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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.
−Removed: COVID-19 Updates
+Added: COVID-19 and Macroeconomic Environment Updates
The COVID-19 pandemic has adversely affected the global economy, disrupted global supply chains and created significant volatility in the financial markets.
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(iii) our ability to continue providing products and services;
−Removed: and (iv) the effect of the pandemic on our customers, all of which are highly uncertain and cannot be predicted.
+Added: and (iv) the effect of the pandemic and resulting global economic uncertainty and financial market volatility on our customers, all of which are highly uncertain and unpredictable.
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.
+Added: In addition, increased international political instability, evidenced by the threat or occurrence of terrorist attacks, enhanced national security measures, Russia’s invasion of Ukraine, 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.
+Added: Although such events have not significantly affected our business or operations, the ultimate impact is unknown and future developments could adversely affect our financial condition and operating results.
Company and Operational Risks
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A reduction in orders from any of these customers, the loss of any of these customers, or a customer exerting significant pricing and margin pressures on us could harm our business, financial condition and operating results.
−Removed: We have depended, and will continue to depend, upon a small number of customers for a significant percentage of our total revenues.
+Added: We have depended, and will continue to depend, upon a small number of customers for a significant percentage of our revenues.
During each of fiscal years 2022 and 2021, we had three customers that each contributed 10% or more of our revenues.
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Further, our customer concentration increases the concentration of our accounts receivable and our exposure to payment default by any of our key customers.
−Removed: 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 COVID-19 and subsequent adverse conditions in the credit markets, the impact of the U.S.-China trade dispute, and the impact of Brexit.
+Added: 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 COVID-19 and subsequent adverse conditions in the credit markets, as well as the impact of the U.S.-China trade dispute.
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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Consolidation in the markets we serve has resulted in a reduction in the number of potential customers for our services.
−Removed: For example, II-VI Incorporated (“II-VI”) entered into an agreement in March 2021 to acquire Coherent, Inc.;
+Added: For example, Lumentum Holdings Inc.
+Added: (“Lumentum”) completed its acquisition of NeoPhotonics Corporation in August 2022;
+Added: II-VI Incorporated (“II-VI”) completed its acquisition of Coherent, Inc.
+Added: in July 2022;
Cisco Systems, Inc.
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II-VI completed its acquisition of Finisar Corporation in September 2019;
−Removed: and Lumentum Holdings Inc.
−Removed: completed its acquisition of Oclaro, Inc.
+Added: and Lumentum completed its acquisition of Oclaro, Inc.
in December 2018.
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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.
−Removed: Revenues from optical communications products represented 76.7% and 76.0% of our total revenues for fiscal year 2021 and fiscal year 2020, respectively.
+Added: Revenues from optical communications products represented 78.8% and 76.7% of our revenues for fiscal year 2022 and fiscal year 2021, 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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Currently, demand for network services and for high-speed broadband access, in particular, is increasing but growth may be limited by several factors, including, among others:
−Removed: (1) relative strength or weakness of the global economy or certain countries or regions, (2) an uncertain regulatory environment, and (3) uncertainty regarding long-term sustainable business models as multiple industries, such as the cable, traditional telecommunications, wireless and satellite industries, offer competing content delivery solutions.
+Added: (1) relative strength or weakness of the global economy or the economy in certain countries or regions, (2) an uncertain regulatory environment, and (3) uncertainty regarding long-term sustainable business models as multiple industries, such as the cable, traditional telecommunications, wireless and satellite industries, offer competing content delivery solutions.
The optical communications market also has experienced periods of overcapacity, some of which have occurred even during periods of relatively high network usage and bandwidth demands.
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Our quarterly revenues, gross profit margins, and operating results have fluctuated significantly and may continue to fluctuate significantly in the future.
−Removed: For example, any of the risks described in this “Risk Factors” section and, in particular, the following factors, could cause our revenues, gross profit margins, and operating results to fluctuate from period to period:
−Removed: • 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;
+Added: For example, any of the risks described in this “Risk Factors” section and, in particular, the following factors, could cause our revenues, gross profit margins, and operating results to fluctuate from quarter to quarter:
+Added: • 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 or geopolitical conflicts such as the ongoing armed conflict in Ukraine;
• our ability to acquire new customers and retain our existing customers;
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Currently, the optical communications market contributes the significant majority of our revenues.
−Removed: There can be no assurance that our efforts to further expand and diversify into other markets within
−Removed: the optics industry will prove successful or that these markets will continue to grow as fast as we expect.
−Removed: 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.
+Added: 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.
+Added: If 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.
We face significant competition in our business.
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In addition, as a result of the 2011 flooding in Thailand, some of our customers began manufacturing products internally or using other third-party manufacturers that were not affected by the flooding.
−Removed: If our customers choose to manufacture products internally rather than to outsource production to us, or choose to outsource to a third-party manufacturer, our business, financial condition and operating results could be harmed.
+Added: If our customers choose to manufacture products internally rather than to outsource production to us, or choose to outsource to a different third-party manufacturer, our business, financial condition and operating results could be harmed.
Competitors in the market for optical manufacturing services include Benchmark Electronics, Inc., Celestica Inc., Sanmina-SCI Corporation, Jabil Circuit, Inc., and Venture Corporation Limited.
Our customized optics and glass operations face competition from companies such as Browave Corporation, Fujian Castech Crystals, Inc., Photop Technologies, Inc., and Research Electro-Optic, Inc.
−Removed: Our UK competitors for printed circuit board assemblies include STI Limited and Axiom Manufacturing Services Limited.
+Added: competitors for printed circuit board assemblies include STI Limited, Axiom Manufacturing Services Limited and TT Electronics plc.
Other existing contract manufacturing companies, original design manufacturers or outsourced semiconductor assembly and test companies could also enter our target markets.
−Removed: In addition, we may face more competitors as we attempt to penetrate new markets.
+Added: In addition, we may face new competitors as we attempt to penetrate new markets.
Many of our customers and potential competitors have longer operating histories, greater name recognition, larger customer bases and significantly greater resources than we have.
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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.
−Removed: For example, in the six months ended June 26, 2020, we experienced some order cancelations and delays with respect to telecom products that we manufacture for our customers due to COVID-19;
−Removed: however, these cancelations and delays were partially offset by increased demand for datacom products.
−Removed: 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.
+Added: For example, in the six months ended June 26, 2020, due to COVID-19 we experienced some order cancellations and delays with respect to telecom products that we manufacture for our customers;
+Added: however, these cancellations and delays were partially offset by increased demand for datacom products.
+Added: In addition, we make significant decisions with respect to production schedules, material procurement commitments, personnel needs and other resource requirements based on our estimate of our customers’ requirements.
The short-term nature of our customers’ commitments and the possibility of rapid changes in demand for their products reduce our ability to accurately estimate the future requirements of our customers.
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Our exposure to financially troubled customers or suppliers could harm our business, financial condition and operating results.
−Removed: Some of our customers and suppliers 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 COVID-19 pandemic and subsequent adverse conditions in the credit markets that have affected access to capital and liquidity.
+Added: Some of our customers and suppliers 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 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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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.
−Removed: More recently, for the six months ended June 26, 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.
+Added: Recently, we experienced significant fluctuations in the availability of certain materials due to COVID-19, which had an adverse impact on our revenue and costs for the six months ended June 26, 2020.
Currently, we are experiencing various levels of semiconductor impact due to a significant global shortage.
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A shortage of semiconductors or other key components can cause a significant disruption to our production schedule and have a substantial adverse effect on our business, financial condition and operating results.
−Removed: 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.
+Added: 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
+Added: response to competitive pressures.
We continue to undertake programs to strengthen our supply chain.
Nevertheless, we are experiencing, and expect for the foreseeable future to experience, strain on our supply chain, as well as periodic supplier problems.
−Removed: We have incurred, and expect for the foreseeable future to incur, costs related to our efforts to address these problems.
+Added: These supply chain issues have impacted, and will continue to impact, our ability to generate revenue.
+Added: In addition, we have incurred, and expect for the foreseeable future to incur, increased costs related to our efforts to address these problems.
Managing our inventory is complex and may require write-downs due to excess or obsolete inventory, which could cause our operating results to decrease significantly in a given fiscal period.
Managing our inventory is complex.
−Removed: We are generally required to procure material based upon the anticipated demand of our customers.
+Added: We are generally required to procure materials based upon the anticipated demand of our customers.
The inaccuracy of these forecasts or estimates could result in excess supply or shortages of certain materials.
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If our customers do not believe that we have sufficient manufacturing capacity, they may:
−Removed: (1) outsource all of their production to another source that they believe can fulfill all of their production requirements;
−Removed: (2) look to a second source for the manufacture of additional quantities of the products that we currently manufacture for them;
+Added: (1) outsource all of their production to another manufacturer that they believe can fulfill all of their production requirements;
+Added: (2) look to a second manufacturer for the manufacture of additional quantities of the products that we currently manufacture for them;
(3) manufacture the products themselves;
−Removed: (4) decide against using our services for their new products.
−Removed: Most recently, we expanded our manufacturing capacity by building a new facility in Chonburi, Thailand in March 2017, and we began construction of a new building at our Chonburi campus in January 2021.
+Added: or (4) decide against using our services for their new products.
+Added: Most recently, we expanded our manufacturing capacity by building a new facility at our Chonburi campus in Thailand in 2022.
We may continue to devote significant resources to the expansion of our manufacturing capacity, and any such expansion will be expensive, will require management’s time and may disrupt our operations.
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Manufacturing yields and margins can also be lower if we receive or inadvertently use defective or contaminated materials from our suppliers.
−Removed: addition, our customer contracts typically provide that we will supply products at a fixed price each quarter, which assumes specific production yields and quality metrics.
+Added: In addition, our customer contracts typically provide that we will supply products at a fixed price each quarter, which assumes specific production yields and quality metrics.
If we do not meet the yield assumptions and quality metrics used in calculating the price of a product, we may not be able to recover the costs associated with our failure to do so.
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In addition, our customers’ products and the manufacturing processes that we use to produce them are often complex.
−Removed: As a result, products that we manufacture may at times contain manufacturing or design defects, and our manufacturing processes may be subject to errors or fail to comply with applicable statutory or regulatory requirements.
+Added: As a result, products that we manufacture may at times contain manufacturing or design defects, and our manufacturing processes may be subject to errors or fail to be in compliance with applicable statutory or regulatory requirements.
Additionally, not all defects are immediately detectable.
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In some instances, we may also be required to incur costs to repair or replace defective products outside of the warranty period in the event that a recurring defect is discovered in a certain percentage of a customer’s products delivered over an agreed upon period of time.
−Removed: We have experienced product or component
−Removed: failures in the past and remain exposed to such failures, as the products that we manufacture are widely deployed throughout the world in multiple environments and applications.
+Added: We have experienced product or component failures in the past and remain exposed to such failures, as the products that we manufacture are widely deployed throughout the world in multiple environments and applications.
Further, due to the difficulty in determining whether a given defect resulted from our customer’s design of the product or our manufacturing process, we may be exposed to product liability or product warranty claims arising from defects that are not attributable to our manufacturing process.
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Our future also depends on the continued contributions of our executive management team and other key management and technical personnel, each of whom would be difficult to replace.
−Removed: Although we have key person life insurance policies on some of our executive officers, the loss of any of
−Removed: our executive officers or key personnel or the inability to continue to attract qualified personnel could harm our business, financial condition and operating results.
+Added: Although we have key person life insurance policies on some of our executive officers, the loss of any of our executive officers or key personnel or the inability to continue to attract qualified personnel could harm our business, financial condition and operating results.
Risks Related to Our International Operations
+Added: Fluctuations in foreign currency exchange rates and changes in governmental policies regarding foreign currencies could increase our operating costs, which would adversely affect our operating results.
+Added: Volatility in the functional and non-functional currencies of our entities and the U.S.
+Added: dollar could seriously harm our business, financial condition and operating results.
+Added: The primary impact of currency exchange fluctuations is on our cash, receivables, and payables of our operating entities.
+Added: We may experience significant unexpected losses from fluctuations in exchange rates.
+Added: For example, in the three months ended March 29, 2019, we experienced a $3.1 million foreign exchange loss, which negatively affected our net income per share for the same period by $0.08.
+Added: Our customer contracts generally require that our customers pay us in U.S.
+Added: However, the majority of our payroll and other operating expenses are paid in Thai baht.
+Added: As a result of these arrangements, we have significant exposure to changes in the exchange rate between the Thai baht and the U.S.
+Added: dollar, and our operating results are adversely impacted when the U.S.
+Added: dollar depreciates relative to the Thai baht and other currencies.
+Added: As of June 24, 2022, the U.S.
+Added: dollar had appreciated approximately 15.0% against the Thai baht since June 26, 2020.
+Added: 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.
+Added: Additionally, we have significant exposure to changes in the exchange rate between the Chinese Renminbi (“RMB”) and pound sterling (“GBP”) and the U.S.
+Added: The expenses of our subsidiaries located in the PRC and the United Kingdom are denominated in RMB and GBP, respectively.
+Added: Currently, RMB are convertible in connection with trade and service-related foreign exchange transactions, foreign debt service, and payment of dividends.
+Added: The PRC government may at its discretion restrict access in the future to foreign currencies for current account transactions.
+Added: If this occurs, our PRC subsidiary may not be able to pay us dividends in U.S.
+Added: dollars without prior approval from the PRC State Administration of Foreign Exchange.
+Added: In addition, conversion of RMB for most capital account items, including direct investments, is still subject to government approval in the PRC.
+Added: This restriction may limit our ability to invest the earnings of our PRC subsidiary.
+Added: As of June 24, 2022, the U.S.
+Added: dollar had depreciated approximately 5.5% against the RMB since June 26, 2020.
+Added: There remains significant international pressure on the PRC government to adopt a substantially more liberalized currency policy.
+Added: GBP are convertible in connection with trade and service-related foreign exchange transactions and foreign debt service.
+Added: As of June 24, 2022, the U.S.
+Added: dollar had appreciated approximately 1.3% against the GBP since June 26, 2020.
+Added: Any appreciation in the value of the RMB and GBP against the U.S.
+Added: dollar could negatively impact our operating results.
We conduct operations in a number of countries, which creates logistical and communications challenges for us and exposes us to other risks and challenges that could harm our business, financial condition and operating results.
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• inadequate protection of intellectual property rights in some countries;
−Removed: • potential political, legal and economic instability, foreign conflicts, and the impact of regional and global infectious illnesses in the countries in which we and our customers and suppliers are located.
+Added: • political, legal and economic instability, foreign conflicts, and the impact of regional and global infectious illnesses in the countries in which we and our customers and suppliers are located (for example, disruptions to international operations associated with the occurrence of the COVID-19 pandemic or the ongoing armed conflict in Ukraine).
Our failure to manage the risks and challenges associated with our international operations could have a material adverse effect on our business.
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Any change in export or import regulations or related legislation, shift in approach to the enforcement of existing regulations, or change in the countries, persons or technologies targeted by such regulations could limit our ability to offer our manufacturing services to existing or potential customers, which could harm our business, financial condition and operating results.
−Removed: For example, in May 2019, the U.S.
−Removed: Commerce Department’s Bureau of Industry and Security (BIS) added Huawei and certain affiliates to the BIS Entity List.
−Removed: This action denied Huawei the ability to purchase products, software and technology that are subject to U.S.
−Removed: Export Administration Regulations (EAR).
−Removed: Although we do not sell directly to Huawei, some of our customers do sell to Huawei directly.
−Removed: To ensure compliance, some of our customers immediately suspended shipments to Huawei in order to begin assessments of the products they sold to Huawei (and its affiliates), to determine whether these products were subject to the restrictions resulting from the ban.
+Added: For example, the May 2019 addition of Huawei and certain affiliates by the U.S.
+Added: Commerce Department’s Bureau of Industry and Security ("BIS") to the BIS Entity List denied Huawei the ability to purchase products, software and technology that are subject to U.S.
+Added: Export Administration Regulations.
+Added: Although we do not sell directly to Huawei, some of our customers do sell to Huawei (and its affiliates) directly.
+Added: To ensure compliance, some of our customers immediately suspended shipments to Huawei in order to assess whether their products were subject to the restrictions resulting from the ban.
This had an immediate impact on our customer orders in the fourth quarter of fiscal year 2019, which affected our revenue for that quarter.
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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 taking effect.
−Removed: The institution of trade tariffs both globally and between the U.S.
+Added: The adoption of trade tariffs both globally and between the U.S.
and the PRC specifically could also cause a decrease in the sales of our customers’ products to end-users located in the PRC, which could directly impact our revenues in the form of reduced orders.
−Removed: If existing tariffs are raised further, or if new tariffs are imposed on additional categories of components used in our manufacturing activities, and if we are unable to pass the costs of such tariffs on to our customers, our operating results would be harmed.
−Removed: Fluctuations in foreign currency exchange rates and changes in governmental policies regarding foreign currencies could increase our operating costs, which would adversely affect our operating results.
−Removed: Volatility in the functional and non-functional currencies of our entities and the U.S.
−Removed: dollar could seriously harm our business, financial condition and operating results.
−Removed: The primary impact of currency exchange fluctuations is on our cash, receivables, and payables of our operating entities.
−Removed: We may experience significant unexpected losses from fluctuations in exchange rates.
−Removed: For example, in the three months ended March 29, 2019, we experienced a $3.1 million foreign exchange loss, which negatively affected our net income per share for the same period by $0.08.
−Removed: Our customer contracts generally require that our customers pay us in U.S.
−Removed: However, the majority of our payroll and other operating expenses are paid in Thai baht.
−Removed: As a result of these arrangements, we have significant exposure to changes in the exchange rate between the Thai baht and the U.S.
−Removed: dollar, and our operating results are adversely impacted when the U.S.
−Removed: dollar depreciates relative to the Thai baht and other currencies.
−Removed: In the past we have experienced such depreciation in the U.S.
−Removed: dollar as compared with the Thai baht, and our results have been adversely impacted by this fluctuation in exchange rates.
−Removed: As of June 25, 2021, the U.S.
−Removed: dollar had appreciated approximately 3.4% against the Thai baht since June 28, 2019.
−Removed: Furthermore, 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.
−Removed: Additionally, we have significant exposure to changes in the exchange rate between the Chinese Renminbi (“RMB”) and pound sterling (“GBP”) and the U.S.
−Removed: The expenses of our subsidiaries located in the PRC and the United Kingdom are denominated in RMB and GBP, respectively.
−Removed: Currently, RMB are convertible in connection with trade- and service-related foreign exchange transactions, foreign debt service, and payment of dividends.
−Removed: The PRC government may at its discretion restrict access in the future to foreign currencies for current account transactions.
−Removed: If this occurs, our PRC subsidiary may not be able to pay us dividends in U.S.
−Removed: dollars without prior approval from the PRC State Administration of Foreign Exchange.
−Removed: In addition, conversion of RMB for most capital account items, including direct investments, is still subject to government approval in the PRC.
−Removed: This restriction may limit our ability to invest the earnings of our PRC subsidiary.
−Removed: As of June 25, 2021, the U.S.
−Removed: dollar had depreciated approximately 6.1% against the RMB since June 28, 2019.
−Removed: There remains significant international pressure on the PRC government to adopt a substantially more liberalized currency policy.
−Removed: GBP are convertible in connection with trade- and service-related foreign exchange transactions and foreign debt service.
−Removed: As of June 25, 2021, the U.S.
−Removed: dollar had depreciated approximately 9.0% against the GBP since June 28, 2019.
−Removed: Any appreciation in the value of the RMB and GBP against the U.S.
−Removed: dollar could negatively impact our operating results.
+Added: If existing tariffs are raised further, or if new tariffs are imposed on additional categories of components used in our manufacturing activities, and if we are unable to pass on the costs of such tariffs to our customers, our operating results would be harmed.
Political unrest and demonstrations, as well as changes in the political, social, business or economic conditions in Thailand, could harm our business, financial condition and operating results.
1 unchanged sentence
Therefore, political, social, business and economic conditions in Thailand have a significant effect on our business.
−Removed: In April 2021, Thailand was assessed as a medium political risk by Marsh, an insurance broker and risk advisor.
+Added: In March 2022, Thailand was assessed as a medium political risk by Marsh, an insurance broker and risk advisor.
Any changes to tax regimes, laws, exchange controls or political action in Thailand may harm our business, financial condition and operating results.
1 unchanged sentence
In recent years, political unrest in the country has sparked political demonstrations and, in some instances, violence.
−Removed: In March 2019, Thailand held its first general election since a Thai military coup in May 2014.
−Removed: In June 2019, General Prayut Chan-o-cha was elected as Prime Minister, and in July 2019, the new Prime Minister’s nominees for cabinet ministers were appointed.
−Removed: In 2020 and 2021, there were several rounds of protest for political reform.
Any future political instability in Thailand could prevent shipments from entering or leaving the country, disrupt our ability to manufacture products in Thailand, and force us to transfer our operations to more stable, and potentially more costly, regions, which would 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.
−Removed: In April 2021, the PRC was assessed as a medium political risk by Marsh.
+Added: In March 2022, the PRC was assessed as a medium political risk by Marsh.
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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Furthermore, any litigation in the PRC may be protracted and result in substantial costs and diversion of resources and management’s attention.
−Removed: Natural disasters (like the 2011 flooding in Thailand), epidemics, acts of terrorism and other political and economic developments could harm our business, financial condition and operating results.
−Removed: 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.
+Added: Natural disasters, epidemics (including COVID-19), acts of terrorism and other political and economic developments could harm our business, financial condition and operating results.
+Added: Natural disasters 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 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.
−Removed: In some countries in which we mainly operate, including the PRC, the U.S.
+Added: In some countries in which we operate, including the PRC, the U.S., the U.K.
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.
−Removed: For example, our facility in Fuzhou, the PRC, 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 the PRC, which negatively affected our revenues for the three months ended March 27, 2020.
+Added: For example, our facility in Fuzhou, the PRC, which manufactures custom optics components, was not permitted to resume operations for a period of two weeks in February 2020 due to the outbreak of COVID-19, which negatively affected our revenues for the three months ended March 27, 2020.
In addition, we and some of our suppliers and customers in the PRC experienced labor shortages during the three months ended March 27, 2020 due to travel restrictions imposed by the Chinese government.
−Removed: During the three months ended June 25, 2021, several countries where we have manufacturing facilities, including Thailand, the PRC, the U.S.
−Removed: and the U.K., experienced a surge in the number of COVID-19 cases.
−Removed: In Thailand, we have recently experienced an increase in the number of employees who have tested positive for COVID-19.
−Removed: We have responded by taking additional actions based on recommendations from local authorities.
−Removed: These actions include leave of absence for affected employees and their close contacts, stringent contact tracing, enhanced safe distancing measures, and arrangements for the vaccination of our employees in Thailand.
−Removed: Although we did not experience any significant disruptions in our operations or decrease in customer demand during the three months ended June 25, 2021, any worsening of the pandemic may result in more stringent measures being implemented by the local authorities, such as shutting down of our manufacturing facilities, which will have a significant negative impact on our operations.
−Removed: As COVID-19 has continued to spread throughout the world, authorities in other countries in which we have manufacturing facilities, including Thailand, the U.K.
−Removed: 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.
−Removed: 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 as well as related containment measures, our compliance with such measures has already impacted our day-to-day operations and could continue to disrupt our business, as well as that of our customers, suppliers and other counterparties, for an indefinite period of time.
−Removed: 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.
+Added: We continue to take precautionary measures including leaves of absence for affected employees and their close contacts, stringent contact tracing, enhanced safe distancing measures, and arrangements for the vaccination of our employees in Thailand.
+Added: Although we did not experience any significant disruptions in our operations or decrease in customer demand during year ended June 24, 2022, any worsening of the pandemic may result in more stringent measures being implemented by local authorities, such as shutting down our manufacturing facilities, which would have a significant negative impact on our operations.
+Added: 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 as well as related containment measures ordered by government authorities, our compliance with such measures has already impacted our day-to-day operations and could continue to disrupt our business, as well as that of our customers, suppliers and other counterparties, for an indefinite period of time.
+Added: In addition, increased international political instability, evidenced by the threat or occurrence of terrorist attacks, enhanced national security measures, Russia’s invasion of Ukraine, 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.
−Removed: Such events may also disrupt the transportation of materials to our manufacturing facilities and finished products to our customers.
+Added: 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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Financial Risks
+Added: Unfavorable worldwide economic conditions may negatively affect our business, financial condition and operating results.
+Added: 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, heightening concerns about the likelihood of a global depression and potential default of various national bonds and debt backed by individual countries.
+Added: Such developments, as well as the politics impacting these, could adversely affect our financial results.
+Added: 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.
+Added: 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.
+Added: In addition, our ability to access capital markets may be restricted, which could have an impact on our ability to react to changing economic and business conditions and could also adversely affect our business, financial condition and operating results.
+Added: Due to the unprecedented and rapidly changing social and global economic impacts associated with COVID-19, we are unable to predict or estimate the ultimate impact of the pandemic on our business, which will depend on, among other things:
+Added: the extent and duration of the pandemic, the severity of the disease and the number of people infected;
+Added: the effects on the global economy, including the effects and duration of measures taken by governmental authorities and other third parties restricting day-to-day life and business operations;
+Added: and the efficacy of governmental programs implemented to assist businesses impacted by the pandemic.
+Added: At this time, we cannot estimate the short- or long-term impacts of COVID-19 on our business, financial condition and operating results.
+Added: Inflation has also risen globally to historically high levels.
+Added: If the inflation rate continues to increase, the costs of labor and other expenses could also increase.
+Added: There is no assurance that our revenues will increase at the same rate to maintain the same level of profitability.
+Added: Inflation and government efforts to combat inflation, such as raising the benchmark interest rate, could increase market volatility and have an adverse effect on the financial market and global economy.
+Added: Such adverse conditions could negatively impact demand for our products, which could adversely affect our business, financial condition and operating results.
The loan agreements for our long-term debt obligations and other credit facilities contain financial ratio covenants that may impair our ability to conduct our business.
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We generally use LIBOR as a reference rate to calculate interest rates under our credit facility agreement.
−Removed: In 2017, the U.K.’s Financial Conduct Authority ("FCA"), which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021.
+Added: In 2017, the U.K.’s Financial Conduct Authority ("FCA"), which regulates LIBOR, announced that it intended to phase out LIBOR by the end of 2021.
On March 5, 2021, the FCA announced the dates on which the panel bank submissions for all LIBOR settings will cease, after which representative LIBOR rates will no longer be available.
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Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S.
−Removed: financial institutions, has identified replacing U.S.
−Removed: dollar LIBOR with a new index, the Secured Overnight Financing Rate (“SOFR”), calculated using short-term repurchase agreements backed by Treasury securities.
−Removed: The International Swaps and Derivatives Association (ISDA) issued a statement on March 5, 2021, in response to the announcement by the FCA on the future cessation and loss of representativeness of LIBOR benchmarks.
−Removed: ISDA confirmed that the FCA’s announcement constitutes an index cessation event under IBOR Fallbacks and Supplements and the ISDA 2020 Fallbacks Protocol for all 35 LIBOR settings.
+Added: financial institutions, has identified replacing USD LIBOR with a new index, the Secured Overnight Financing Rate, calculated using short-term repurchase agreements backed by Treasury securities.
+Added: In response to the announcement by the FCA on the future cessation and loss of representativeness of LIBOR benchmark, the International Swaps and Derivatives Association ("ISDA") issued a statement on March 5, 2021 confirming that the FCA’s announcement constitutes an index cessation event under IBOR Fallbacks and Supplements and the ISDA 2020 Fallbacks Protocol for all 35 LIBOR settings.
As a result, the fallback spread adjustments were fixed as of the date of the announcement.
−Removed: The fallbacks will automatically occur for outstanding derivatives contracts that incorporate the IBOR Fallbacks Supplement or are subject to the ISDA 2020 Fallbacks Protocol on the dates immediately after:
−Removed: December 31, 2021, for outstanding derivatives referenced to all EUR, GBP, CHF and JPY LIBOR settings;
−Removed: and June 30, 2023, for outstanding derivatives referenced to all USD LIBOR settings.
−Removed: We have adhered to the ISDA 2020 IBOR Fallbacks Protocol since January 2021 for outstanding interest rate swap agreements which we have with banks which its interest rates are referred to 1-month USD LIBOR and 3-month USD LIBOR;
−Removed: therefore, the fallbacks will automatically occur on June 30, 2023 as described above.
+Added: The fallbacks will automatically occur for outstanding derivatives contracts that incorporate the IBOR Fallbacks Supplement or are subject to the ISDA 2020 Fallbacks Protocol immediately after December 31, 2021 for outstanding derivatives referenced to all EUR, GBP, CHF and JPY LIBOR settings, and June 30, 2023 for outstanding derivatives referenced to all USD LIBOR settings.
+Added: We have adhered to the ISDA 2020 IBOR Fallbacks Protocol since January 2021 for outstanding interest rate swap agreements which we have with banks with interest rates referenced to 1-month USD LIBOR and 3-month USD LIBOR settings;
+Added: therefore, the fallbacks will automatically occur immediately after June 30, 2023 as described above.
The new rates may not be as favorable to us as those in effect prior to any LIBOR phase-out.
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Any such effects of the transition away from LIBOR, as well as other unforeseen effects, may result in expenses, difficulties, complications or delays in connection with future financing efforts, which could have a material adverse impact on our business, financial condition and operating results.
−Removed: Unfavorable worldwide economic conditions may negatively affect our business, financial condition and operating results.
−Removed: 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.
−Removed: 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.
−Removed: and global economies and adversely affect our financial results.
−Removed: 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.
−Removed: 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.
−Removed: In addition, our ability to access capital markets may be restricted, which could have an impact on our ability to react to changing economic and business conditions and could also adversely affect our business, financial condition and operating results.
−Removed: Due to the unprecedented and rapidly changing social and global economic impacts associated with COVID-19, we are unable to predict or estimate the ultimate impact on our business or business prospects.
−Removed: The ultimate significance of COVID-19 on our business will depend on, among other things:
−Removed: the extent and duration of the pandemic, the severity of the disease and the number of people infected with the virus;
−Removed: the effects on the global economy of the pandemic and of the measures taken by governmental authorities and other third parties restricting day-to-day life and the length of time that such measures remain in place;
−Removed: and governmental programs implemented to assist businesses impacted by the pandemic.
−Removed: At this time, we cannot estimate the short- or long-term impacts of COVID-19 on 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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For instance, we use a combination of standard and customized software platforms to manage, record, and report all aspects of our operations and, in many instances, enable our customers to remotely access certain areas of our databases to monitor yields, inventory positions, work-in-progress status and vendor quality data.
−Removed: We are constantly expanding and updating
−Removed: our information technology infrastructure in response to our changing needs.
+Added: We are constantly expanding and updating our information technology infrastructure in response to our changing needs.
Any failure to manage, expand and update our information technology infrastructure or any failure in the operation of this infrastructure could harm our business.
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We are subject to the risk of increased income taxes, which could harm our business, financial condition and operating results.
−Removed: We are subject to income and other taxes in Thailand, the PRC, the U.K.
−Removed: Our effective income tax rate, provision for income taxes and future tax liability could be adversely affected by numerous factors, including:
−Removed: the results of tax audits and examinations;
−Removed: 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;
−Removed: changes in income tax rates;
−Removed: changes in the valuation of deferred tax assets and liabilities;
−Removed: failure to meet obligations with respect to tax exemptions;
−Removed: and changes in tax laws and regulations.
+Added: We are subject to income and other taxes in Thailand, the PRC, the U.K., the U.S.
+Added: 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.
From time to time, we engage in discussions and negotiations with tax authorities regarding tax matters in various jurisdictions.
1 unchanged sentence
federal and state tax returns remain open to examination for the tax years 2018 through 2020.
−Removed: In addition, tax returns that remain open to examination in Thailand, the PRC and the U.K.
−Removed: range from the tax years 2015 through 2020.
+Added: In addition, tax returns that remain open to examination in Thailand, the PRC, the U.K.
+Added: and Israel range from the tax years 2015 through 2021.
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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Similar preferential tax treatment was available to us through June 2020 with respect to products manufactured at our Pinehurst campus.
−Removed: 2020, 50% of our income generated from products manufactured at our Pinehurst campus will be exempted from tax through June 2025.
+Added: After June 2020, 50% of our income generated from products manufactured at our Pinehurst campus will be exempted from tax through June 2025.
Such preferential tax treatment is contingent on various factors, including the export of our customers’ products out of Thailand and our agreement not to move our manufacturing facilities out of our current province in Thailand for at least 15 years from the date on which preferential tax treatment was granted.
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If any tax 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.
+Added: Several governments are considering various tax reform proposals that, if enacted, may contain provisions that could increase our tax expense.
+Added: Further changes in the tax laws of various jurisdictions could arise as a result of the base erosion and profit shifting project undertaken by the Organisation for Economic Co-operation and Development, which represents a coalition of member countries and has recommended changes to numerous long-standing tax principles.
+Added: If implemented by taxing authorities, such changes could have a material adverse effect on our business, financial condition and operating results.
We have incurred and will continue to incur significant increased costs as a result of operating as a public company, and our management will be required to continue to devote substantial time to various compliance initiatives.
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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.
−Removed: 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.
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NADCAP (National Aerospace and Defense Contractors Accreditation Program) for Quality Assurance throughout the Aerospace and Defense Industries;
−Removed: and OHSAS18001 for Occupational Health and Safety Management Systems.
−Removed: We also maintain compliance with various additional standards imposed by the U.S.
−Removed: Food and Drug Administration (“FDA”) with respect to the manufacture of medical devices.
+Added: and ISO 45001 for Occupational Health and Safety Management Systems.
+Added: We also maintain compliance with various additional standards imposed by the FDA with respect to the manufacture of medical devices.
Additionally, we are required to register with the FDA and other regulatory bodies and are subject to continual review and periodic inspection for compliance with various regulations, including testing, quality control and documentation procedures.
1 unchanged sentence
ANSI ESD S20.20 for facilities and manufacturing process control, in compliance with ESD standard;
−Removed: Transported Asset Protection Association, or TAPA, for Logistic Security Management System;
+Added: Transported Asset Protection Association ("TAPA") and Custom Trade Partnership Against Terrorism ("C-TPAT") for Logistic Security Management System;
and CSR-DIW for Corporate Social Responsibility in Thailand.
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The sale and manufacturing of products in certain states and countries may subject us to environmental laws and regulations.
−Removed: In addition, rules adopted by the U.S.
−Removed: Securities and Exchange Commission (“SEC”) implementing the Dodd- Frank Wall Street Reform and Consumer Protection Act of 2010 impose diligence and disclosure requirements regarding the use of “conflict minerals” mined from the Democratic Republic of Congo and adjoining countries in the products we manufacture for our customers.
+Added: In addition, rules adopted by the SEC implementing the Dodd- Frank Wall Street Reform and Consumer Protection Act of 2010 impose diligence and disclosure requirements regarding the use of “conflict minerals” mined from the Democratic Republic of Congo and adjoining countries in the products we manufacture for our customers.
Compliance with these rules has resulted in additional cost and expense, including for due diligence to determine and verify the sources of any conflict minerals used in the products we manufacture, and may result in additional costs of remediation and other changes to processes or sources of supply as a consequence of such verification activities.
1 unchanged sentence
Although we do not anticipate any material adverse effects based on the nature of our operations and these laws and regulations, we will need to ensure that we and, in some cases, our suppliers comply with applicable laws and regulations.
−Removed: If we fail to timely comply with such laws and regulations, our customers may cease doing business with us, which would have a material adverse effect on our business, financial condition and operating results.
+Added: If we fail to timely comply with such laws and regulations, our customers may cease doing business with us, which would have a
+Added: material adverse effect on our business, financial condition and operating results.
In addition, if we were found to be in violation of these laws, we could be subject to governmental fines, liability to our customers and damage to our reputation, which would also have a material adverse effect on our business, financial condition and operating results.
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If securities or industry analysts stop covering us, or if too few analysts cover us, the market price of our ordinary shares could be adversely impacted.
−Removed: If one or more of the analysts who covers us downgrades our
−Removed: ordinary shares or publishes misleading or unfavorable research about our business, our market price would likely decline.
+Added: If one or more of the analysts who covers us downgrades our ordinary shares or publishes misleading or unfavorable research about our business, our market price would likely decline.
If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our ordinary shares could decrease, which could cause the market price or trading volume of our ordinary shares to decline.
3 unchanged sentences
federal income tax purposes for the taxable year 2022 or for the foreseeable future.
−Removed: However, despite our expectations, we cannot assure you that we will not become a PFIC for the taxable year 2021 or any future year because our PFIC status is determined at the end of each year and depends on the
+Added: However, despite our expectations, we guarantee that we will not become a PFIC for the taxable year 2022 or any future year because our PFIC status is determined at the end of each year and depends on the
composition of our income and assets during such year.
1 unchanged sentence
investors will be subject to increased tax liabilities under U.S.
−Removed: tax laws and regulations as well as to burdensome reporting requirements.
+Added: tax laws and regulations as well as burdensome reporting requirements.
Our business could be negatively affected as a result of activist shareholders.
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• authorize our board of directors, without action by our shareholders, to issue preferred shares and additional ordinary shares.
−Removed: These provisions could have the effect of depriving you of an opportunity to sell your ordinary shares at a premium over prevailing market prices by discouraging third parties from seeking to acquire control of us in a tender offer or similar transaction.
+Added: These provisions could have the effect of depriving our shareholders of an opportunity to sell their ordinary shares at a premium over prevailing market prices by discouraging third parties from seeking to acquire control of us in a tender offer or similar transaction.
Our shareholders may face difficulties in protecting their interests because we are incorporated under Cayman Islands law.
1 unchanged sentence
The rights of our shareholders and the fiduciary responsibilities of our directors under the laws of the Cayman Islands are not as clearly established under statutes or judicial precedent as in jurisdictions in the U.S.
−Removed: Therefore, you may have more difficulty in protecting your interests than would shareholders of a corporation incorporated in a jurisdiction in the U.S., due to the comparatively less developed nature of Cayman Islands law in this area.
+Added: Therefore, our shareholders may have more difficulty in protecting their interests than would shareholders of a corporation incorporated in a jurisdiction in the U.S., due to the comparatively less developed nature of Cayman Islands law in this area.
The Companies Law permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies.
1 unchanged sentence
Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.
−Removed: In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must in addition represent three-fourths in value of each such class of shareholders or
−Removed: creditors, as the case may be, that are present and voting either in person or by proxy at a meeting convened for that purpose.
+Added: In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting convened for that purpose.
The convening of the meeting and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands.
3 unchanged sentences
If the arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of a corporation incorporated in a jurisdiction in the U.S., providing rights to receive payment in cash for the judicially determined value of the shares.
−Removed: This may make it more difficult for you to assess the value of any consideration you may receive in a merger or consolidation or to require that the offeror give you additional consideration if you believe the consideration offered is insufficient.
+Added: This may make it more difficult for our shareholders to assess the value of any consideration they may receive in a merger or consolidation or to require that the offeror give them additional consideration if they believe the consideration offered is insufficient.
Shareholders of Cayman Islands exempted companies have no general rights under Cayman Islands law to inspect corporate records and accounts or to obtain copies of lists of shareholders.
Our directors have discretion under our MOA to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders.
−Removed: This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.
+Added: This may make it more difficult for our shareholders to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.
Subject to limited exceptions, under Cayman Islands law, a minority shareholder may not bring a derivative action against the board of directors.
22 unchanged sentences
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.