Tin Chenzhou Yunxiang Mining and Metallurgy Co., Ltd.   RMAP
Tin Chifeng Dajingzi Tin Industry Co., Ltd.   RMAP
Tin China Tin Group Co., Ltd.   RMAP
Tin CRM Fundicao De Metais E Comercio De Equipamentos Eletronicos Do Brasil Ltda   RMAP
Tin CRM Synergies   RMAP
Tin CV Ayi Jaya   RMAP
Tin CV Venus Inti Perkasa   RMAP
Tin Dongguan CiEXPO Environmental Engineering Co., Ltd.   Not certified
Tin Dowa   RMAP
Tin DS Myanmar   RMAP
Tin Electro-Mechanical Facility of the Cao Bang Minerals & Metallurgy Joint Stock Company   Not certified
Tin EM Vinto   RMAP
Tin Estanho de Rondonia S.A.   RMAP
Tin Fabrica Auricchio Industria e Comercio Ltda.   RMAP
Tin Fenix Metals   RMAP
Tin Gejiu City Fuxiang Industry and Trade Co., Ltd.   Not certified
Tin Gejiu Kai Meng Industry and Trade LLC   Not certified
Tin Gejiu Non-Ferrous Metal Processing Co., Ltd.   RMAP

 

A-6 

 

 

Subject
Mineral

Name of Smelter/Refiner†

 

Status*

Tin Gejiu Yunxin Nonferrous Electrolysis Co., Ltd.   Not certified
Tin Gejiu Zili Mining And Metallurgy Co., Ltd.   Not certified
Tin Guangdong Hanhe Non-Ferrous Metal Co., Ltd.   RMAP
Tin HuiChang Hill Tin Industry Co., Ltd.   RMAP
Tin Jiangxi New Nanshan Technology Ltd.   RMAP
Tin Luna Smelter, Ltd.   RMAP
Tin Ma'anshan Weitai Tin Co., Ltd.   Not certified
Tin Magnu's Minerais Metais e Ligas Ltda.   RMAP
Tin Malaysia Smelting Corporation (MSC)   RMAP
Tin Malaysia Smelting Corporation Berhad (Port Klang)   RMAP-Active
Tin Melt Metais e Ligas S.A.   Not certified
Tin Metallic Resources, Inc.   RMAP
Tin Mineracao Taboca S.A.   RMAP
Tin Minsur   RMAP
Tin Mitsubishi Materials Corporation   RMAP
Tin Modeltech Sdn Bhd   Not certified
Tin Nghe Tinh Non-Ferrous Metals Joint Stock Company   Not certified
Tin Novosibirsk Tin Combine   Not certified
Tin O.M. Manufacturing (Thailand) Co., Ltd.   RMAP
Tin O.M. Manufacturing Philippines, Inc.   RMAP
Tin Operaciones Metalurgicas S.A.   RMAP
Tin Pongpipat Company Limited   Not certified
Tin Precious Minerals and Smelting Limited   RMAP-Active
Tin PT Aries Kencana Sejahtera   RMAP
Tin PT Artha Cipta Langgeng   RMAP
Tin PT ATD Makmur Mandiri Jaya   RMAP
Tin PT Babel Inti Perkasa   RMAP
Tin PT Babel Surya Alam Lestari   RMAP
Tin PT Bangka Prima Tin   RMAP
Tin PT Bangka Serumpun   RMAP
Tin PT Bangka Tin Industry   RMAP-Active
Tin PT Belitung Industri Sejahtera   RMAP
Tin PT Bukit Timah   RMAP
Tin PT Cipta Persada Mulia   RMAP
Tin PT Menara Cipta Mulia   RMAP
Tin PT Mitra Stania Prima   RMAP
Tin PT Mitra Sukses Globalindo   RMAP-Active
Tin PT Panca Mega Persada   Not certified
Tin PT Premium Tin Indonesia   RMAP
Tin PT Prima Timah Utama   RMAP
Tin PT Putera Sarana Shakti (PT PSS)   RMAP

 

A-7 

 

 

Subject
Mineral

Name of Smelter/Refiner†

 

Status*

Tin PT Rajawali Rimba Perkasa   RMAP
Tin PT Rajehan Ariq   RMAP
Tin PT Refined Bangka Tin   RMAP
Tin PT Sariwiguna Binasentosa   RMAP
Tin PT Stanindo Inti Perkasa   RMAP
Tin PT Sukses Inti Makmur   RMAP
Tin PT Timah Tbk Kundur   RMAP
Tin PT Timah Tbk Mentok   RMAP
Tin PT Tinindo Inter Nusa   RMAP
Tin PT Tirus Putra Mandiri   Not certified
Tin PT Tommy Utama   RMP
Tin Resind Industria e Comercio Ltda.   RMAP
Tin Rui Da Hung   RMAP
Tin Super Ligas   RMAP-Active
Tin Thaisarco   RMAP
Tin Tin Smelting Branch of Yunnan Tin Co., Ltd.   RMAP
Tin Tin Technology & Refining   RMAP
Tin Tuyen Quang Non-Ferrous Metals Joint Stock Company   Not certified
Tin VQB Mineral and Trading Group JSC   Not certified
Tin White Solder Metalurgia e Mineracao Ltda.   RMAP
Tin Yunnan Chengfeng Non-ferrous Metals Co., Ltd.   RMAP
Tin Yunnan Tin Company Limited   RMAP
Tin Yunnan Yunfan Non-ferrous Metals Co., Ltd.   RMAP
Tungsten A.L.M.T. TUNGSTEN Corp.   RMAP
Tungsten ACL Metais Eireli   Not certified
Tungsten Albasteel Industria e Comercio de Ligas Para Fundicao Ltd.   Not certified
Tungsten Artek LLC   Not certified
Tungsten Asia Tungsten Products Vietnam Ltd.   RMAP
Tungsten China Molybdenum Co., Ltd.   RMAP
Tungsten Chongyi Zhangyuan Tungsten Co., Ltd.   RMAP
Tungsten CNMC (Guangxi) PGMA Co., Ltd.   Not certified
Tungsten Cronimet Brasil Ltda   RMAP
Tungsten DONGKUK INDUSTRIES CO., LTD.   RMAP-Progressing
Tungsten Fujian Xinlu Tungsten Co., Ltd.   RMAP
Tungsten Ganzhou Jiangwu Ferrotungsten Co., Ltd.   RMAP
Tungsten Ganzhou Seadragon W & Mo Co., Ltd.   RMAP
Tungsten Global Tungsten & Powders LLC   RMAP
Tungsten Guangdong Xianglu Tungsten Co., Ltd.   RMAP
Tungsten H.C. Starck Tungsten GmbH   RMAP
Tungsten HANNAE FOR T Co., Ltd.   Not certified
Tungsten Hubei Green Tungsten Co., Ltd.   RMAP

 

A-8 

 

 

Subject
Mineral

Name of Smelter/Refiner†

 

Status*

Tungsten Hunan Chenzhou Mining Co., Ltd.   RMAP
Tungsten Hunan Jintai New Material Co., Ltd.   Not certified
Tungsten Hunan Shizhuyuan Nonferrous Metals Co., Ltd. Chenzhou Tungsten Products Branch   RMAP
Tungsten Hydrometallurg, JSC   Not certified
Tungsten Japan New Metals Co., Ltd.   RMAP
Tungsten Jiangwu H.C. Starck Tungsten Products Co., Ltd.   RMAP
Tungsten Jiangxi Gan Bei Tungsten Co., Ltd.   RMAP
Tungsten Jiangxi Minmetals Gao'an Non-ferrous Metals Co., Ltd.   Not certified
Tungsten Jiangxi Tonggu Non-ferrous Metallurgical & Chemical Co., Ltd.   RMAP
Tungsten Jiangxi Xinsheng Tungsten Industry Co., Ltd.   RMAP
Tungsten Jiangxi Yaosheng Tungsten Co., Ltd.   RMAP
Tungsten JSC "Kirovgrad Hard Alloys Plant"   Not certified
Tungsten Kenee Mining Corporation Vietnam   RMAP-Active
Tungsten Kennametal Fallon   RMAP
Tungsten Kennametal Huntsville   RMAP
Tungsten Lianyou Metals Co., Ltd.   RMAP
Tungsten Lianyou Resources Co., Ltd.   RMAP
Tungsten LLC Vostok   Not certified
Tungsten Malipo Haiyu Tungsten Co., Ltd.   RMAP
Tungsten Masan High-Tech Materials   RMAP
Tungsten Moliren Ltd.   Not certified
Tungsten Nam Viet Cromit Joint Stock Company   Not certified
Tungsten Niagara Refining LLC   RMAP
Tungsten NPP Tyazhmetprom LLC   Not certified
Tungsten OOO “Technolom” 1   Not certified
Tungsten OOO “Technolom” 2   Not certified
Tungsten Philippine Chuangxin Industrial Co., Inc.   RMAP
Tungsten Shinwon Tungsten (Fujian Shanghang) Co., Ltd.   RMAP
Tungsten TANIOBIS Smelting GmbH & Co. KG   RMAP
Tungsten Tungsten Vietnam Joint Stock Company   RMAP
Tungsten Unecha Refractory Metals Plant   Not certified
Tungsten Wolfram Bergbau und Hutten AG   RMAP
Tungsten Xiamen Tungsten (H.C.) Co., Ltd.   RMAP
Tungsten Xiamen Tungsten Co., Ltd.   RMAP
Tungsten YUDU ANSHENG TUNGSTEN CO., LTD.   Not certified

 

_____________________________

Smelter or refiner names as reported by Responsible Minerals Initiative.

 

* Status defined as follows:

1.    Responsible Minerals Assurance Process: Responsible Minerals Initiative

·RMAP: Smelter/refiner has an active certification or is in the process of renewing certification.

·RMAP-Active: Smelter/refiner is actively moving through certification process.

·RMAP-Progressing: Smelter/refiner has agreed to an audit and completion the certification process in two years.

2.    Responsible Gold Certificate: London Bullion Market Association

·LBMA: Smelter/refiner has obtained a Responsible Gold Certification.

3.    Chain of Custody Certificate: Responsible Jewellry Council

·RJC: Smelter/refiner has obtained a Chain-of-Custody Certification.

 

A-9 

 

 

Annex B

 

Below is a list of the mineral country of origin information collected as a result of our due diligence activities:

 

Gold

Tantalum

Tin

Tungsten

Argentina Angola Angola Angola
Armenia Argentina Argentina Argentina
Australia Australia Armenia Australia
Austria Austria Australia Austria
Belgium Belarus Austria Belgium
Bermuda Belgium Belgium Bolivia
Bolivia Bolivia Bolivia Brazil
Brazil Brazil Brazil Burundi
Burundi Burundi Burundi Cambodia
Cambodia Cambodia Cambodia Canada
Canada Canada Canada Central African Republic
Chile Central African Republic Central African Republic Chile
China Chile Chile China
Colombia China China Colombia
Congo (Brazzaville) Colombia Colombia Congo (Brazzaville)
Czech Republic Congo (Brazzaville) Congo (Brazzaville) Czech Republic
Djibouti Czech Republic Czech Republic Djibouti
DRC- Congo (Kinshasa) Djibouti Djibouti DRC- Congo (Kinshasa)
Ecuador DRC- Congo (Kinshasa) DRC- Congo (Kinshasa) Ecuador
Egypt Ecuador Ecuador Egypt
Estonia Egypt Egypt Estonia
Ethiopia Estonia Estonia Ethiopia
Finland Ethiopia Ethiopia France
France France France Germany
Germany Germany Germany Guinea
Ghana Ghana Guyana Guyana
Guinea Guinea Hong Kong Hungary
Guyana Guyana Hungary India
Hong Kong Hungary India Indonesia
Hungary India Indonesia Ireland
India Indonesia Ireland Israel
Indonesia Ireland Israel Ivory Coast
Ireland Israel Ivory Coast Japan
Israel Italy Japan Kazakhstan
Italy Ivory Coast Jersey Korea, Republic of

 

B-1 

 

 

Gold

Tantalum

Tin

Tungsten

Ivory Coast Japan Kazakhstan Laos
Japan Jersey Kenya Luxembourg
Jersey Kazakhstan Korea, Republic of Madagascar
Kazakhstan Kenya Kyrgyzstan Malaysia
Korea, Republic of Korea, Republic of Laos Mexico
Kyrgyzstan Laos Luxembourg Mongolia
Laos Luxembourg Madagascar Mozambique
Luxembourg Madagascar Malaysia Myanmar
Madagascar Malaysia Mexico Namibia
Malaysia Mali Mongolia Netherlands
Mali Mexico Morocco Niger
Mexico Mongolia Mozambique Nigeria
Mongolia Mozambique Myanmar No known country of origin
Mozambique Myanmar Namibia Papua New Guinea
Myanmar Namibia Netherlands Peru
Namibia Netherlands Nigeria Philippines
Netherlands Niger No known country of origin Portugal
New Zealand Nigeria Papua New Guinea Recycle/Scrap
Niger No known country of origin Peru Russian Federation
Nigeria Peru Philippines Rwanda
No known country of origin Philippines Poland Sierra Leone
Papua New Guinea Poland Portugal Singapore
Peru Portugal Recycle/Scrap Slovakia
Philippines Recycle/Scrap Russian Federation South Africa
Poland Russian Federation Rwanda South Sudan
Portugal Rwanda Sierra Leone Spain
Recycle/Scrap Sierra Leone Singapore Suriname
Russian Federation Singapore Slovakia Switzerland
Rwanda Slovakia South Africa Taiwan
Saudi Arabia South Africa South Sudan Tanzania
Sierra Leone South Sudan Spain Thailand
Singapore Spain Suriname Uganda
Slovakia Suriname Sweden United Kingdom
South Africa Switzerland Switzerland United States
Spain Taiwan Taiwan Viet Nam
Suriname Tanzania Tanzania Zambia
Sweden Thailand Thailand Zimbabwe
Switzerland Uganda Turkey  

 

B-2 

 

 

Gold

Tantalum

Tin

Tungsten

Taiwan United Kingdom Uganda  
Tajikistan United States United Kingdom  
Tanzania Viet Nam United States  
Thailand Zambia Uzbekistan  
Turkey Zimbabwe Viet Nam  
United Arab Emirates   Zambia  
United Kingdom   Zimbabwe  
United States      
Uzbekistan      
Viet Nam      
Zambia      
Zimbabwe      

 

B-3