8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 1, 2021

Alpha and Omega Semiconductor Limited

(Exact name of registrant as specified in its charter)

Bermuda	001-34717	77-0553536
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

(Address of principal registered offices)

(408) 830-9742

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	AOSL	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Effective as of December 1, 2021 (the “Effective Date”), Alpha & Omega Semiconductor (Shanghai) Ltd. (“AOS SH”) and Agape Package Manufacturing (Shanghai) Limited (“APM SH” and, together with AOS SH, the “Sellers”), each a wholly-owned subsidiary of Alpha and Omega Semiconductor Limited (the “Company” or “AOS”), entered into a share transfer agreement (the “STA”) with a third-party investor (the “Investor”), pursuant to which the Sellers sold to the Investor approximately 2.1% of  outstanding equity interest held by the Sellers in the joint venture in Chongqing (the “JV Company”) for an aggregate purchase price of RMB 108 million (or approximately $16.9 million based on the currency exchange rate as of December 1, 2021) (the “Transaction”).  The STA contained customary representations, warranties and covenants.

Also on the Effective Date, the Investor and the other shareholders of the JV Company, including AOS and the Sellers, entered into the Fourth Supplementary Agreement (the “Fourth Amendment”) to the Joint Venture Contract dated as of March 29, 2016 among the parties named thereto (as amended and supplemented from time to time, the “JV Contract”).  Pursuant to the Fourth Amendment, the parties agree that, among other things, (a) AOS’s right to designate directors on the board of the JV Company will be three (3) out of seven (7) directors, instead of four (4) directors as provided under the JV Contract prior to the Transaction, and (b) the shareholders will facilitate the establishment of an employment stock ownership plan for the JV Company.

The Transaction was closed on December 2, 2021 (the “Closing Date”).

The above disclosure is a summary and qualified in its entirety by the STA and the Fourth Amendment, copies of which will be filed as exhibits to the Company’s Quarterly Report for the period ending December 31, 2021.

Item 2.01  Completion of Acquisition or Disposition of Assets.

Reference is made to the information disclosed under Item 1.01 above, which information is incorporated herein by reference.

As a result of the Transaction, as of the Closing Date, AOS’s equity interest in the JV Company decreased from 50.9% to 48.8%, and AOS no longer has a controlling financial interest in the JV Company.  Accordingly, AOS has made a preliminary determination that it will deconsolidate the JV Company’s financial statements and results of operations from AOS’s consolidated financial statements (the “Deconsolidation”), effective as of the Closing Date, in accordance with Accounting Standards Codification, or ASC, 810-10-40-4(c), Consolidation.  Following the Deconsolidation, AOS will account for its interest in the JV Company using the equity method of accounting effective beginning on the Closing Date.  In connection with the Deconsolidation, AOS expects to record in the second quarter of fiscal year 2022 ending December 31, 2021 a significant non-cash gain to recognize the difference between the carrying value and estimated fair value of its interest in the JV Company as of the Closing Date.  The assessment as to whether the JV Company will be deconsolidated is ongoing and will be finalized in conjunction with the Company’s financial statement close process for the three months ending December 31, 2021.

We have included as Exhibit 99.1 to this Report the unaudited pro forma consolidated condensed balance sheet as of September 30, 2021, derived from our latest unaudited consolidated condensed balance sheet filed in our Quarterly Report on Form 10-Q, and unaudited pro forma consolidated condensed statements of operations for the three months ended September 30, 2021 and for the fiscal year ended June 30, 2021 as if the Deconsolidation had occurred on July 1, 2020.

Item 7.01  Regulation FD Disclosure.

On December 7, 2021, the Company issued a press release announcing the closing of the Transaction and the Deconsolidation.  A copy of the press release is furnished as Exhibit 99.2 to this Report and is incorporated by reference into this Item 7.01.

Item 9.01   Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

Unaudited Pro Forma Consolidated Condensed Financial Information of the Registrant, which reflects the Deconsolidation, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d)   Exhibits.

99.1	Unaudited Pro Forma Consolidated Condensed Financial Information.
99.2	Press Release, dated December 7, 2021.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 7, 2021

Alpha and Omega Semiconductor Limited
By:	/s/    Yifan Liang
Name:	Yifan Liang
Title:	Chief Financial Officer and Corporate Secretary

EX-99.1

Exhibit 99.1

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION

(Unaudited)

On December 1, 2021 (the “Effective Date”), Alpha & Omega Semiconductor (Shanghai) Ltd. (“AOS SH”) and Agape Package Manufacturing (Shanghai) Limited (“APM SH” and, together with AOS SH, the “Sellers”), each a wholly-owned subsidiary of Alpha and Omega Semiconductor Limited (the “Company” or “AOS”), entered into a share transfer agreement with a third-party investor to sell a portion of the Company's equity interest in the joint venture (the “JV Company”) which consists of a power semiconductor packaging, testing and 12-inch wafer fabrication facility in Chongqing, China (the “Transaction”).  The Transaction closed on December 2, 2021 (the “Closing Date”).  The Transaction reduced the Company’s equity interest in the JV Company from 50.9% to 48.8%.  Therefore, the Company no longer has a controlling financial interest in the JV Company and has made a preliminary determination that the JV Company will be deconsolidated from the Company’s consolidated financial statements effective as of the Closing Date.  The assessment as to whether the JV Company will be deconsolidated is ongoing and will be finalized in conjunction with the Company’s financial statement close process for the three months ending December 31, 2021.

The unaudited pro forma consolidated condensed balance sheet data as of September 30, 2021 is presented as if the deconsolidation of the JV Company had occurred on September 30, 2021.  The unaudited pro forma consolidated condensed statements of operations for the year ended June 30, 2021 and the three months ended September 30, 2021 are presented as if the deconsolidation of the JV Company had occurred on July 1, 2020.  The unaudited pro forma consolidated condensed financial information is subject to adjustment and is presented for informational purposes only and does not purport to represent what the Company’s results of operations or financial position would actually have been if deconsolidation had in fact occurred on the dates discussed above.  It also does not project or forecast the Company’s consolidated results of operations or financial position for any future date or period.  Actual results may differ significantly from those reflected here in the unaudited pro forma consolidated financial statements for various reasons, including but not limited to, the differences between the assumptions used to prepare the unaudited pro forma consolidated financial statements and actual results.

The pro forma consolidated condensed financial statements of the Company should be read in conjunction with the historical consolidated financial statements of the Company and the related notes included in its 2021 Annual Report on Form 10-K and other periodic reports the Company filed with the SEC.

ALPHA AND OMEGA SEMICONDUCTOR LIMITED
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
(Unaudited in thousands)
	As of September 30, 2021
	As Reported			Transaction Accounting Adjustments (a)				Pro Forma
ASSETS
Current assets:
Cash and cash equivalents	$	252,453		$	(4,070	)	(b)	$	248,383
Restricted cash		342			(109	)			233
Accounts receivable, net		39,317			(31	)			39,286
Receivable from equity investee, net		—			13,115		(c)		13,115
Inventories		163,437			(53,966	)			109,471
Other current assets		17,518			(7,026	)			10,492
Total current assets		473,067			(52,087	)			420,980
Property, plant and equipment, net		441,279			(266,211	)			175,068
Operating lease right-of-use assets, net		33,437			(11,754	)			21,683
Intangible assets, net		12,570			—				12,570
Equity method investment in equity investee		—			391,360		(d)		391,360
Deferred income tax assets		5,216			(4,775	)	(g)		441
Restricted cash - long-term		2,168			(2,168	)			—
Other long-term assets		23,941			(1,647	)			22,294
Total assets	$	991,678		$	52,718			$	1,044,396
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	81,681		$	(32,329	)		$	49,352
Accrued liabilities		92,207			(18,253	)			73,954
Income taxes payable		3,004			2,192		(f)		5,196
Short-term debt		57,955			(49,645	)			8,310
Finance lease liabilities		16,722			(16,722	)			—
Operating lease liabilities		5,537			(1,010	)			4,527
Total current liabilities		257,106			(115,767	)			141,339
Long-term debt		75,991			(62,068	)			13,923
Income taxes payable - long-term		1,332			—				1,332
Deferred income tax liabilities		3,136			26,641		(g)		29,777
Finance lease liabilities - long-term		8,516			(8,516	)			—
Operating lease liabilities - long-term		29,342			(10,748	)			18,594
Other long-term liabilities		74,265			(454	)			73,811
Total liabilities		449,688			(170,912	)			278,776
Equity:
Preferred shares		—			—				—
Common shares		66			—				66
Treasury shares at cost		(66,052	)		—				(66,052	)
Additional paid-in capital		264,321			—				264,321
Accumulated other comprehensive income		2,229			(1,002	)	(a)		1,227
Retained earnings		200,307			365,751		(e)		566,058
Total Alpha and Omega Semiconductor Limited shareholder's equity		400,871			364,749				765,620
Noncontrolling interest		141,119			(141,119	)			—
Total equity		541,990			223,630				765,620
Total liabilities and equity	$	991,678		$	52,718			$	1,044,396

ALPHA AND OMEGA SEMICONDUCTOR LIMITED
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
	Year Ended June 30, 2021
	As Reported			Transaction Accounting Adjustments (h)				Pro Forma
Revenue	$	656,902		$	(489	)		$	656,413
Cost of goods sold		452,359			4,927				457,286
Gross profit		204,543			(5,416	)			199,127
Operating expenses:
Research and development		62,953			(4,735	)			58,218
Selling, general and administrative		77,514			(2,849	)			74,665
Total operating expenses		140,467			(7,584	)			132,883
Operating income		64,076			2,168				66,244
Interest expense and other income (loss), net		(3,852	)		1,553				(2,299	)
Gain on deconsolidation of the JV Company		—			398,357		(e)		398,357
Net income before income taxes		60,224			402,078				462,302
Income tax expense		3,935			33,608				37,543
Net income before loss from equity method investments		56,289			368,470				424,759
Equity method investment loss from equity investee, net of tax		—			10,152				10,152
Net income		56,289			358,318				414,607
Net loss attributable to noncontrolling interest		(1,827	)		1,827				—
Net income attributable to Alpha and Omega Semiconductor Limited	$	58,116		$	356,491			$	414,607
Net income per common share attributable to Alpha and Omega Semiconductor Limited
Basic	$	2.25						$	16.08
Diluted	$	2.13						$	15.20
Weighted average number of common share attributable to Alpha and Omega Semiconductor Limited used to compute net income per share:
Basic		25,786							25,786
Diluted		27,272							27,272

ALPHA AND OMEGA SEMICONDUCTOR LIMITED
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited, in thousands except per share data)
	Three Months Ended September 30, 2021
	As Reported			Transaction Accounting Adjustments (h)			Pro Forma
Revenue	$	187,035		$	(379	)	$	186,656
Cost of goods sold		122,468			(352	)		122,116
Gross profit		64,567			(27	)		64,540
Operating expenses
Research and development		17,812			(1,142	)		16,670
Selling, general and administrative		21,806			(965	)		20,841
Total operating expenses		39,618			(2,107	)		37,511
Operating income		24,949			2,080			27,029
Interest expense and other income (loss), net		(2,192	)		1,966			(226	)
Net income before income taxes		22,757			4,046			26,803
Income tax expense		1,320			—			1,320
Net income before loss from equity method investments		21,437			4,046			25,483
Equity method investment loss from equity investee, net of tax		—			3,632			3,632
Net income		21,437			414			21,851
Net loss attributable to noncontrolling interest		(1,987	)		1,987			—
Net income attributable to Alpha and Omega Semiconductor Limited	$	23,424		$	(1,573	)	$	21,851
Net income per common share attributable to Alpha and Omega Semiconductor Limited
Basic	$	0.89					$	0.83
Diluted	$	0.85					$	0.79
Weighted average number of common shares attributable to Alpha and Omega Semiconductor Limited used to compute net income per share
Basic		26,365						26,365
Diluted		27,638						27,638

ALPHA AND OMEGA SEMICONDUCTOR LIMITED

NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION

(Unaudited)

(a) This adjustment reflects the deconsolidation of the assets, liabilities, accumulated other comprehensive income, and noncontrolling interests related to the JV Company as of September 30, 2021 in accordance with ASC 810-10-40-4(c) due to a loss control of the JV Company that occurred on December 2, 2021.

(b) This adjustment includes cash consideration from sale of 2.1% equity interest in the JV Company by AOS for approximately $16.9 million.

(c)This adjustment includes the net receivable from the JV Company as of September 30, 2021, which was eliminated as an intercompany balance in consolidation by AOS.

(d) This adjustment reflects the preliminary estimated fair value of the AOS retained investment in the JV Company on December 2, 2021.  This amount was determined using a market approach by multiplying 48.8% equity interest of the JV Company AOS held on December 2, 2021, by the $801.7 million enterprise value of the JV Company determined based upon the sale transaction by AOS to the unrelated investor. The estimated fair value may be subject to change upon finalization of our financial statement close process.

(e) This adjustment reflects the shareholders’ equity and recognizes a proforma estimated gain, net of tax, of $364.8 million upon the deconsolidation of the JV Company.  The pro forma estimated gain, net of tax, was computed based upon the carrying amount of noncontrolling interest, deferred income taxes and the JV Company’s net assets as of September 30, 2021.  The actual gain on deconsolidation, net of taxes, will be determined based upon the carrying amount of the noncontrolling interest, deferred income taxes and the JV Company’s net assets as of December 2, 2021.  We are not able to calculate the actual gain or income tax impact on this gain until we determine the actual balances of our carrying amounts, as applicable as of December 2, 2021, which will be completed during the second fiscal quarter ending December 31, 2021. The actual gain, including related income taxes, may differ materially from the proforma estimated gain, net of tax, shown herein.

The pro forma estimated gain, net of tax, was computed as follows:

(in millions)
Cash received (net of transaction costs)	$	16.9
Plus: Fair value of AOS's retained investment in the JV Company as of December 2, 2021		391.4
Plus: Carrying amount of noncontrolling interest as of September 30, 2021		141.1
Less: Carrying value of the JV Company’s net assets as of September 30, 2021		151.0
Pro forma net estimated gain on deconsolidation of the JV Company before income taxes		398.4
Less: Deferred long-term income taxes as of September 30, 2021		31.4
Less: Current pro forma tax provision on deconsolidation of the JV Company		2.2
Pro forma net estimated gain on deconsolidation of the JV Company	$	364.8

(f) This adjustment reflects an increase in current tax liabilities of $2.2 million as a result of the net estimated gain recognized on deconsolidation of the JV Company.  The tax effect of the pro forma adjustments was calculated using our historical statutory rates in effect for the periods presented, as applicable.

(g) This adjustment is an increase in deferred taxes of $31.4 million as a result of the net estimated gain recognized on deconsolidation of the JV Company and the Company no longer asserting permanent reinvestment related to its investment in the JV Company.  The tax effect of the pro forma adjustments was calculated using our historical statutory rates in effect for the periods presented, as applicable.

(h) This adjustment reflects the elimination of revenues, expenses and net loss attributable to noncontrolling interest related to the deconsolidation of the JV Company and the recording of investment loss from the JV Company under the equity method for the respective periods presented.

EX-99.2

Exhibit 99.2

AOS Announces Sale of Portion of JV Equity Interest and Financial Deconsolidation

SUNNYVALE, Calif.--(BUSINESS WIRE)--December 7, 2021--Alpha and Omega Semiconductor Limited (“AOS”) (NASDAQ: AOSL) today announced a transaction related to a sale of approximately 2.1% of the outstanding equity interest in the joint venture company in Chongqing, China (the “JV Company”) to a third party investor for an aggregate purchase price of RMB 108 million, or approximately $16.9 million based on the currency exchange rate as of December 1, 2021 (the “Transaction”). The Transaction was closed on December 2, 2021. AOS is reducing its ownership to below 50% to increase the flexibility of the JV Company to raise capital to fund its future expansion. Following the Transaction and the successful ramp up to its Phase I target run rate in the September quarter of 2021, as planned, the JV Company intends to raise up to $200 million through private funding rounds for its Phase II expansion.

In addition to immediate private funding rounds, the JV Company is also contemplating an eventual listing on the Science and Technology innovAtion boaRd, or STAR Market, of the Shanghai Stock Exchange. The Transaction assists the JV Company in meeting certain regulatory listing requirements. A potential STAR Market listing may take several years to consummate and there is no guarantee that such listing by the JV Company will be successful or will be completed in a timely manner, or at all.

As part of the Transaction, AOS’s right to designate directors on the board of JV Company will be three (3) out of seven (7) directors, instead of four (4) directors as provided under the JV contract prior to the Transaction. As a result of the Transaction, AOS has made a preliminary determination that the JV Company should be deconsolidated from the consolidated financial statements of AOS under applicable U.S. GAAP accounting rules. Going forward, the JV Company will be accounted for under the equity method of accounting.

The post-transaction 48.8% equity interest owned by AOS is valued at approximately $391.4 million. The Transaction is expected to result in a capital gain of approximately $364.8 million, net of applicable taxes, for AOS, which will be recognized in the December 2021 quarterly income statement. The realized gain is expected to result in an associated current tax payment of $2.2 million, while the unrealized gain will result in a deferred tax liability.

The deconsolidation is not expected to have a material impact on AOS’s operational financial performance. Our GAAP and non-GAAP guidance for the December 2021 quarter remains unchanged. Please note the gain and related taxes resulted from the Transaction and the deconsolidation will be reflected in our GAAP income statement. For non-GAAP financials, we intend to exclude the gain and the future equity income (loss) from the equity investee.

AOS Chief Executive Officer Dr. Mike Chang commented, “This Transaction is the next step in our plan for the JV Company. By optimizing our shareholding structure, the JV company can enhance its flexibility in future capital raising while AOS can continue to access the JV Company’s manufacturing capacity as one of the key customers. We believe it is in the best interests of all stakeholders, including AOS shareholders who benefit from the value we helped create at the JV Company. Our team will continue to pursue a multi-faceted capacity expansion plan, which includes the JV Company’s Phase II, a $100 million expansion of our Oregon fab, and working closely with our foundry partners. We are excited about our prospects for growth and are confident we will be able to reach our mid-term goal of $1 billion in annual revenue by calendar year 2024/2025.”

For a more detailed description of the share transfer agreement and related transactions, please see the Current Report on Form 8-K filed by AOS on December 7, 2021. The assessment as to whether the JV Company will be deconsolidated and measurement of the realized gain is ongoing and will be finalized in conjunction with the Company’s financial statement close process for the three months ending December 31, 2021.

About AOS

Alpha and Omega Semiconductor Limited, or AOS, is a designer, developer, and global supplier of a broad range of power semiconductors, including a wide portfolio of Power MOSFET, IGBT, IPM, TVS, HVIC, SiC/GaN, Power IC, and Digital Power products. AOS has developed extensive intellectual property and technical knowledge that encompasses the latest advancements in the power semiconductor industry, which enables us to introduce innovative products to address the increasingly complex power requirements of advanced electronics. AOS differentiates itself by integrating its Discrete and IC semiconductor process technology, product design, and advanced packaging know-how to develop high-performance power management solutions. AOS’s portfolio of products targets high-volume applications, including portable computers, flat-panel TVs, LED lighting, smartphones, battery packs, consumer and industrial motor controls, automotive electronics, and power supplies for TVs, computers, servers, and telecommunications equipment. For more information, please visit www.aosmd.com.

Forward-Looking Statements

This press release contains forward-looking statements that are based on current expectations, estimates, forecasts and projections of future performance based on management's judgment, beliefs, current trends, and anticipated product performance. These forward-looking statements include, without limitation, statements relating to the proposed STAR listing of the JV Company; the impact of deconsolidation on the Company’s financial results; the ability of AOS to access sufficient manufacturing capacity; and the JV Company’s plan to raise additional capital to fund its expansion plan. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking statements. These factors include, but are not limited to, the impact of COVID-19 pandemic on our business; our ability to successfully operate our joint venture in China; our ability to develop and succeed in the digital power business; difficulties and challenges in executing our diversification strategy into different market segments; new tariffs on goods from China; ordering pattern from distributors and seasonality; changes in regulatory environment and government investigation; our ability to introduce or develop new and enhanced products that achieve market acceptance; decline of PC markets; the actual product performance in volume production; the quality and reliability of our product, our ability to achieve design wins; the general business and economic conditions; the state of semiconductor industry and seasonality of our markets; our ability to maintain factory utilization at a desirable level; and other risks as described in our SEC filings, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2021 filed by AOS with the SEC and other periodic reports we filed with the SEC. Other unknown or unpredictable factors or underlying assumptions subsequently proving to be incorrect could cause actual results to differ materially from those in the forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. You should not place undue reliance on these forward-looking statements. All information provided in this press release is as of today's date, unless otherwise stated, and AOS undertakes no duty to update such information, except as required under applicable law.

Contacts

Investor and media inquiries:

The Blueshirt Group
Gary Dvorchak, CFA
+86 (138) 1079-1480
gary@blueshirtgroup.com

XML

Document and Entity Information	Dec. 01, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 01, 2021
Entity Registrant Name	Alpha and Omega Semiconductor Limited
Entity Incorporation, State or Country Code	D0
Entity File Number	001-34717
Entity Tax Identification Number	77-0553536
Entity Address, Address Line One	Clarendon House
Entity Address, Address Line Two	2 Church Street
Entity Address, City or Town	Hamilton
Entity Address, Country	BM
Entity Address, Postal Zip Code	HM 11
City Area Code	408
Local Phone Number	830-9742
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001387467
Title of 12(b) Security	Common Shares
Trading Symbol	AOSL
Security Exchange Name	NASDAQ