What changed in this filing

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Item 1A. Risk Factors

2020-05-05 compared with 2020-02-04 · 80 added, 78 removed, 490 unchanged (24% of the section changed)

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In this event, the market price of our ordinary shares could decline and you could lose some or all of your investment.

pandemic has adversely affected the global economy, disrupted global supply chains and created significant volatility in the financial markets.

In addition, the pandemic has resulted in travel restrictions, business closures and the institution of quarantining and other restrictions on movement in many communities.

For the quarter ended March 27, 2020, we experienced a decrease in demand for some of our services and disruption in our supply chain because of the effects of COVID-19,

which had a negative impact on our financial results.

The extent of the impact of COVID-19

on our future business, financial condition and operating results will depend largely on future developments, including (i) the duration and magnitude of the pandemic;

(ii) the measures taken by governmental authorities and private actors to limit the spread of COVID-19;

(iii) our ability to continue providing products and services;

and (iv) the effect of the pandemic on our customers, all of which are highly uncertain and cannot be predicted.

While we have updated our risk factors to reflect risks of which we are aware, this situation is changing rapidly and additional impacts may arise that we are not aware of currently.

Risks Related to Our Business

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We have depended, and will continue to depend, upon a small number of customers for a significant percentage of our total revenues.

During each of the three months ended December 27, 2019 and December 28, 2018, we had one customer that accounted for 15.3% and 18.6%, respectively, of our total revenues.

During each of the six months ended December 27, 2019 and December 28, 2018, we had one customer that accounted for 16.4% and 18.1%, respectively, of our total revenues.

During each of the three months ended March 27, 2020 and March 29, 2019, we had one customer that accounted for 16.4% and 19.8% respectively, of our total revenues.

During each of the nine months ended March 27, 2020 and March 29, 2019, we had one customer that accounted for 16.4% and 18.6%, respectively, of our total revenues.

Dependence on a small number of customers means that a reduction in orders from, a loss of, or other adverse actions by any one of these customers would reduce our revenues and could have a material adverse effect on our business, financial condition and operating results.

For example, in the three months ended March 27, 2020, we experienced some order cancelations and delays with respect to certain products that we manufacture for our customers due to COVID 19, which adversely affected our revenue.

Further, our customer concentration increases the concentration of our accounts receivable and our exposure to payment default by any of our key customers.

Many of our existing and potential customers have substantial debt burdens, have experienced financial distress or have static or declining revenues, all of which may be exacerbated by adverse conditions in the credit markets, continual uncertainty in global economies, the impact of the U.S.-China trade dispute, and the impact of Brexit.

Many of our existing and potential customers have substantial debt burdens, have experienced financial distress or have static or declining revenues, all of which may be exacerbated by the sudden and continuing global economic downturn and uncertainty due to the effects of COVID-19

and subsequent adverse conditions in the credit markets, the impact of the U.S.-China trade dispute, and the impact of Brexit.

Certain of our customers have gone out of business, declared bankruptcy, been acquired, or announced their withdrawal from segments of the optics market.

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In addition, although we enter into master supply agreements with our customers, the level of business to be transacted under those agreements is not guaranteed.

Instead, we are awarded business under those agreements on a project-by-project

Instead, we are awarded business under those

agreements on a project-by-project

Some of our customers have at times significantly reduced or delayed the volume of manufacturing services that they order from us.

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Consolidation among our customers and their customers will continue to adversely affect our business, financial condition and operating results in several ways.

Consolidation among our customers and their customers may result in a smaller number of large customers whose size and purchasing power give them increased leverage that may result in,

among other things, decreases in our average selling prices.

Consolidation among our customers and their customers may result in a smaller number of large customers whose size and purchasing power give them increased leverage that may result in, among other things, decreases in our average selling prices.

In addition to pricing pressures, this consolidation may also reduce overall demand for our manufacturing services if customers obtain new capacity to manufacture products in-house

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If the optical communications market does not expand as we expect, our business may not grow as fast as we expect, which could adversely impact our business, financial condition and operating results.

Revenues from the optical communications end market represented 75.6% and 75.1% of our total revenues for the six months ended December 27, 2019 and December 28, 2018, respectively.

Revenues from the optical communications end market represented 75.4% and 75.0% of our total revenues for the nine months ended March 27, 2020 and March 29, 2019, respectively.

Our future success as a provider of precision optical, electro-mechanical and electronic manufacturing services for the optical communications market depends on the continued growth of the optics industry and, in particular, the continued expansion of global information networks, particularly those directly or indirectly dependent upon a fiber optic infrastructure.

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For example, any of the risks described in this “Risk Factors” section and, in particular, the following factors, could cause our quarterly and annual revenues, gross profit margins, and operating results to fluctuate from period to period:

any reduction in customer demand or our ability to fulfill customer orders as a result of disruptions in our supply chain caused by COVID-19;

our ability to acquire new customers and retain our existing customers by delivering superior quality and customer service;

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Currently, the optical communications market contributes the significant majority of our revenues.

There can be no assurance that our efforts to further expand and diversify into other markets

within the optics industry will prove successful or that these markets will continue to grow as fast as we expect.

There can be no assurance that our efforts to further expand and diversify into other markets within the optics industry will prove successful or that these markets will continue to grow as fast as we expect.

In the event that the opportunities presented by these markets prove to be less than anticipated, if we are less successful than expected in diversifying into these markets, or if our margins in these markets prove to be less than expected, our growth may slow or stall, and we may incur costs that are not offset by revenues in these markets, all of which could harm our business, financial condition and operating results.

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As a result, a reduction in customer demand could decrease our gross profit and harm our business, financial condition and operating results.

For example, in the three months ended March 27, 2020, we experienced some order cancelations and delays with respect to telecom products that we manufacture for our customers due to COVID-19;

however, these cancelations and delays were partially offset by increased demand for datacom products.

In addition, we make significant decisions, including production schedules, material procurement commitments, personnel needs and other resource requirements, based on our estimate of our customers’ requirements.

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Our exposure to financially troubled customers or suppliers could harm our business, financial condition and operating results.

We provide manufacturing services to companies, and rely on suppliers, that have in the past and may in the future experience financial difficulty, particularly in light of uncertainty in the credit markets and the overall economy that affected access to capital and liquidity.

We provide manufacturing services to companies, and rely on suppliers, that have in the past and may in the future experience financial difficulty, particularly in light of the sudden and continuing global economic downturn and uncertainty due to the effects of COVID-19

and subsequent adverse conditions in the credit markets that have affected access to capital and liquidity.

As a result, we devote significant resources to monitor receivables and inventory balances with certain of our customers.

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The primary impact of currency exchange fluctuations is on our cash, receivables, and payables of our operating entities.

We may experience significant unexpected gain or losses from fluctuations in exchange rates.

For example, in the three months ended December 27, 2019, we experienced a $1.0 million foreign exchange loss, which negatively affected our net income per share by $0.03.

Our customer contracts generally require that our customers pay us in U.S.

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dollar as compared with the Thai baht, and our results have been adversely impacted by this fluctuation in exchange rates.

As of December 27, 2019, the U.S.

dollar had depreciated approximately 7.7% against the Thai baht since December 29, 2017.

As of March 27, 2020, the U.S.

dollar had appreciated approximately 3.9% against the Thai baht since March 30, 2018.

Further, while we attempt to hedge against certain exchange rate risks, we typically enter into hedging contracts with maturities of up to 12 months, leaving us exposed to longer term changes in exchange rates.

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dollars without prior approval from the PRC State Administration of Foreign Exchange.

In addition, conversion of RMB for most capital account items, including direct investments, is still subject to government approval in the PRC.

In addition, conversion of RMB for most capital account items, including direct investments, is still

subject to government approval in the PRC.

This restriction may limit our ability to invest the earnings of our PRC subsidiary.

As of December 27, 2019, the U.S.

dollar had appreciated approximately 7.4% against the RMB since December 29, 2017.

As of March 27, 2020, the U.S.

dollar had appreciated approximately 12.9% against the RMB since March 30, 2018.

There remains significant international pressure on the PRC government to adopt a substantially more liberalized currency policy.

GBP are convertible in connection with trade- and service-related foreign exchange transactions and foreign debt service.

As of December 27, 2019, the U.S.

dollar had appreciated approximately 3.6% against the GBP since December 29, 2017.

As of March 27, 2020, the U.S.

dollar had appreciated approximately 14.9% against the GBP since March 30, 2018.

Any appreciation in the value of the RMB and GBP against the U.S.

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We generally purchase these single or limited source materials through standard purchase orders and do not maintain long-term supply agreements with our suppliers.

We generally use a rolling 12 month forecast based on anticipated product orders, customer forecasts, product order history, backlog, and warranty and service demand to determine our materials requirements.

We generally use a rolling 12-month

forecast based on anticipated product orders, customer forecasts, product order history, backlog, and warranty and service demand to determine our materials requirements.

Lead times for the parts and components that we order vary significantly and depend on factors such as manufacturing cycle times, manufacturing yields, and the availability of raw materials used to produce the parts or components.

Historically, we have experienced supply shortages resulting from various causes, including reduced yields by our suppliers, which prevented us from manufacturing products for our customers in a timely manner.

Our revenues, profitability and customer relations could be harmed by a stoppage or delay of supply, a substitution of more expensive or less reliable parts, the receipt of defective parts or contaminated materials, an increase in the price of supplies, or an inability to obtain reductions in price from our suppliers in response to competitive pressures.

More recently, for the quarter ended March 27, 2020, we experienced significant fluctuations in the availability of certain materials due to COVID-19,

which had an adverse impact on our revenue and costs.

Our revenues, profitability and customer relations will be harmed by continued fluctuations in the availability of materials, a stoppage or delay of supply, a substitution of more expensive or less reliable parts, the receipt of defective parts or contaminated materials, an increase in the price of supplies, or an inability to obtain reductions in price from our suppliers in response to competitive pressures.

We continue to undertake programs to strengthen our supply chain.

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Total revenues from the bill-to-location

of customers outside of North America accounted for 47.6% and 54.7% of our total revenues for the three months ended December 27, 2019 and December 28, 2018, respectively.

of customers outside of North America accounted for 49.0% and 52.7% of our total revenues for the nine months ended March 27, 2020 and March 29, 2019, respectively.

We expect that total revenues from the bill-to-location

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We expect this ban to continue to adversely affect orders from our customers for the foreseeable future.

We are subject to risks related to the ongoing U.S.-China trade dispute, including increased tariffs on materials that we use in manufacturing, which could adversely affect our business, financial condition and operating result.

Presidential Administration recently imposed tariffs on a wide-range of products and goods manufactured in China that are directly or indirectly imported into the U.S., and it is likely that the Administration will impose additional tariffs on products and goods manufactured in China.

In response, various countries and economic regions have announced plans or intentions to impose retaliatory tariffs on a wide-range of products they import from the U.S.

These newly imposed, announced and threatened U.S.

tariffs and retaliatory tariffs could have the effect of increasing the cost of materials we use to manufacture certain products, which could result in lower margins.

In August 2019, the U.S.

Presidential Administration imposed tariffs on a wide range of products and goods manufactured in China that are directly or indirectly imported into the U.S.

Although the U.S.

Administration announced on January 15, 2020 the reduction of certain tariffs on Chinese imported goods and delayed certain other related tariffs, we cannot assure you that the U.S.

Administration will not continue to increase tariffs on imports from China or alter trade agreements and terms between China and the United States, which may include limiting trade with China.

Trade restrictions, including tariffs, quotas, embargoes, safeguards and customs restrictions, could have the effect of increasing the cost of materials we use to manufacture certain products, which could result in lower margins.

The tariffs could also result in disruptions to our supply chain, as suppliers struggle to fill orders from companies trying to purchase goods in bulk ahead of announced tariffs.

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Any system failure, accident or security breach could result in disruptions to our operations.

To the extent that any disruptions, cyber-attack or other security breach results in a loss or damage to our data, or inappropriate disclosure of confidential information, our business could suffer harm.

To the extent that any disruption, cyber-attack or other security breach results in a loss or damage to our data, or inappropriate disclosure of confidential information, our business could be harmed.

In addition, we may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future.

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Therefore, political, social, business and economic conditions in Thailand have a significant effect on our business.

In March 2019, Thailand was assessed as a medium-high political risk by AON Political Risk, a risk management, insurance and consulting firm.

In March 2020, Thailand was assessed as a medium political risk by MARSH Political Risk, a risk management, insurance and consulting firm.

Any changes to tax regimes, laws, exchange controls or political action in Thailand may harm our business, financial condition and operating results.

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In particular, the political and economic climate in the PRC (both at national and regional levels) is fluid and unpredictable.

In March 2019, AON Political Risk assessed the PRC as a medium political risk.

In March 2020, MARSH Political Risk assessed the PRC as a medium political risk.

A large part of the PRC’s economy is still being operated under varying degrees of control by the PRC government.

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Natural disasters, such as the 2011 flooding in Thailand, where most of our manufacturing operations are located, could severely disrupt our manufacturing operations and increase our supply chain costs.

These events, over which we have little or no control, could cause a decrease in demand for our services, make it difficult or impossible for us to manufacture and deliver products and for our suppliers to deliver components allowing us to manufacture those products, require large expenditures to repair or replace our facilities, or create delays and inefficiencies in our supply chain.

These events, over which we have little or no control, could cause a decrease in demand for our services, make it difficult or impossible for us to manufacture and deliver products or for our suppliers to deliver components allowing us to manufacture those products, require large expenditures to repair or replace our facilities, or create delays and inefficiencies in our supply chain.

For example, the 2011 flooding in Thailand forced us to temporarily shut down all of our manufacturing facilities in Thailand and cease production permanently at our Chokchai facility, which adversely affected our ability to meet our customers’ demands during fiscal year 2012.

In some countries in which we operate, including the PRC and Thailand, outbreaks of infectious diseases could disrupt our manufacturing operations, reduce demand for our customers’ products and increase our supply chain costs.

Recently, a strain of Coronavirus has surfaced in Wuhan, China, home to numerous high-tech component suppliers, including telecommunications components, and an important transportation hub in China.

As a result, there have been numerous factory closures in Wuhan and surrounding areas, and a decrease in traffic in China.

As the virus spreads across China, there is uncertainty about whether factories and businesses in other parts of China will be affected.

While many factories were closed for a few days because of China’s Lunar New Year holiday (LNY Holiday), the Chinese government has ordered that businesses in various areas extend the LNY Holiday.

For example, the Chinese government initially ordered our Casix facility in Fuzhou, China, which manufactures custom optics components, to not resume operations until February 3, 2020, and has subsequently ordered we not resume operations in this facility until after February 9.

As a result of this disruption, our revenues for the quarter ending March 27, 2020, will be negatively affected.

Moreover, because of the current restrictions on travel in China, our employees may be affected and we may have labor shortages.

Also, there can be no assurances the Chinese government will not further extend these closures.

Some of our suppliers and customers in China have similarly been affected and currently are experiencing closures and risks of labor shortages.

If these suppliers remain closed, we could have difficulty sourcing materials necessary to fulfill production requirements and meet scheduled shipments, which also would negatively affect our revenues.

Even if we are able to find alternate sources for such materials, they may cost more, which could affect our profitability.

With respect to our customers in China that are experiencing closures, if they are not able to accept orders or if they delay or cancel such orders, our revenues will be negatively affected.

At this point in time, there is significant uncertainty relating to the potential effect of the Coronavirus on our business.

Infections may become more widespread and factory closures may be extended for longer periods of time and to other parts of China, all of which would have a negative impact on our business, financial condition and operating results.

In some countries in which we operate, including the PRC, United States and Thailand, outbreaks of infectious diseases such as COVID-19,

H1N1 influenza virus, severe acute respiratory syndrome (“SARS”) or bird flu could disrupt our manufacturing operations, reduce demand for our customers’ products and increase our supply chain costs.

For example, our facility in Fuzhou, China, which manufactures custom optics components, was not permitted to resume operations after the Chinese Lunar New Year holiday until February 10, 2020, due to the spread of COVID-19

in China, which negatively affected our revenues for the three months ended March 27, 2020.

In addition, we and some of our suppliers and customers in China experienced labor shortages during the three months ended March 27, 2020, due to travel restrictions imposed by the Chinese government.

has continued to spread throughout the world, authorities in other countries in which we have manufacturing facilities, including Thailand, the U.K.

and the U.S., have implemented numerous measures to contain the virus, including travel bans and restrictions, quarantines, shelter-in-place

orders, and business limitations and shutdowns.

While we are unable to accurately predict the full impact that COVID-19

will have on our business, financial condition and operating results due to numerous uncertainties, including the duration and severity of the pandemic and containment measures, our compliance with these measures has impacted our day-to-day

operations and could disrupt our business, as well as that of our customers, suppliers and other counterparties, for an indefinite period of time.

In addition, increased international political instability, evidenced by the threat or occurrence of terrorist attacks, enhanced national security measures, conflicts in the Middle East and Asia, strained international relations arising from these conflicts and the related decline in consumer confidence and economic weakness, may hinder our ability to do business.

Any escalation in these events or similar future events may disrupt our operations and the operations of our customers and suppliers and may affect the availability of materials needed for our manufacturing services.

Such events may also disrupt the transportation of materials to our manufacturing facilities and finished products to our customers.

may also disrupt the transportation of materials to our manufacturing facilities and finished products to our customers.

These events have had, and may continue to have, an adverse impact on the U.S.

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Unfavorable worldwide economic conditions may negatively affect our business, financial condition and operating results.

Volatility and disruption in the capital and credit markets, depressed consumer confidence, and negative global economic conditions have affected levels of business and consumer spending.

Concerns about the potential default of various national bonds and debt backed by individual countries as well as the politics impacting these, could negatively impact the U.S.

The sudden and continuing global economic downturn and uncertainty due to the effects of COVID-19

and subsequent volatility and adverse conditions in the capital and credit markets have negatively affected levels of business and consumer spending.

Concerns about the increasing possibility of a global depression and potential default of various national bonds and debt backed by individual countries as well as the politics impacting these, could negatively impact the U.S.

and global economies and adversely affect our financial results.

In particular, Brexit and economic uncertainty in Europe has led to reduced demand in some of our customers’ optical communications product portfolios.

Brexit could also lead to economic and legal uncertainty, including significant volatility in global stock markets and currency exchange rates, and increasingly divergent laws and regulations as the United Kingdom determines which European Union laws to replace or replicate.

Any of these effects of Brexit, among others, could adversely affect our financial results.

In particular, the economic disruption caused by COVID-19

has led to reduced demand in some of our customers’ optical communications product portfolios and significant volatility in global stock markets and currency exchange rates.

Uncertainty about worldwide economic conditions poses a risk as businesses may further reduce or postpone spending in response to reduced budgets, tight credit, negative financial news and declines in income or asset values, which could adversely affect our business, financial condition and operating results and increase the volatility of our share price.

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We hold the following additional certifications:

ANSI ESD S20.20 for facilities and manufacturing process control, in compliance with ESD standard;

ANSI ESD S20.20 for facilities and manufacturing process

control, in compliance with ESD standard;

Transported Asset Protection Association, or TAPA, for Logistic Security Management System;

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Our effective income tax rate, provision for income taxes and future tax liability could be adversely affected by numerous factors, including the results of tax audits and examinations, income before taxes being lower than anticipated in countries with lower statutory tax rates and higher than anticipated in countries with higher statutory tax rates, changes in income tax rates, changes in the valuation of deferred tax assets and liabilities, failure to meet obligations with respect to tax exemptions, and changes in tax laws and regulations.

As of March 27, 2020, our U.S.

federal and state tax returns remain open to examination for the tax years 2014 through 2017.

In addition, tax returns that remain open to examination in Thailand, the PRC and the United Kingdom range from the tax years 2013 through 2018.

In addition, tax returns that remain open to examination in Thailand range from the tax years 2015 through 2019, and in the PRC and the United Kingdom range from the tax years 2015 through 2018.

The results of audits and examinations of previously filed tax returns and continuing assessments of our tax exposures may have an adverse effect on our provision for income taxes and tax liability.

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If any taxation authorities are successful in challenging our financing or transfer pricing policies, our income tax expense may be adversely affected and we could become subject to interest and penalty charges, which may harm our business, financial condition and operating results.

We may encounter difficulties completing or integrating acquisitions, asset purchases and other types of transactions that we may pursue in the future, which could disrupt our business, cause dilution to our shareholders and harm our business, financial condition and operating results.

We have grown and may continue to grow our business through acquisitions, asset purchases and other types of transactions, including the transfer of products from our customers and their suppliers.

Most recently, we acquired Fabrinet UK in September 2016.

Acquisitions and other strategic transactions typically involve many risks, including the following:

the integration of the acquired assets, information systems and facilities into our business may be difficult, time-consuming and costly, and may adversely impact our profitability;

we may lose key employees of the acquired companies or divisions;

we may issue additional ordinary shares, which would dilute our current shareholders’ percentage ownership in us;

we may incur indebtedness to pay for the transactions;

we may assume liabilities, some of which may be unknown at the time of the transactions;

we may record goodwill and non-amortizable

intangible assets that will be subject to impairment testing and potential periodic impairment charges;

we may incur amortization expenses related to certain intangible assets;

we may devote significant resources to transactions that may not ultimately yield anticipated benefits;

we may incur greater than expected expenses or lower than expected revenues;

we may assume obligations with respect to regulatory requirements, including environmental regulations, which may prove more burdensome than expected;

we may become subject to litigation.

Acquisitions are inherently risky, and we can provide no assurance that the acquisition of Fabrinet UK or any future acquisitions will be successful or will not harm our business, financial condition and operating results.

We may not be able to obtain capital when desired on favorable terms, if at all, or without dilution to our shareholders.

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Whether or not SOFR or another alternative reference rate attains market traction as a LIBOR replacement tool remains in question.

If LIBOR ceases to exist, we will need to agree upon a replacement index with the bank under our credit facility agreement, and certain of the interest rates under such agreement may change.

If LIBOR ceases to exist, we will need to agree upon a replacement index with the bank under our credit facility agreement,

and certain of the interest rates under such agreement may change.

The new rates may not be as favorable to us as those in effect prior to any LIBOR phase-out.

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The Sarbanes-Oxley Act requires, among other things, that we assess the effectiveness of our internal control over financial reporting annually and disclosure controls and procedures quarterly.

While we are able to assert in our Annual Report on Form 10-K

While we were able to assert in our Annual Report on Form 10-K

that our internal control over financial reporting was effective as of June 28, 2019, we cannot predict the outcome of our testing in future periods.

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Given the nature and complexity of our business and the fact that some members of our management team are located in Thailand while others are located in the U.S., control deficiencies may periodically occur.

For example, following an internal investigation by the audit committee of our board of directors in September 2014 concerning various accounting

For example, following an internal investigation by the audit committee of our board of directors in September 2014 concerning various accounting cut-off

issues, we identified certain significant deficiencies in our internal control over financial reporting, which have been remediated.

While we have ongoing measures and procedures to prevent and remedy control deficiencies, if they occur there can be no assurance that we will be successful or that we will be able to prevent material weaknesses or significant deficiencies in our internal control over financial reporting in the future.

Moreover, if we identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses in future periods, the market price of our ordinary shares could decline and we could be subject to potential delisting by the NYSE and review by the NYSE, the SEC, or other regulatory authorities, which would require the expenditure by us of additional financial and management resources.

Moreover, if we identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses in future periods, the market

price of our ordinary shares could decline and we could be subject to potential delisting by the NYSE and review by the NYSE, the SEC, or other regulatory authorities, which would require the expenditure by us of additional financial and management resources.

As a result, our shareholders could lose confidence in our financial reporting, which would harm our business and the market price of our ordinary shares.

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We use professional investment management firms to manage our excess cash and cash equivalents.

Our short-term investments as of December 27, 2019 are primarily investments in a fixed income portfolio, including certificates of deposit, time deposits, corporate bonds and commercial papers, U.S.

Our short-term investments as of March 27, 2020 are primarily investments in a fixed income portfolio, including certificates of deposit, time deposits, corporate bonds and commercial papers, U.S.

agency and U.S.

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In addition, any deterioration of the capital markets could cause our other income and expense to vary from expectations.

As of December 27, 2019, we did not record any impairment charges associated with our portfolio of short-term investments, and although we believe our current investment portfolio has little risk of material impairment, we cannot predict future market conditions or market liquidity, or credit availability, and can provide no assurance that our investment portfolio will remain materially unimpaired.

As of March 27, 2020, we did not record any impairment charges associated with our portfolio of short-term investments, and although we believe our current investment portfolio has little risk of material impairment, we cannot predict future market conditions or market liquidity, or credit availability, and can provide no assurance that our investment portfolio will remain materially unimpaired.

Energy price volatility may negatively impact our business, financial condition and operating results.

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courts based on the civil liability provisions of the U.S.

federal securities laws against us.

federal securities laws.

In addition, there is uncertainty as to whether the courts of the Cayman Islands, Thailand or the PRC would recognize or enforce judgments of U.S.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors