Form SD MALIBU BOATS, INC.

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May 18, 2022 4:07 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

Specialized Disclosure Report

MALIBU BOATS, INC.

(Exact Name of Registrant as specified in its charter)

001-36290

(Commission File Number)

Wayne Wilson, (865) 458-5478

(Name and telephone number, including area code, of the person to contact in connection with this report.)

Delaware

5075 Kimberly Way
Loudon, Tennessee 37774

46-4024640

(State or other jurisdiction of
incorporation or organization)

(Address of principal executive offices,
including zip code)

(I.R.S. Employer
Identification No.)

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;

þ Rule 13p-1 under the Securities Exchange Act (17 CFR240.13p-1) for the reporting period from January 1 to December 31, 2021.

☐ Rule 13p-1 under the Securities Exchange Act (17 CFR240.13p-1) for the fiscal year ended ____________.

Section 1 - Conflict Minerals Disclosure

Item 1.01 Conflict Minerals Disclosure and Report

On May 18, 2022, Malibu Boats, Inc. (the “Company”) filed a Conflict Minerals Report for the reporting period from January 1, 2021 to December 31, 2021 (the "2021 Conflict Minerals Report"), which is referenced in Item 1.02 below, filed as an exhibit to this Form SD. The 2021 Conflict Minerals Report is also publicly available on our website at https://investors.malibuboats.com/financial-information/sec-filings. The Company's reasonable country of origin inquiry and due diligence efforts are described further in the 2021 Conflict Minerals Report and incorporated herein by reference.

Item 1.02 Exhibit

A copy of the Company's 2021 Conflict Minerals Report is filed as Exhibit 1.01 attached to this Form SD.

Section 3 - Exhibits

Item 3.01 Exhibits

The following exhibit is being filed as part of this report:


Exhibit No.						Description

Exhibit 1.01						Conflict Minerals Report as required by Items 1.01 and 1.02 of the Form SD.

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.


						Malibu Boats, Inc.

Date: May 18, 2022						/s/ Wayne Wilson
						Wayne Wilson
						Chief Financial Officer

Exhibit 1.01

Malibu Boats, Inc.

Conflict Minerals Report

For the Year Ended December 31, 2021

Introduction

This Conflict Minerals Report (“CMR”) for the year ended December 31, 2021 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”). The Rule imposes certain reporting obligations on U.S. Securities and Exchange Commission (“SEC”) issuers if they manufacture or contract to manufacture products that contain certain minerals which are necessary to the functionality or production of their products. These minerals are cassiterite, columbite-tantalite (coltan), gold, wolframite, and their derivatives, which are limited to tin, tantalum and tungsten (“3TG” or “Conflict Minerals”). The Rule focuses on 3TG emanating from the Democratic Republic of Congo (“DRC”) region and nine adjoining countries (together, the “Covered Countries”). If an issuer has reason to believe that any of the Conflict Minerals in their supply chain may have originated in the Covered Countries and are not from recycled or scrap sources, or if they are unable to determine the country of origin of those Conflict Minerals, then the issuer must exercise due diligence on the Conflict Minerals’ source and chain of custody and file a CMR as an exhibit to the Form SD with the SEC that includes a description of those due diligence measures.

Company Overview

Malibu Boats, Inc., also referred to as “Malibu Boats”, “we”, “our”, and “us” is a leading designer, manufacturer and marketer of a diverse range of recreational powerboats, including performance sport boats, sterndrive and outboard boats. Our product portfolio of premium brands are used for a broad range of recreational boating activities, including, among others, water sports, general recreational boating and fishing. Our boats are sold under eight brands: Malibu, Axis, Pursuit, Maverick, Cobia, Pathfinder, Hewes, and Cobalt. We manufacture our own boats and components such as trailers, towers and tower accessories. In addition, we contract with other third-party vendors to manufacture other components for installation on our boats, such as electronic controls. Pursuant to our engine marinization initiative, we also purchase engines from General Motors LLC and prepare them for marine use. We also purchase ready to use outboard engines from Yamaha Motor Corporation, U.S.A. for our brands that have outboard models. We determined that Conflict Minerals were necessary to the functionality and/or production of such products during calendar year 2021.

Executive Summary

Malibu Boats does not directly source any Conflict Minerals that may be used in the products we manufacture or contract to manufacture. Therefore we relied upon our suppliers to provide information on the origin of the Conflict Minerals contained in components and materials supplied to us, including sources of Conflict Minerals that are supplied to them from sub-tier suppliers. Malibu Boats performed a Reasonable Country of Origin Inquiry (“RCOI”) on suppliers believed to provide Malibu Boats with materials or components containing necessary 3TGs.

Malibu Boats’ suppliers identified 340 smelters and refineries (“smelters”). Of these 340 smelters, Malibu Boats identified 46 as sourcing (or there was a reason to believe they may be sourcing) from the Covered Countries. Malibu Boats’ due diligence review indicated that 35 of these smelters have been audited and recognized as conflict free by the Responsible Minerals Assurance Process (“RMAP”) and designated as RMAP Conformant by the Responsible Minerals Initiative. One smelter is currently undergoing the process in order to become RMAP Conformant. The remaining ten smelters sourcing from the Covered Countries were subjected to Malibu Boats’ risk mitigation process in accordance 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 (“OECD Due Diligence Guidance”), as described below.

Although we requested information at a product level, many suppliers returned information at a company or division level, not at a product level. Such suppliers were unable to specify the smelters used for components supplied to Malibu Boats. Therefore the information provided was not necessarily limited to smelters contained in components supplied to us and confirmed to be in the Company’s supply chain.

Exhibit 1.01

Company Management Systems

Malibu Boats established strong management systems according to Step 1 of the OECD Due Diligence Guidance. Malibu Boats implemented the following:

◦Step 1A - Adopted, and clearly communicated to suppliers and the public, a company policy for the supply chain of minerals originating from conflict-affected and high-risk areas. Malibu Boats:

▪implemented a conflict minerals policy, which is publicly available at https://investors.malibuboats.com/corporate-governance/governance-documents/; and

▪communicated the policy directly to suppliers as part of the RCOI process.

◦Step 1B - Structured internal management to support supply chain due diligence. Malibu Boats:

▪maintained an internal cross functional team to support supply chain due diligence;

▪appointed a member of the senior staff with the necessary competence, knowledge, and experience to oversee supply chain due diligence; and

▪applied the resources necessary to support the operation and monitoring of these processes including internal resources and external consulting support.

◦Step 1C - Established a system of transparency, information collection and control over the supply chain. Malibu Boats implemented a process to collect required supplier and smelter RCOI and due diligence data.

◦Step 1D - Strengthened company engagement with suppliers. Malibu Boats:

▪engaged directly with suppliers during the RCOI process;

▪reviewed supplier responses as part of the RCOI process;

▪added conflict minerals compliance to new supplier contracts and Malibu Boats’ supplier code of conduct; and

▪implemented a plan to improve the quantity and quality of supplier and smelter responses year over year.

◦Step 1E - Established a company and/or mine level grievance mechanism. Malibu Boats:

▪recognized the RMAP’s three audit protocols for gold, tin/tantalum, and tungsten as valid sources of smelter or mine level grievances; and

▪reviewed Malibu Boats’ ethics violations reporting system to ensure that it allows employees to voice confidentially without any fear of retribution, any concerns with the violations of the Malibu Boats’ conflict minerals policy.

Reasonable Country of Origin Inquiry

Malibu Boats designed its RCOI process in accordance with Steps 2A and 2B of the OECD Due Diligence Guidance. Malibu Boats’ RCOI process involved two stages:

◦Stage 1 - Supplier RCOI (Step 2A of the OECD Due Diligence Guidance)

◦Stage 2 - Smelter RCOI (Step 2B of the OECD Due Diligence Guidance)

Supplier RCOI

Malibu Boats designed its supplier RCOI process to identify, to the best of Malibu Boats’ efforts, the smelters in Malibu Boats’ supply chain in accordance with Step 2A of the OECD Due Diligence Guidance. Malibu Boats’ supplier RCOI process for the 2021 reporting period included the following:

◦developed a list of suppliers providing components containing 3TG to Malibu Boats;

◦contacted each supplier and requested the industry standard Conflict Minerals Reporting Template including smelter information;

◦reviewed supplier responses for accuracy and completeness;

◦amalgamated supplier provided smelters into a single list of smelters meeting the definition of a smelter under one of three industry recognized audit protocols; and

◦reviewed the final smelter list (and compared it to industry peers) to determine if Malibu Boats identified reasonably all of the smelters in their supply chain.

Malibu Boats’ suppliers identified 340 smelters in their supply chain. The specific list of smelters is included in “List of Smelter and Refineries” at the end of this report.

Exhibit 1.01

Smelter RCOI

Due to the overlap between smelter RCOI and smelter due diligence, the smelter RCOI process is summarized in the due diligence section of this report.

Due Diligence

Malibu Boats’ due diligence process was designed in accordance with the applicable sections of Steps 2, 3, and 4 of the OECD Due Diligence Guidance.

Smelter RCOI and Due Diligence

Malibu Boats’ smelter RCOI and due diligence process were designed to:

◦identify the scope of the risk assessment of the mineral supply chain (OECD Due Diligence Guide Step 2B);

◦assess whether the smelters have carried out all elements of due diligence for responsible supply chains of minerals from conflict-affected and high-risk areas (OECD Due Diligence Guide Step 2C); and

◦carry out, where necessary, including through participation in industry-driven programs, joint spot checks at the mineral smelter’s own facilities (OECD Due Diligence Guide Step 2D).

Malibu Boats’ smelter RCOI and due diligence process included the following:

◦For each smelter identified in Malibu Boats’ supply chain, Malibu Boats:

▪attempted to engage directly with the smelter to determine whether or not the smelter sources from the Covered Countries;

▪reviewed publicly available information to determine if there was any contrary evidence to the smelter’s declaration for smelters that declared directly or through their relevant industry association that they did not source from the Covered Countries, and were not recognized as conflict free by the RMAP; and

▪reviewed publicly available sources to determine if there was any reason to believe that the smelter may have sourced from the Covered Countries during the reporting period for smelters that did not respond to our direct engagement.

◦For high risk smelters (smelters that are sourcing from or there is reason to believe they may be sourcing from the Covered Countries), Malibu Boats determined if the smelter was audited and recognized as conflict free by the RMAP.

▪For high risk smelters that have not been audited and recognized as conflict free by the RMAP, Malibu Boats communicated the risk to a designated member of senior management (OECD Due Diligence Guide Step 3A) and conducted risk mitigation on the smelter according to OECD Due Diligence Guide Step 3B.

For the 2021 reporting period, Malibu Boats’ RCOI and due diligence process was executed by Claigan Environmental Inc.

Malibu Boats’ suppliers identified 340 smelters. Malibu Boats identified 46 smelters that source, or there is a reason to believe they source, from the Covered Countries.

Malibu Boats determined that 35 of these 46 smelters have been audited and recognized as conflict free by the RMAP or RMAP Conformant. Malibu Boats determined that one smelter is currently undergoing an RMAP assessment in order to become RMAP Conformant. As that smelter has not yet been recognized as RMAP Conformant, Malibu Boats conducted risk mitigation on that one and the remaining ten smelters as discussed below.

Risk Mitigation

Malibu Boats conducted risk mitigation on 11 smelters that were not recognized as conflict free by the RMAP and were sourcing from the Covered Countries. Malibu Boats’ risk mitigation was designed in accordance with Step 3B of the OECD Due Diligence Guidance and was reported to our Chief Financial Officer in accordance with Step 3A of the OECD Due Diligence Guidance. Malibu Boats’ risk mitigation process included the following:

◦conducted additional due diligence to determine if there was any reason to believe the smelter directly or indirectly financed or benefited armed groups in the Covered Countries;

Exhibit 1.01

◦attempted to verify with internal stakeholders and relevant suppliers whether 3TGs from the specific smelter were actually in Malibu Boats’ supply chain in the 2021 reporting period; and

◦engaged directly with each high risk smelter to verify risk and to encourage the smelter to become conflict free.

As discussed above, as many suppliers return information at a company or division level, and not at a product level, we are not able to determine if the 11 remaining smelters are confirmed to be in Malibu Boats’ supply chain. We will continue to work with our suppliers to determine if these 11 smelters can be directly linked to the actual parts or products sold to Malibu Boats.

In addition, as part of our risk mitigation process we have engaged with each of them to verify risk and to encourage the smelter to become conflict free. We are continuing to work with the suppliers who currently have these 11 smelters in their supply chain to evaluate the removal of these smelters from their supply chain.

Improvement Plan

Malibu Boats is dedicated to eliminating the use of Conflict Minerals that originate from mines controlled by non-governmental groups in the Covered Countries, who contribute to human rights abuses including human trafficking, inhumane treatment, forced labor, child labor, war crimes or crimes against humanity.

Malibu Boats is taking and will continue to take the following steps to improve the due diligence conducted to further mitigate any risk that the Conflict Minerals contained in the products manufactured or contracted for manufacture by Malibu Boats could directly or indirectly benefit or finance armed groups in the Covered Countries:

◦including a conflict minerals clause in all new and renewing supplier contracts;

◦continuing to drive our suppliers to obtain current, accurate, and complete information about the smelters in their supply chain;

◦continuing to work with our suppliers to encourage the removal of any high risk smelters;

◦evaluating ongoing supplier relationships with those suppliers that do not comply with our conflict minerals policy;

◦engaging smelters sourcing from the Covered Countries to become audited and certified to a protocol recognized by the RMAP; and

◦following up in 2022 on the smelter requiring risk mitigation, but not removal from Malibu Boats’ supply chain.

List of Smelters and Refineries

Below are the 340 smelters reported to Malibu Boats as likely to be in Malibu Boats’ supply chain in the 2021 reporting period. 46 of the smelters below are declared to be sourcing or there was reason to believe they may be sourcing from the Covered Countries. Under the Rule, the requirement is to identify whether or not a smelter is sourcing from the Covered Countries; there is no requirement to identify the specific covered country by smelter. Given the limitation on the specificity of the smelters’ disclosures, the identified Covered Countries are The Democratic Republic of the Congo, Rwanda, Burundi, and Tanzania. As noted above, Malibu Boats has determined that of these 46 smelters, 35 have been audited and recognized as conflict free by the RMAP and Malibu Boats conducted risk mitigation on the remaining 11 smelters.


Metal			Smelter Name
Gold			8853 S.p.A.
Gold			Abington Reldan Metals, LLC
Gold			Advanced Chemical Company
Gold			African Gold Refinery
Gold			Aida Chemical Industries Co., Ltd.
Gold			Al Etihad Gold Refinery DMCC
Gold			Alexy Metals
Gold			Allgemeine Gold-und Silberscheideanstalt A.G.
Gold			Almalyk Mining and Metallurgical Complex (AMMC)
Gold			AngloGold Ashanti Córrego do Sítio Mineração
Gold			Argor-Heraeus S.A.
Gold			Asahi Pretec Corp.
Gold			Asahi Refining Canada Ltd.

Exhibit 1.01


Gold			Asahi Refining USA Inc.
Gold			Asaka Riken Co., Ltd.
Gold			Atasay Kuyumculuk Sanayi Ve Ticaret A.S.
Gold			AU Traders and Refiners
Gold			Augmont Enterprises Private Limited
Gold			Aurubis AG
Gold			Bangalore Refinery
Gold			Bangko Sentral ng Pilipinas (Central Bank of the Philippines)
Gold			Boliden AB
Gold			C. Hafner GmbH + Co. KG
Gold			C.I Metales Procesados Industriales SAS
Gold			Caridad
Gold			CCR Refinery - Glencore Canada Corporation
Gold			Cendres + Métaux S.A.
Gold			CGR Metalloys Pvt Ltd.
Gold			Chimet S.p.A.
Gold			Chugai Mining
Gold			Daye Non-Ferrous Metals Mining Ltd.
Gold			Degussa Sonne / Mond Goldhandel GmbH
Gold			Dijllah Gold Refinery FZC
Gold			DODUCO Contacts and Refining GmbH
Gold			Dowa
Gold			DSC (Do Sung Corporation)
Gold			Eco-System Recycling Co., Ltd. East Plant
Gold			Eco-System Recycling Co., Ltd. North Plant
Gold			Eco-System Recycling Co., Ltd. West Plant
Gold			Emerald Jewel Industry India Limited (Unit 1)
Gold			Emerald Jewel Industry India Limited (Unit 2)
Gold			Emerald Jewel Industry India Limited (Unit 3)
Gold			Emerald Jewel Industry India Limited (Unit 4)
Gold			Emirates Gold DMCC
Gold			Fidelity Printers and Refiners Ltd.
Gold			Fujairah Gold FZC
Gold			GCC Gujrat Gold Centre Pvt. Ltd.
Gold			Geib Refining Corporation
Gold			Gold Coast Refinery
Gold			Gold Refinery of Zijin Mining Group Co., Ltd.
Gold			Great Wall Precious Metals Co., Ltd. of CBPM
Gold			Guangdong Jinding Gold Limited
Gold			Guoda Safina High-Tech Environmental Refinery Co., Ltd.
Gold			Hangzhou Fuchunjiang Smelting Co., Ltd.
Gold			Heimerle + Meule GmbH
Gold			Henan Yuguang Gold & Lead Co., Ltd.
Gold			Heraeus Germany GmbH Co. KG
Gold			Heraeus Metals Hong Kong Ltd.
Gold			Hunan Chenzhou Mining Co., Ltd.
Gold			Hunan Guiyang yinxing Nonferrous Smelting Co., Ltd.
Gold			HwaSeong CJ Co., Ltd.
Gold			Industrial Refining Company

Exhibit 1.01


Gold			Inner Mongolia Qiankun Gold and Silver Refinery Share Co., Ltd.
Gold			International Precious Metal Refiners
Gold			Ishifuku Metal Industry Co., Ltd.
Gold			Istanbul Gold Refinery
Gold			Italpreziosi
Gold			JALAN & Company
Gold			Japan Mint
Gold			Jiangxi Copper Co., Ltd.
Gold			JSC Ekaterinburg Non-Ferrous Metal Processing Plant
Gold			JSC Novosibirsk Refinery
Gold			JSC Uralelectromed
Gold			JX Nippon Mining & Metals Co., Ltd.
Gold			K.A. Rasmussen
Gold			Kaloti Precious Metals
Gold			Kazakhmys Smelting LLC
Gold			Kazzinc
Gold			Kennecott Utah Copper LLC
Gold			KGHM Polska Miedź Spółka Akcyjna
Gold			Kojima Chemicals Co., Ltd.
Gold			Korea Zinc Co., Ltd.
Gold			Kundan Care Products Ltd.
Gold			Kyrgyzaltyn JSC
Gold			Kyshtym Copper-Electrolytic Plant ZAO
Gold			L'azurde Company For Jewelry
Gold			Lingbao Gold Co., Ltd.
Gold			Lingbao Jinyuan Tonghui Refinery Co., Ltd.
Gold			L'Orfebre S.A.
Gold			LS-NIKKO Copper Inc.
Gold			LT Metal Ltd.
Gold			Luoyang Zijin Yinhui Gold Refinery Co., Ltd.
Gold			Marsam Metals
Gold			Materion
Gold			Matsuda Sangyo Co., Ltd.
Gold			MD Overseas
Gold			Metal Concentrators SA (Pty) Ltd.
Gold			Metallix Refining Inc.
Gold			Metalor Technologies (Hong Kong) Ltd.
Gold			Metalor Technologies (Singapore) Pte., Ltd.
Gold			Metalor Technologies (Suzhou) 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			MMTC-PAMP India Pvt., Ltd.
Gold			Modeltech Sdn Bhd
Gold			Morris and Watson
Gold			Moscow Special Alloys Processing Plant
Gold			Nadir Metal Rafineri San. Ve Tic. A.Ş.

Exhibit 1.01


Gold			Navoi Mining and Metallurgical Combinat
Gold			NH Recytech Company
Gold			Nihon Material Co., Ltd.
Gold			Ögussa Österreichische Gold- und Silber-Scheideanstalt GmbH
Gold			Ohura Precious Metal Industry Co., Ltd.
Gold			OJSC "The Gulidov Krasnoyarsk Non-Ferrous Metals Plant" (OJSC Krastsvetmet)
Gold			PAMP S.A.
Gold			Pease & Curren
Gold			Penglai Penggang Gold Industry Co., Ltd.
Gold			Planta Recuperadora de Metales SpA
Gold			Prioksky Plant of Non-Ferrous Metals
Gold			PT Aneka Tambang (Persero) Tbk
Gold			PX Précinox S.A.
Gold			QG Refining, LLC
Gold			Rand Refinery (Pty) Ltd.
Gold			Refinery of Seemine Gold Co., Ltd.
Gold			REMONDIS PMR B.V.
Gold			Royal Canadian Mint
Gold			SAAMP
Gold			Sabin Metal Corp.
Gold			Safimet S.p.A
Gold			SAFINA A.S.
Gold			Sai Refinery
Gold			Samduck Precious Metals
Gold			SAMWON Metals Corp.
Gold			Sancus ZFS (L’Orfebre, SA)
Gold			SAXONIA Edelmetalle GmbH
Gold			Sellem Industries Ltd.
Gold			SEMPSA Joyería Platería S.A.
Gold			Shandong Gold Smelting Co., Ltd.
Gold			Shandong Humon Smelting Co., Ltd.
Gold			Shandong Tiancheng Biological Gold Industrial Co., Ltd.
Gold			Shandong Zhaojin Gold & Silver Refinery Co., Ltd.
Gold			Shenzhen Zhonghenglong Real Industry Co., Ltd.
Gold			Shirpur Gold Refinery Ltd.
Gold			Sichuan Tianze Precious Metals Co., Ltd.
Gold			Singway Technology Co., Ltd.
Gold			SOE Shyolkovsky Factory of Secondary Precious Metals
Gold			Solar Applied Materials Technology Corp.
Gold			Sovereign Metals
Gold			State Research Institute Center for Physical Sciences and Technology
Gold			Sudan Gold Refinery
Gold			Sumitomo Metal Mining Co., Ltd.
Gold			SungEel HiMetal Co., Ltd.
Gold			Super Dragon Technology Co., Ltd.
Gold			T.C.A S.p.A
Gold			Tanaka Kikinzoku Kogyo K.K.
Gold			Tokuriki Honten Co., Ltd.
Gold			Tongling Nonferrous Metals Group Co., Ltd.

Exhibit 1.01


Gold			TOO Tau-Ken-Altyn
Gold			Torecom
Gold			Umicore Precious Metals Thailand
Gold			Umicore S.A. Business Unit Precious Metals Refining
Gold			United Precious Metal Refining, Inc.
Gold			Valcambi S.A.
Gold			Value Trading
Gold			WEEEREFINING
Gold			Western Australian Mint (T/a The Perth Mint)
Gold			WIELAND Edelmetalle GmbH
Gold			Yamakin Co., Ltd.
Gold			Yokohama Metal Co., Ltd.
Gold			Yunnan Copper Industry Co., Ltd.
Gold			Zhongkuang Gold Industry Co., Ltd.
Gold			Zhongyuan Gold Smelter of Zhongjin Gold Corporation
Tantalum			Changsha South Tantalum Niobium Co., Ltd.
Tantalum			D Block Metals, LLC
Tantalum			Exotech Inc.
Tantalum			F&X Electro-Materials Ltd.
Tantalum			FIR Metals & Resource Ltd.
Tantalum			Global Advanced Metals Aizu
Tantalum			Global Advanced Metals Boyertown
Tantalum			H.C. Starck Hermsdorf GmbH
Tantalum			H.C. Starck Inc.
Tantalum			Hengyang King Xing Lifeng New Materials Co., Ltd.
Tantalum			Jiangxi Dinghai Tantalum & Niobium Co., Ltd.
Tantalum			Jiangxi Tuohong New Raw Material
Tantalum			JiuJiang JinXin Nonferrous Metals Co., Ltd.
Tantalum			Jiujiang Tanbre Co., Ltd.
Tantalum			Jiujiang Zhongao Tantalum & Niobium Co., Ltd.
Tantalum			KEMET de Mexico
Tantalum			LSM Brasil S.A.
Tantalum			Metallurgical Products India Pvt., Ltd.
Tantalum			Mineração Taboca S.A.
Tantalum			Mitsui Mining & Smelting
Tantalum			Ningxia Orient Tantalum Industry Co., Ltd.
Tantalum			NPM Silmet AS
Tantalum			QuantumClean
Tantalum			Resind Indústria e Comércio Ltda.
Tantalum			Solikamsk Magnesium Works OAO
Tantalum			Taki Chemical Co., Ltd.
Tantalum			TANIOBIS Co., Ltd.
Tantalum			TANIOBIS GmbH
Tantalum			TANIOBIS Japan Co., Ltd.
Tantalum			TANIOBIS Smelting GmbH & Co. KG
Tantalum			Telex Metals
Tantalum			Ulba Metallurgical Plant JSC
Tantalum			XIMEI RESOURCES (GUANGDONG) LIMITED
Tantalum			XinXing HaoRong Electronic Material Co., Ltd.

Exhibit 1.01


Tantalum			Yancheng Jinye New Material Technology Co., Ltd.
Tantalum			Yanling Jincheng Tantalum & Niobium Co., Ltd.
Tin			Alpha
Tin			An Vinh Joint Stock Mineral Processing Company
Tin			Chenzhou Yunxiang Mining and Metallurgy Co., Ltd.
Tin			Chifeng Dajingzi Tin Industry Co., Ltd.
Tin			China Tin Group Co., Ltd.
Tin			CRM Fundicao De Metais E Comercio De Equipamentos Eletronicos Do Brasil Ltda
Tin			CRM Synergies
Tin			CV Venus Inti Perkasa
Tin			Dongguan CiEXPO Environmental Engineering Co., Ltd.
Tin			Dowa
Tin			Electro-Mechanical Facility of the Cao Bang Minerals & Metallurgy Joint Stock Company
Tin			EM Vinto
Tin			Estanho de Rondônia S.A.
Tin			Fabrica Auricchio Industria e Comercio Ltda.
Tin			Fenix Metals
Tin			Gejiu City Fuxiang Industry and Trade Co., Ltd.
Tin			Gejiu Kai Meng Industry and Trade LLC
Tin			Gejiu Non-Ferrous Metal Processing Co., Ltd.
Tin			Gejiu Yunxin Nonferrous Electrolysis Co., Ltd.
Tin			Gejiu Zili Mining And Metallurgy Co., Ltd.
Tin			Guangdong Hanhe Non-Ferrous Metal Co., Ltd.
Tin			HuiChang Hill Tin Industry Co., Ltd.
Tin			Jiangxi New Nanshan Technology Ltd.
Tin			Luna Smelter, Ltd.
Tin			Ma'anshan Weitai Tin Co., Ltd.
Tin			Magnu's Minerais Metais e Ligas Ltda.
Tin			Malaysia Smelting Corporation (MSC)
Tin			Melt Metais e Ligas S.A.
Tin			Metallic Resources, Inc.
Tin			Metallo Belgium N.V.
Tin			Metallo Spain S.L.U.
Tin			Mineração Taboca S.A.
Tin			Minsur
Tin			Mitsubishi Materials Corporation
Tin			Modeltech Sdn Bhd
Tin			Nghe Tinh Non-Ferrous Metals Joint Stock Company
Tin			Novosibirsk Processing Plant Ltd.
Tin			O.M. Manufacturing (Thailand) Co., Ltd.
Tin			O.M. Manufacturing Philippines, Inc.
Tin			Operaciones Metalúrgicas S.A.
Tin			Pongpipat Company Limited
Tin			Precious Minerals and Smelting Limited
Tin			PT Aries Kencana Sejahtera
Tin			PT Artha Cipta Langgeng
Tin			PT ATD Makmur Mandiri Jaya
Tin			PT Babel Inti Perkasa
Tin			PT Babel Surya Alam Lestari

Exhibit 1.01


Tin			PT Bangka Serumpun
Tin			PT Belitung Industri Sejahtera
Tin			PT Bukit Timah
Tin			PT Cipta Persada Mulia
Tin			PT Masbro Alam Stania
Tin			PT Menara Cipta Mulia
Tin			PT Mitra Stania Prima
Tin			PT Mitra Sukses Globalindo
Tin			PT Panca Mega Persada
Tin			PT Prima Timah Utama
Tin			PT Rajawali Rimba Perkasa
Tin			PT Rajehan Ariq
Tin			PT Refined Bangka Tin
Tin			PT Sariwiguna Binasentosa
Tin			PT Stanindo Inti Perkasa
Tin			PT Sukses Inti Makmur
Tin			PT Timah Nusantara
Tin			PT Timah Tbk Kundur
Tin			PT Timah Tbk Mentok
Tin			PT Tinindo Inter Nusa
Tin			Resind Indústria e Comércio Ltda.
Tin			Rui Da Hung
Tin			Soft Metais Ltda.
Tin			Super Ligas
Tin			Thai Nguyen Mining and Metallurgy Co., Ltd.
Tin			Thaisarco
Tin			Tin Technology & Refining
Tin			Tuyen Quang Non-Ferrous Metals Joint Stock Company
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			Yunnan Yunfan Non-ferrous Metals Co., Ltd.
Tungsten			A.L.M.T. Corp.
Tungsten			ACL Metais Eireli
Tungsten			Albasteel Industria e Comercio de Ligas Para Fundicao Ltd.
Tungsten			Artek LLC
Tungsten			Asia Tungsten Products Vietnam Ltd.
Tungsten			Chenzhou Diamond Tungsten Products Co., Ltd.
Tungsten			China Molybdenum Co., Ltd.
Tungsten			Chongyi Zhangyuan Tungsten Co., Ltd.
Tungsten			CNMC (Guangxi) PGMA Co., Ltd.
Tungsten			Cronimet Brasil Ltda
Tungsten			Fujian Ganmin RareMetal Co., Ltd.
Tungsten			Fujian Xinlu Tungsten
Tungsten			Ganzhou Haichuang Tungsten Co., Ltd.
Tungsten			Ganzhou Huaxing Tungsten Products Co., Ltd.
Tungsten			Ganzhou Jiangwu Ferrotungsten Co., Ltd.
Tungsten			Ganzhou Seadragon W & Mo Co., Ltd.

Exhibit 1.01


Tungsten			GEM Co., Ltd.
Tungsten			Global Tungsten & Powders Corp.
Tungsten			Guangdong Xianglu Tungsten Co., Ltd.
Tungsten			H.C. Starck Tungsten GmbH
Tungsten			Hunan Chenzhou Mining Co., Ltd.
Tungsten			Hunan Chunchang Nonferrous Metals Co., Ltd.
Tungsten			Hydrometallurg, JSC
Tungsten			Japan New Metals Co., Ltd.
Tungsten			Jiangwu H.C. Starck Tungsten Products Co., Ltd.
Tungsten			Jiangxi Gan Bei Tungsten Co., Ltd.
Tungsten			Jiangxi Minmetals Gao'an Non-ferrous Metals Co., Ltd.
Tungsten			Jiangxi Tonggu Non-ferrous Metallurgical & Chemical Co., Ltd.
Tungsten			Jiangxi Xinsheng Tungsten Industry Co., Ltd.
Tungsten			Jiangxi Yaosheng Tungsten Co., Ltd.
Tungsten			JSC "Kirovgrad Hard Alloys Plant"
Tungsten			Kennametal Fallon
Tungsten			Kennametal Huntsville
Tungsten			KGETS Co., Ltd.
Tungsten			Lianyou Metals Co., Ltd.
Tungsten			Malipo Haiyu Tungsten Co., Ltd.
Tungsten			Masan High-Tech Materials
Tungsten			Moliren Ltd.
Tungsten			Niagara Refining LLC
Tungsten			NPP Tyazhmetprom LLC
Tungsten			OOO “Technolom” 1
Tungsten			OOO “Technolom” 2
Tungsten			Philippine Chuangxin Industrial Co., Inc.
Tungsten			TANIOBIS Smelting GmbH & Co. KG
Tungsten			Unecha Refractory Metals Plant
Tungsten			Wolfram Bergbau und Hütten AG
Tungsten			Xiamen Tungsten (H.C.) Co., Ltd.
Tungsten			Xiamen Tungsten Co., Ltd.
Tungsten			Xinfeng Huarui Tungsten & Molybdenum New Material Co., Ltd.

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