凹凸科技2016年度报告

20-F 1 f20f_040617p.htm FORM 20-F UNITED STATESSECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549FORM 20-F (Mark One) [ ]Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934or [x]Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the fiscal year ended December 31, 2016or [ ]Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 or [ ]Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934Date of event requiring this shell company report Commission file number: 0-30910 O2MICRO INTERNATIONAL LIMITED(Exact Name of Registrant as Specified in Its Charter) The Cayman Islands(Jurisdiction of Incorporation or Organization) Grand Pavilion Commercial Centre, West Bay RoadP.O. Box 32331 Grand Cayman KY1-1209, Cayman Islands(Address of Principal Executive Offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of Each ClassName of Each Exchange On Which RegisteredAmerican Depositary SharesOrdinary Shares, par value $0.00002 per shareNASDAQ Global Select MarketCayman Islands Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act: None(Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None(Title of Class) Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report. As of December 31, 2016, there were 1,279,124,900 ordinary shares, par value US$0.00002 per share, outstanding. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [x] If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes [x] No [ ] Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [x] No [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ]Accelerated filer [ ]Non-accelerated filer [x] Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP [x]International Financial Reporting Standards as issuedOther [ ] by the International Accounting Standards Board [ ] If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 [ ] Item 18 [ ] If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x] ii TABLE OF CONTENTS PART I Item 1.Identity of Directors, Senior Management and Advisors2Item 2.Offer Statistics and Expected Timetable2Item 3.Key Information2Item 4.Information on the Company12Item 4A.Unresolved Staff Comments18Item 5.Operating and Financial Review and Prospects18Item 6.Directors, Senior Management and Employees25Item 7.Major Shareholders and Related Party Transactions30Item 8.Financial Information31Item 9.The Offer and Listing31Item 10.Additional Information32Item 11.Quantitative and Qualitative Disclosures About Market Risk40Item 12.Description of Securities Other Than Equity Securities40 PART II Item 13.Defaults, Dividend Arrearages and Delinquencies42Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds42Item 15.Controls and Procedures42Item 16AAudit Committee Financial Expert43Item 16BCode of Ethics44Item 16CPrincipal Accountant Fees and Services 44Item 16DExemptions from the Listing Standards for Audit Committee44Item 16EPurchases of Equity Securities by the Issuer and Af