REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
four ordinary shares |
* |
Not for trading, but only in connection with the listing on the Nasdaq Global Select Market of American Depositary Shares, or ADSs, each representing four ordinary shares. |
☒ | Accelerated filer | ☐ | ||||
Non-accelerated filer |
☐ | Emerging growth company |
International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ |
Other ☐ |
• | “ADRs” are to the American depositary receipts that evidence our ADSs; |
• | “ADSs” are to our American depositary shares, each of which represents four of our ordinary shares; |
• | “CAGR” is to compound annual growth rate; |
• | “China” or “PRC” are to the People’s Republic of China, excluding the special administrative regions of Hong Kong and Macau; |
• | “Korea” is to the Republic of Korea, or South Korea; |
• | “Nasdaq” is to the Nasdaq Global Select Stock Market; |
• | “NT dollar,” “NT dollars” or “NT$” are to New Taiwan dollars, the legal currency of Taiwan; |
• | “ROC” or “Taiwan” are to the Republic of China, the official name of Taiwan; |
• | “shares” or “ordinary shares” are to our ordinary shares, with a par value US$0.01 per share; |
• | “U.S. GAAP” is to generally accepted accounting principles in the United States; |
• | “U.S. dollar,” “U.S. dollars” or “US$” are to United States dollars, the legal currency of the United States; and |
• | “we,” “us,” “our company,” “our,” “SMTC” and “Silicon Motion” are to Silicon Motion Technology Corporation and its subsidiaries. |
I TEM 1. |
I DENTITY OF DIRECTORS , SENIOR MANAGEMENT AND ADVISERS |
I TEM 2. |
O FFER STATISTICS AND EXPECTED TIMETABLE |
I TEM 3. |
K EY INFORMATION |
A. |
[Reserved] |
B. |
Capitalization and Indebtedness |
C. |
Reasons for the Offer and Use of Proceeds |
D. |
Risk Factors |
• | Our results of operations are subject to substantial quarterly and annual fluctuations due to a number of factors that could adversely affect our business and the price of our ADSs. |
• | The COVID-19 pandemic continues to impact our business and could materially adversely affect our financial condition and results of operations. |
• | We are subject to the cyclical nature of the semiconductor industry, which has been subject to significant fluctuations. |
• | Inflation and inflationary pressures could have an adverse effect on our business, financial condition, results of operations and cash flows. |
• | We are subject to order and shipment uncertainties and our results of operations could be materially adversely affected if we are unable to accurately forecast customer demand. |
• | The demand for our products depends in part on the market conditions in the industries into which they are sold. Fluctuations in demand for our products or a market decline in any of these industries could have a material adverse effect on our results of operations. |
• | We may pursue acquisitions, investments and dispositions, which could adversely affect our results of operations. |
• | We depend on a few large customers for a significant portion of our revenues and a loss of some of these customers would result in the loss of a significant portion of our revenues. |
• | NAND industry cyclicality could adversely affect our growth and profitability. |
• | If we fail to accurately anticipate and respond to market trends or fail to develop and introduce new or enhanced products to address these trends on a timely basis, our ability to attract and retain customers could be impaired and our competitive position could be harmed. |
• | Our gross margin and results of operations may be adversely affected in the future by a number of factors, including decreases in average selling prices of products over time, increased raw material costs and shifts in our product mix. |
• | Our solid state drive, or SSD, solutions product performance could continue to adversely affect our results of operations. |
• | The loss of any of our key personnel or the failure to attract or retain specialized technical and management personnel could impair our ability to grow our business. |
• | We rely on independent semiconductor foundries and subcontractors for the fabrication, assembly and testing of our integrated circuits, and any limitation of their available capacity to us or failure to fulfill our orders satisfactorily could damage our relationships with our customers, decrease our sales or limit our ability to grow our business. |
• | Failure to protect our intellectual properties or maintain the right to certain other technologies may negatively affect our ability to compete. |
• | Failure to successfully defend against intellectual property lawsuits brought against us may adversely affect our business. |
• | Because the markets in which we compete are highly competitive and many of our competitors have greater resources than we have, we cannot be certain that our products will compete favorably in the marketplace. |
• | Our products must meet exacting specifications and undetected defects and failures may occur, which may cause customers to return or stop buying our products and may expose us to product liability risk and risks of indemnification against defects in our products. |
• | Our intellectual property indemnification practices may adversely impact our business. |
• | We are exposed to potential impairment on investments. |
• | Any failure to achieve and maintain effective internal controls could have a material adverse effect on our business, results of operations and the market price of our ADSs. |
• | We are subject to cybersecurity risk. |
• | Our business is subject to various governmental regulations, and compliance with these regulations may cause us to incur significant expense. |
• | Our stock price has been, and may continue to be, volatile, which could result in investors losing all or part of their investments. |
• | There can be no assurance that we will continue to declare cash dividends, if at all, or in any particular amounts. |
• | If we are characterized as a passive foreign investment company, U.S. holders of our ADSs may experience adverse tax consequences. |
• | Our business, financial condition and results of operations could be adversely affected by the political and economic conditions of the countries in which we conduct business and other factors related to our international operations, such as Russia’s invasion of Ukraine. |
• | We operate primarily in regions that are susceptible to natural disasters. |
• | We face substantial risks associated with doing business in Taiwan because of tense regional geopolitical risk with China. |
• | The enactment of legislation implementing changes in taxation of international business activities, the adoption of other tax reform policies or changes in tax legislation or policies could materially impact our financial position and results of operations. |
• | A substantial amount of our stock is held by a small number of large investors and significant sales of our ADSs in the public market by one or more of these holders could cause our stock price to fall. |
• | We are subject to risks associated with the development and construction of our office buildings. |
• | the unpredictable consequences of public health emergencies such as COVID-19, further discussed in the following Risk Factor, and natural or man-made disasters; |
• | business conditions, including downturns in market segments, such as the computing and mobile markets, in which we operate, or in global and regional economies; |
• | the availability and pricing of third-party semiconductor foundry, assembly, packaging and testing services, including their yield, and related raw materials; |
• | significant reduction, changes in timing or cancellation of customer orders; |
• | regional and global inflationary pressures; |
• | changes in our customers’ sales outlook, purchasing patterns and inventory adjustments; |
• | the loss of a design-win or key customer; |
• | competitive and pricing pressures, including new product introductions and other actions taken by competitors; |
• | availability and cost of NAND flash used in our and our customer’s products; |
• | changes in our product mix, especially relating to the sales of our NAND flash controllers and SSD solutions, and their effect on our gross margin; |
• | inventory impairment uncertainties relating to the effects of volatile NAND flash price and excess inventory; |
• | our ability to develop, market and transition to volume production new or enhanced products and in a cost-effective and timely manner; |
• | changes in the timing and number of tape-outs and other significant R&D expenses; |
• | competitive pressure to attract, retain and motivate a highly skilled workforce, including R&D personnel; |
• | intellectual property disputes; and |
• | changes in our effective tax rate. |
• | actual or anticipated variations in our quarterly operating results or those of our competitors, customers, or NAND flash vendors; |
• | actual or anticipated changes in NAND flash supply and demand dynamics; |
• | actual or anticipated changes in our market share or the market share of our competitors; |
• | the commencement or results of litigation; |
• | short selling or other market manipulation activities; |
• | announcements by us, our competitors, our customers, or their other suppliers of new products or technological innovations; |
• | changes in financial estimates or recommendations by securities analysts; |
• | economic and social effects of the COVID-19 virus and the emergence of additional variants to the COVID-19 virus or other pandemics; |
• | the payment or non-payment of cash dividends at the discretion of our board of directors; |
• | the announcement and implementation of share repurchase programs; |
• | announcements by us or our competitors of significant acquisitions, divestitures or partnerships; and |
• | actual or anticipated changes in the global economic or industry outlook. |
• | international economic and political conditions, such as political tensions between countries in which we do business (please also refer to Risk Factors relating to China and Taiwan); |
• | unexpected changes in, or impositions of, legislative or regulatory requirements; |
• | complying with a variety of foreign laws; |
• | differing legal standards with respect to protection of intellectual property and employment practices; |
• | cultural differences in the conduct of business; |
• | inadequate local infrastructure that could result in business disruptions; |
• | trade issues related to export or import restrictions, tariffs, quotas and other trade barriers and restrictions, including those related to the ongoing trade disputes between China and the U.S.; |
• | financial risks such as longer payment cycles and difficulty in collecting accounts receivable; |
• | adverse taxes rules, regulations and penalties; and |
• | other factors beyond our control such as nature disasters, terrorism, civil unrest, war, including Russia’s ongoing invasion of Ukraine, and health emergencies, such as COVID-19. |
I TEM 4. |
I NFORMATION ON THE COMPANY |
Name of Entity |
Jurisdiction of Incorporation | |
Silicon Motion, Inc. | Taiwan | |
Silicon Motion Technology (Macao) Ltd. | Macau | |
Silicon Motion Technology (HK) Ltd. | Hong Kong |
• | the performance, features, quality and price of our products; |
• | the timing and success of new product introductions by us, our customers and our competitors; |
• | emergence, rate of adoption and acceptance of new industry standards; |
• | our ability to obtain adequate foundry capacity at competitive prices; and |
• | the number and nature of our competitors in specific market sub-segments. |
Location |
Primary Use |
Approximate Square Footage | ||
Hsinchu, Taiwan |
Research & development, management & administration | 222,300 | ||
Taipei, Taiwan |
Research & development, sales & marketing | 96,000 | ||
Shanghai, China |
Research & development, sales & marketing | 43,400 | ||
Shenzhen, China |
Sales & marketing | 20,200 | ||
Milpitas, California |
Sales & marketing, management | 13,300 | ||
Others (1) |
Sales & marketing, management | 19,000 |
(1) | Korea, Macau, Hong Kong, Yokohama, Japan, Beijing, Nanjing and Suzhou, China |
I TEM 4A. |
U NRESOLVED STAFF COMMENTS |
I TEM 5. |
O PERATING AND FINANCIAL REVIEW AND PROSPECTS |
• | Total revenue increased by 71% to US$922.1 million from US$539.5 million in the prior year. |
• | Gross profit as a percentage of revenue increased by 1.8% points to 50.0% from 48.2% in the prior year. |
• | Total operating expenses increased by 20% to US$214.9 million from US$179.7 million in the prior year. |
• | Operating profit increased by 206% to US$245.9 million from US$80.5 million in the prior year. |
• | Income tax expense as a percentage of income before income tax increased to 19.1% from 6.8% in the prior year. |
• | Diluted earnings per ADS increased by 151% to US$5.72 from US$2.28 in the prior year. |
Year Ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Currency |
||||||||||||
U.S. dollars |
95 | % | 98 | % | 99 | % | ||||||
Korean won |
1 | % | — | — | ||||||||
Chinese yuan |
4 | % | 2 | % | 1 | % |
• | cost of wafer fabrication; |
• | assembly, testing and shipping costs of our semiconductors; |
• | personnel and equipment costs associated with manufacturing support; |
• | quality assurance; |
• | cost of raw materials; and |
• | write-down of inventory. |
• | the selection of critical accounting policies; and |
• | the judgments and other uncertainties affecting the application of those critical accounting policies. |
Year Ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Net sales |
100.0 | % | 100.0 | % | 100.0 | % | ||||||
Cost of sales |
51.4 | 51.8 | 50.0 | |||||||||
Gross profit |
48.6 | 48.2 | 50.0 | |||||||||
Operating expenses: |
||||||||||||
Research and development |
24.1 | 22.6 | 17.8 | |||||||||
Sales and marketing |
5.5 | 4.6 | 3.1 | |||||||||
General and administrative |
3.9 | 2.9 | 2.4 | |||||||||
Impairment of goodwill and intangible assets |
3.5 | 3.2 | — | |||||||||
Amortization of intangible assets |
0.2 | — | — | |||||||||
Total operating expenses |
37.2 | 33.3 | 23.3 | |||||||||
Operating income |
11.4 | 14.9 | 26.7 | |||||||||
Non-operating income (expenses): |
||||||||||||
Gain from disposal of subsidiary |
2.7 | — | — | |||||||||
Gain from disposal of long-term investments |
0.1 | — | — | |||||||||
Gain from disposal of short-term investments |
0.0 | 0.0 | — | |||||||||
Interest income |
1.5 | 0.9 | 0.1 | |||||||||
Foreign exchange gain (loss), net |
0.0 | 0.1 | 0.0 | |||||||||
Interest expense |
0.0 | 0.0 | 0.0 | |||||||||
Other income (loss), net |
0.0 | 0.0 | 0.0 | |||||||||
Total non-operating income |
4.3 | 1.0 | 0.1 | |||||||||
Income before income taxes |
15.7 | 15.9 | 26.8 | |||||||||
Income tax expense |
1.7 | 1.1 | 5.1 | |||||||||
Net income |
14.0 | % | 14.8 | % | 21.7 | % | ||||||
Years Ended December 31 |
||||||||||||||||||||||||
2020 |
2021 |
|||||||||||||||||||||||
US$ |
% of net sales |
US$ |
% of net sales |
$ change |
% change |
|||||||||||||||||||
(in thousands, except percentage data) |
||||||||||||||||||||||||
Net sales |
||||||||||||||||||||||||
Mobile Storage |
532,682 | 99 | 910,569 | 99 | 377,887 | 71 | ||||||||||||||||||
Others |
6,839 | 1 | 11,531 | 1 | 4,692 | 69 | ||||||||||||||||||
Net sales |
539,521 | 100 | 922,100 | 100 | 382,579 | 71 |
Years Ended December 31 |
||||||||||||||||||||||||
2020 |
2021 |
|||||||||||||||||||||||
US$ |
% of net sales |
US$ |
% of net sales |
$ change |
% change |
|||||||||||||||||||
(in thousands, except percentage data) |
||||||||||||||||||||||||
Gross profit |
260,156 | 48 | 460,795 | 50 | 200,639 | 77 |
Years Ended December 31 |
||||||||||||||||||||||||
2020 |
2021 |
|||||||||||||||||||||||
US$ |
% of net sales |
US$ |
% of net sales |
$ change |
% change |
|||||||||||||||||||
(in thousands, except percentage data) |
||||||||||||||||||||||||
Salary and benefits |
66,674 | 12 | 98,752 | 11 | 32,078 | 48 | ||||||||||||||||||
Stock-based compensation |
10,132 | 2 | 12,864 | 1 | 2,732 | 27 | ||||||||||||||||||
Other research and development |
44,978 | 9 | 52,675 | 6 | 7,697 | 17 | ||||||||||||||||||
Research and development |
121,784 | 23 | 164,291 | 18 | 42,507 | 35 |
Years Ended December 31 |
||||||||||||||||||||||||
2020 |
2021 |
|||||||||||||||||||||||
US$ |
% of net sales |
US$ |
% of net sales |
$ change |
% change |
|||||||||||||||||||
(in thousands, except percentage data) |
||||||||||||||||||||||||
Salary and benefits |
15,599 | 3 | 19,241 | 2 | 3,642 | 23 | ||||||||||||||||||
Stock-based compensation |
1,759 | — | 2,366 | — | 607 | 35 | ||||||||||||||||||
Other sales and marketing |
7,447 | 2 | 7,206 | 1 | (241 | ) | (15 | ) | ||||||||||||||||
Sales and marketing |
24,805 | 5 | 28,813 | 3 | 4,008 | 16 |
Years Ended December 31 |
||||||||||||||||||||||||
2020 |
2021 |
|||||||||||||||||||||||
US$ |
% of net sales |
US$ |
% of net sales |
$ change |
% change |
|||||||||||||||||||
(in thousands, except percentage data) |
||||||||||||||||||||||||
Salary and benefits |
9,445 | 2 | 12,245 | 1 | 2,800 | 30 | ||||||||||||||||||
Stock-based compensation |
2,445 | — | 3,926 | — | 1,481 | 61 | ||||||||||||||||||
Other general and administrative |
3,714 | 1 | 5,651 | 1 | 1,937 | 52 | ||||||||||||||||||
General and administrative |
15,604 | 3 | 21,822 | 2 | 6,218 | 40 |
Years Ended December 31 |
||||||||||||||||||||||||
2020 |
2021 |
|||||||||||||||||||||||
US$ |
% of net sales |
US$ |
% of net sales |
$ change |
% change |
|||||||||||||||||||
(in thousands, except percentage data) |
||||||||||||||||||||||||
Cost of sales |
253 | — | 389 | — | 136 | 54 | ||||||||||||||||||
Research and development |
10,132 | 2 | 12,864 | 1 | 2,732 | 27 | ||||||||||||||||||
Sales and marketing |
1,759 | — | 2,366 | — | 607 | 35 | ||||||||||||||||||
General and administrative |
2,445 | — | 3,926 | — | 1,481 | 61 | ||||||||||||||||||
Total stock-based compensation |
14,589 | 2 | 19,545 | 1 | 4,956 | 34 |
Year Ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
US$ |
US$ |
US$ |
||||||||||
(in thousands) |
||||||||||||
Consolidated Cash Flow Data: |
||||||||||||
Net cash provided by operating activities |
77,695 | 117,229 | 174,698 | |||||||||
Net cash provided by (used in) investing activities |
34,668 | (21,545 | ) | (28,164 | ) | |||||||
Net cash used in financing activities |
(70,260 | ) | (73,914 | ) | (99,735 | ) | ||||||
Depreciation and amortization |
13,213 | 13,562 | 17,160 | |||||||||
Capital expenditures |
(11,015 | ) | (19,545 | ) | (24,657 | ) |
• | Our net income includes substantial non-cash charges, namely US$17.2 million of depreciation and amortization and US$19.5 million of stock-based compensation. |
• | Net working capital increased by US$60.5 million. Inventory increased by US$78.1 million, notes and accounts receivable increased by US$92.7 million, notes and accounts payable increased by US$36.2 million, income tax payable increased by US$37.3 million, and other assets net of other liabilities provided US$36.8 million of cash. |
• | Our net income includes substantial non-cash charges, namely US$13.6 million of depreciation and amortization, US$14.6 million of stock-based compensation and US$17.5 million of impairment of goodwill. |
• | Net working capital increased by US$10.2 million. Inventory increased by US$21.7 million, notes and accounts receivable increased by US$7.1 million, notes and accounts payable increased by US$13.8 million, income tax payable increased by US$4.4 million, and other assets net of other liabilities provided US$0.4 million of cash. |
I TEM 6. |
D IRECTORS , SENIOR MANAGEMENT AND EMPLOYEES |
Name |
Age |
Position | ||||
James Chow |
71 | Chairman of the Board | ||||
Wallace C. Kou |
63 | President, Chief Executive Officer and Managing Director | ||||
Steve Chen |
50 | Director | ||||
Tsung-Ming Chung |
72 | Director | ||||
Lien-Chun Liu |
64 | Director | ||||
Yung-Chien Wang |
59 | Director | ||||
Han-Ping D. Shieh |
68 | Director | ||||
Kenneth Kuan-Ming Lin |
69 | Director | ||||
Riyadh Lai |
53 | Chief Financial Officer | ||||
Nelson Duann |
53 | Senior VP of Marketing & R&D and Director | ||||
Arthur Yeh |
61 | VP of Sales, Asia and Greater China | ||||
Robert Fan |
58 | President of SMI USA | ||||
Ken Chen |
60 | VP of Operations | ||||
Kevin Yeh |
58 | VP of R&D, Algorithm & Technology | ||||
Kevin Tsai |
56 | Senior Director of R&D, System Validation |
• | convening shareholders’ meetings and reporting its work to shareholders at such meetings; |
• | implementing shareholders’ resolutions; |
• | determining our business plans and investment proposals; |
• | formulating our profit distribution plans and loss recovery plans; |
• | determining our debt and finance policies and proposals for the increase or decrease in our registered capital and the issuance of debentures; |
• | formulating our major acquisition and disposition plans, and plans for merger, division or dissolution; |
• | proposing amendments to our amended and restated memorandum and articles of association; and |
• | exercising any other powers conferred by the shareholders’ meetings or under our amended and restated memorandum and articles of association. |
As of December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Management and administration |
120 | 120 | 128 | |||||||||
Operations |
33 | 35 | 43 | |||||||||
Research and development |
880 | 964 | 1065 | |||||||||
Sales and marketing |
204 | 204 | 198 | |||||||||
|
|
|
|
|
|
|||||||
Total |
1,237 | 1,323 | 1,434 | |||||||||
|
|
|
|
|
|
Shares Beneficially Owned |
||||||||
Number |
% |
|||||||
Executive Officers and Directors: |
||||||||
James Chow (1) |
2,021,266 | 1.47 | ||||||
Wallace C. Kou |
1,727,248 | 1.25 | ||||||
Steve Chen |
70,000 | * | ||||||
Tsung-Ming Chung |
100,000 | * | ||||||
Lien-Chun Liu |
254,280 | * | ||||||
Yung-Chien Wang |
834,674 | * | ||||||
Han-Ping D. Shieh |
51,246 | * | ||||||
Kenneth Kuan-Ming Lin |
40,000 | * | ||||||
Riyadh Lai (2) |
1,818,180 | 1.32 | ||||||
Nelson Duann |
40,000 | * | ||||||
Arthur Yeh |
58,524 | * | ||||||
Robert Fan |
58,000 | * | ||||||
Ken Chen (3) |
222,449 | * | ||||||
Kevin Yeh |
60,400 | * | ||||||
Kevin Tsai |
5,600 | * |
* | Less than one percent |
(1) | Represents 2,021,266 shares owned by Mr. Chow. Mr. Chow is the chairman of Concord Consulting Inc. and Concord Financial Co. Ltd. which owned 42,445 and 196,491 shares, respectively. Mr. Chow disclaims any beneficial ownership of these shares. |
(2) | Represents 998,300 shares owned by Mr. Lai and 819,880 shares owned by his spouse. |
(3) | Represents 216,724 shares owned by Mr. Chen and 5,725 shares owned by his spouse. |
I TEM 7. |
M AJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
Identity of person or group |
Number of shares owned |
Percentage Owned (1) |
||||||
ARGA Investment Management, LP and Avula Rama Krishna. |
7,688,452 | (2) |
5.6 | % | ||||
Cardinal Capital Management, LLC. |
7,535,696 | (3) |
5.5 | % |
(1) | Based on 137,745,440 ordinary shares outstanding as of March 31, 2022. |
(2) | ARGA Investment Management, LP and Avula Rama Krishna held 1,922,113 ADSs (representing 7,688,452 ordinary shares), according to a Schedule 13G dated February 11, 2019. |
(3) | Cardinal Capital Management, LLC beneficially owns 1,883,924 ADSs (representing 7,535,696 ordinary shares) according to a Schedule 13G filed February 14, 2022. In its prior Schedule 13G filing from February 17, 2021, Cardinal Capital Management, LLC held 2,428,722 ADSs (representing 9,714,888 ordinary shares). |
I TEM 8. |
F INANCIAL INFORMATION |
I TEM 9. |
T HE OFFER AND LISTING |
Price per ADS (US$) |
||||||||
High |
Low |
|||||||
Annual: |
||||||||
2017 |
55.68 | 37.37 | ||||||
2018 |
61.85 | 31.73 | ||||||
2019 |
50.87 | 30.86 | ||||||
2020 |
53.04 | 26.72 | ||||||
2021 |
96.73 | 46.54 | ||||||
Quarterly: |
||||||||
First Quarter, 2020 |
53.04 | 26.72 | ||||||
Second Quarter, 2020 |
52.46 | 35.11 | ||||||
Third Quarter, 2020 |
50.42 | 35.13 | ||||||
Fourth Quarter, 2020 |
48.39 | 35.16 | ||||||
First Quarter, 2021 |
67.69 | 46.54 | ||||||
Second Quarter, 2021 |
74.10 | 60.00 | ||||||
Third Quarter, 2021 |
81.87 | 58.86 | ||||||
Fourth Quarter, 2021 |
96.73 | 66.06 | ||||||
First Quarter, 2022 |
96.89 | 64.41 | ||||||
Second Quarter, 2022 (1) |
80.00 | 65.03 | ||||||
Monthly |
||||||||
November 2021 |
73.40 | 67.52 | ||||||
December 2021 |
96.73 | 69.25 | ||||||
January 2022 |
96.89 | 76.92 | ||||||
February 2022 |
84.17 | 69.20 | ||||||
March 2022 |
73.80 | 64.41 | ||||||
April 2022 (1) |
80.00 | 65.03 |
(1) | Through April 22, 2022. |
I TEM 10. |
A DDITIONAL INFORMATION |
• | banks and financial institutions; |
• | brokers and dealers in securities or currencies; |
• | insurance companies; |
• | tax-exempt organizations and retirement plans; |
• | grantor trusts; |
• | S corporations; |
• | persons holding ADSs or ordinary shares as part of hedging, conversion, constructive sale, straddle or other integrated transactions; |
• | persons who acquired their ordinary shares upon the exercise of employee stock options or otherwise as compensation; |
• | persons who have elected the mark-to-market |
• | persons who own 10% or more of our ADSs or shares; |
• | real estate investment trusts or regulated investment companies; |
• | U.S. persons whose “functional currency” is not the U.S. dollar; |
• | certain former citizens or long-term residents of the United States; and |
• | Non-U.S. Holders (as defined below). |
• | a citizen or resident individual of the United States; |
• | a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States, any state thereof, or the District of Columbia; |
• | an estate the income of which is subject to U.S. federal income taxation, regardless of its source; or |
• | a trust if it is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. |
• | a foreign corporation that is eligible for the benefits of a comprehensive income tax treaty with the United States that includes an exchange of information program; or |
• | a foreign corporation if its stock with respect to which a dividend is paid or its ADSs backed by such stock are readily tradable on an established securities market within the United States. |
• | no law which is enacted in the Cayman Islands imposing any tax to be levied on profits or income or gains or appreciation applies to us or our operations; and |
• | the aforesaid tax or any tax in the nature of estate duty or inheritance tax are not payable on our ordinary shares, debentures or other obligations. |
I TEM 11. |
Q UANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
I TEM 12. |
D ESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
I TEM 13. |
D EFAULTS , DIVIDEND ARREARAGES AND DELINQUENCIES |
I TEM 14. |
M ATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
I TEM 15. |
C ONTROLS AND PROCEDURES |
I TEM 16A. |
A UDIT COMMITTEE FINANCIAL EXPERT |
I TEM 16B. |
C ODE OF ETHICS |
I TEM 16C. |
P RINCIPAL ACCOUNTANT FEES AND SERVICES |
2020 |
2021 |
|||||||
US$ |
US$ |
|||||||
(in thousands) |
||||||||
Audit Fees (1) |
887 | 881 | ||||||
Audit-Related Fees (2) |
— | — | ||||||
Tax Fees (3) |
190 | 198 | ||||||
All Other Fees (4) |
— | — | ||||||
Total |
1,077 | 1,079 |
(1) | Audit Fees |
advice provided on audit and accounting matters that arise during, or as a result of, the audits or the reviews of interim financial statements, audit procedures related to reviews of offering documents, registration statements and issuance of comfort letters. |
(2) | Audit-Related Fees |
(3) | Tax Fees |
(4) | All other fees |
I TEM 16D. |
E XEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES |
I TEM 16E. |
P URCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
Period |
Total Number of ADS Purchased (thousands) |
Average Price Paid Per ADS (In US$) |
Total Amount of ADS Purchased as Part of Publicly Announced Plan (In US$ million) |
Dollar Value of ADS That Yet May be Purchased Under Plan (In US$ million) |
||||||||||||
December 2021 |
556 | $ | 89.87 | $ | 50 | $ | 150 |
I TEM 16F. |
C HANGE IN REGISTRANT ’S CERTIFYING ACCOUNTANT |
I TEM 16G. |
C ORPORATE GOVERNANCE |
I TEM 16H. |
M INE SAFETY DISCLOSURE . |
I TEM 16I. |
D ISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS . |
I TEM 17. |
F INANCIAL STATEMENTS |
I TEM 18. |
F INANCIAL STATEMENTS |
I TEM 19. |
E XHIBITS |