Delaware
|
001-38273
|
94-3290283
|
(State or Other
Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
42307 Osgood Road, Suite I
|
|
Fremont, California
|
94539
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
☐ |
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))
|
Title of each class
|
Trading symbol
|
Name of each exchange on which registered
|
||
Class A Common Stock, par value $0.0001 per share
|
ACMR
|
Nasdaq Global Market
|
NOTE: |
ACM Research, Inc., or ACM Research, conducts its business operations principally through its subsidiary ACM Research (Shanghai), Inc., or ACM
Shanghai. Unless the context requires otherwise, references in this report to “our,” “us,” “we” and similar terms refer to ACM Research and its subsidiaries, including ACM Shanghai, collectively.
|
Item 1.01.
|
Entry into a Material Definitive Agreement.
|
Item 7.01.
|
Regulation FD Disclosure. |
Item 8.01.
|
Other Information.
|
• |
a listing, which we refer to as the STAR Listing, of shares of ACM Shanghai on the Shanghai Stock Exchange’s Sci-Tech Innovation Board, known as the STAR Market; and
|
• |
a concurrent initial public offering, which we refer to as the STAR IPO, of ACM Shanghai shares in the People’s Republic of China, or the PRC, at a pre-offering
valuation of not less than RMB 5.15 billion ($747.1 million).
|
• |
the land lease and building construction for our proposed development and production center in the Lingang region of Shanghai, as described in the Current Report on
Form 8-K we filed with the Securities and Exchange Commission, or SEC, on May 13, 2020;
|
• |
product development to upgrade and expand our process equipment targeted at more advanced process nodes, including technical improvement and development of TEBO
megasonic cleaning equipment, Tahoe single wafer wet bench combined cleaning equipment, front-end brush scrubbing equipment, front end process electroplating equipment, Stress Free Polish equipment and vertical furnace equipment; and
|
• |
working capital.
|
• |
Commitment Letter Regarding the Lock-up of Shares, pursuant to which ACM Research has agreed to a three-year lockup of its shares in ACM Shanghai, including a
prohibition against directing ACM Shanghai to repurchase any of its shares following the closing of the STAR IPO. The lockup period will be extended for six additional months if the daily closing price of ACM Shanghai shares for twenty
consecutive trading days during the first six months following the STAR IPO is lower than the issue price of shares in the STAR IPO.
|
• |
Commitment Letter Regarding Shareholding Intent and Intent to Reduce Shareholdings, pursuant to which ACM Research and David H. Wang, Chief Executive Officer,
President and Chair of the Board, have agreed that sale of ACM Shanghai shares during the two-year period following the termination of its lockup period (as described above) will be made (a) in a manner consistent with the regulations of
the China Securities Regulatory Commission, or CSRC, and the Shanghai Stock Exchange, (b) at a price no lower than the issue price of shares the STAR IPO and (c) following a pre‑announcement of its intention to make such sale. Assuming the
lockup period is not extended as described in the preceding paragraph, this agreement will terminate five years following the closing of the STAR IPO.
|
• |
Commitment Letter Regarding the Plan and Binding Measures for Stabilizing the Stock Price of ACM Shanghai Within Three Years After Listing, pursuant to which ACM
Research and certain of its officers and directors, including Dr. Wang, have severally agreed that if, during the three‑year period following the STAR IPO, the daily closing price of the shares of ACM Shanghai for twenty consecutive trading
days is lower than the audited net assets value per share (as defined) for the fiscal year prior to the STAR IPO, the parties agree that they will take measures to stabilize the ACM Shanghai share price by either (a) ACM Shanghai
repurchasing shares purchased by minority shareholders or (b) ACM Research, Dr. Wang or other executive officers and directors purchasing additional ACM Shanghai shares.
|
• |
Commitment Letter Regarding Fraudulent Issuance of Listed Shares, pursuant to which ACM Research, ACM Shanghai and Dr. Wang have represented that there has been no
fraud in the STAR IPO and undertake to purchase any shares of ACM Shanghai issued pursuant to the STAR IPO if it is determined by the CSRC and other relevant authorities that fraud was so committed or that ACM Shanghai was ineligible for
the STAR IPO.
|
• |
Commitment Letter Regarding the Lack of False Records, Misleading Statements or Major Omissions, pursuant to which ACM Research has covenanted not to make any
misrepresentations, misleading statements or major omissions in its disclosure documents relating to the STAR IPO and has agreed to compensate investors in ACM Shanghai for losses according to law in the event of a breach.
|
• |
Commitment Letter Regarding Making Up for Diluted Immediate Returns, pursuant to which ACM Research has undertaken to prevent the risk of dilution to ACM Shanghai
shareholders and to assert influence of ACM Shanghai’s operations only to the extent of ACM Research’s authority as a majority shareholder.
|
• |
Commitment Letter Regarding Unfulfilled Commitment on Binding Measures, pursuant to which ACM Research and Dr. Wang have committed to fulfill the obligations of ACM
Research set forth in the PID and have agreed to take certain corrective actions for failure to do so, including publicly explaining reasons for such failure, compensate investors in ACM Shanghai for losses according to law, foregoing
dividends from ACM Shanghai, and returning any gains that resulted from such failure.
|
• |
Letter of Commitment on the Avoidance of Competition in the Same Industry, pursuant to which ACM Research has agreed that it will not, without the prior consent of
ACM Shanghai, compete with the principal business of ACM Shanghai, including supporting any companies that may compete with ACM Shanghai. If ACM Research engages in any competitive activity, it has agreed to terminate or otherwise transfer
such activity and, in the case of transfer, grants to ACM Shanghai a right of first refusal to acquire such transferred activity. The commitment under this agreement will remain in effect so long as ACM Research remains the controlling
shareholder of ACM Shanghai.
|
• |
Commitment Letter Regarding the Standardization and Reduction of Related Transactions, pursuant to which ACM Research has agreed that any transactions between ACM
Research and ACM Shanghai will be standardized, to the extent possible, at arm’s-length and fair to ACM Shanghai.
|
• |
Commitment Letter Regarding the Avoidance of Funds Occupation and Illegal Guarantee, pursuant to which ACM Research has agreed that the funds of ACM Shanghai and its
controlled companies have not, and will not, be used for non-operating purposes, including that ACM Shanghai will not provide any guarantees in violation of applicable regulations.
|
• |
Statement and Commitment Letter, pursuant to which ACM Research has covenanted as to its ownership of shares of ACM Shanghai and related matters.
|
• |
Commitment Letter Regarding Property Lease Matters, pursuant to which ACM Research has guaranteed in full the payment of all costs of any relocation of ACM Shanghai
resulting from ACM Shanghai being unable to continue to lease and use, due to certain property mortgage matters, either of the two properties it currently leases in Shanghai for ACM Shanghai’s headquarters and manufacturing space.
|
• |
Commitment Letter Regarding Social Insurance and Housing Provident Fund Matters, pursuant to which ACM Research has guaranteed in full the payment of ACM Shanghai’s
obligations to make certain social insurance and housing fund contributions.
|
• |
Commitment Letter Regarding Foreign Exchange Matters pursuant to which ACM Research has agreed to be responsible for any obligations imposed by the foreign exchange
management department relating to the STAR IPO or for any foreign exchange matters existing before the STAR IPO.
|
• |
Confirmation and Commitment Letter Regarding the Historical Evolution Related Matters Regarding ACM Shanghai, pursuant to which ACM Research has covenanted as to
historical developments regarding ACM Shanghai, including with respect to certain intellectual property of ACM Shanghai.
|
• |
Confirmation Letter, pursuant to which ACM Research has confirmed it did not use any intellectual property licensed under its Technology License Agreement dated
January 31, 2007 with ACM Shanghai (under which ACM Research granted ACM Shanghai a worldwide exclusive license to the intellectual property owned or controlled by ACM Shanghai) in a manner inconsistent with such agreement, that it has not
otherwise transferred or authorized anyone else to use the licensed intellectual property, and that no dispute exists with respect to the intellectual property of ACM Shanghai.
|
• |
he will not voluntarily convert any Class B common stock held by him into Class A common stock for a three-year period after the completion of the STAR IPO;
|
• |
he will lockup, and not sell, any shares of ACM Shanghai directly or indirectly owned by him for a three-year period after the completion of the STAR IPO, subject to
a six-month extension if the daily closing price of ACM Shanghai shares for twenty consecutive trading days during the first six months following the STAR IPO is lower than the issue price of shares in the STAR IPO;
|
• |
following the expiration of his lockup obligations, his sales of ACM Shanghai shares will be subject to volume limitations for a period of four years and as long as
he continues to serve on the board of directors of ACM Shanghai;
|
• |
he will cause ACM Shanghai to fulfill its obligations set forth in the PID and to take certain actions if it fails to do so, including compensating investors for
losses and publicly explaining the reason for any failure;
|
• |
he will refrain from competing, or causing any entities controlled by him to compete, with the primary business of ACM Shanghai;
|
• |
he will, to the extent possible, cause related party transactions with ACM Shanghai to be standardized and ensure that such transactions are fair to ACM Shanghai; and
|
• |
he will not use the funds of ACM Shanghai for personal gain or any other unlawful purpose.
|
• |
In December 2018 the SEC and the PCAOB issued a joint statement highlighting continued challenges faced by U.S. regulators in their oversight of financial statement
audits of U.S.-listed reporting companies with significant operations in the PRC.
|
• |
In June 2019 a bipartisan group of lawmakers introduced bills in both houses of the U.S. Congress that, if passed, would have required the SEC to maintain a list of
reporting companies for which the PCAOB is not able to inspect or investigate an auditor report issued by a foreign public accounting firm. The proposed Ensuring Quality Information and Transparency for Abroad-Based Listings on our
Exchanges Act, or EQUITABLE Act, would have prescribed increased disclosure requirements for these reporting companies and, beginning in 2025, provided for the delisting from U.S. stock exchanges of reporting companies included on the SEC’s
list for three consecutive years.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
Exhibit
|
Description
|
|
Commitment Letter Regarding the Lock-up of Shares, effective as of May 26, 2020, of ACM Research, Inc.
|
||
Commitment Letter Regarding Shareholding Intent and Intent to Reduce Shareholding, effective as of May
26, 2020, of ACM Research, Inc. and David H. Wang
|
||
Commitment Letter Regarding the Plan and Binding Measures for Stabilizing the Stock Price of ACM
Research (Shanghai), Inc. Within Three Years After Listing, effective as of May 26, 2020, of ACM Research, Inc., ACM Research (Shanghai), Inc., and certain individuals named therein
|
||
Commitment Letter Regarding Fraudulent Issuance of Listed Shares, effective as of May 26, 2020, of ACM
Research, Inc., ACM Research (Shanghai), Inc. and David H. Wang
|
||
10.05*†
|
|
Commitment Letter Regarding the Lack of False Records, Misleading Statements or Major Omissions in the
Preliminary Information Document, effective as of May 26, 2020, of ACM Research, Inc.
|
Commitment Letter Regarding Making Up for Diluted Immediate Returns, effective as of May 26, 2020, of
ACM Research, Inc.
|
||
10.07*†
|
|
Commitment Letter Regarding Unfulfilled Commitment on Binding Measures, effective as of May 26, 2020, of
ACM Research, Inc. and David H. Wang
|
Commitment Letter Regarding the Avoidance of Competition in the Same Industry, effective as of May 26,
2020, of ACM Research, Inc.
|
||
Commitment Letter Regarding the Standardization and Reduction of Related Transactions, effective as of
May 26, 2020, of ACM Research, Inc.
|
||
Commitment Letter Regarding the Avoidance of Funds Occupation and Illegal Guarantee, effective as of May
26, 2020, of ACM Research, Inc.
|
||
10.11*†
|
|
Statement and Commitment Letter, effective as of May 26, 2020, of ACM Research, Inc.
|
Commitment Letter Regarding Property Lease Matters, effective as of May 26, 2020, of ACM Research, Inc.
|
||
Commitment Letter Regarding Social Insurance and Housing Provident Fund Matters, effective as of May 26,
2020, of ACM Research, Inc.
|
||
Commitment Letter Regarding Foreign Exchange Matters, effective as of May 26, 2020, of ACM Research,
Inc.
|
||
Confirmation and Commitment Letter Regarding the Historical Evolution Related Matters Regarding ACM
Research (Shanghai), Inc., effective as of May 26, 2020, of ACM Research, Inc.
|
||
Confirmation Letter, effective as of May 26, 2020, of ACM Research, Inc.
|
||
99.01*†
|
|
Preliminary Information Document of ACM Research (Shanghai), Inc.
|
ACM RESEARCH, INC.
|
||
By:
|
/s/ Mark McKechnie
|
|
Mark McKechnie
|
||
Chief Financial Officer and Treasurer
|
ACM RESEARCH, INC.
|
|
Signature: /s/ Hui Wang
|
|
Name: HUI WANG
|
|
Title: Authorized representative
|
|
Date: May 21, 2020
|
ACM RESEARCH, INC.
|
|
Signature: /s/ Hui Wang
|
|
Name: HUI WANG
|
|
Title: Authorized representative
|
|
Date: Year Month Day
|
/s/ Hui Wang
|
|
HUI WANG
|
ACM RESEARCH, INC.
|
|
Signature: /s/ Hui Wang
|
|
Name: HUI WANG
|
|
Title: Authorized representative
|
|
Date: Year Month Day
|
/s/ Hui Wang
|
|
HUI WANG
|
/s/ Luo Qianli
|
/s/ Haiping Dun
|
/s/ Stephen Sun-Hai Chiao
|
Luo Qianli
|
HAIPING DUN
|
STEPHEN SUN-HAI CHIAO
|
/s/ Wang Jian
|
/s/ Lisa Yi Lu Feng
|
/s/ Sotheara Cheav
|
Wang Jian
|
LISA YI LU FENG
|
SOTHEARA CHEAV
|
/s/ Chen Fuping
|
/s/ Luo Mingzhu
|
|
Chen Fuping
|
Luo Mingzhu
|
ACM RESEARCH, INC.
|
|
Signature: /s/ Hui Wang
|
|
Name: HUI WANG
|
|
Title: Authorized representative
|
|
Date: Year Month Day
|
/s/ Hui Wang
|
|
HUI WANG
|
|
Date: Year Month Day |
ACM RESEARCH, INC.
|
|
Signature: /s/ Hui Wang
|
|
Name: HUI WANG
|
|
Title: Authorized representative
|
|
Date: Year Month Day
|
ACM RESEARCH, INC.
|
|
Signature: /s/ Hui Wang
|
|
Name: HUI WANG
|
|
Title: Authorized representative
|
|
Date: May 21, 2020
|
ACM RESEARCH, INC.
|
|
Signature: /s/ Hui Wang
|
|
Name: HUI WANG
|
|
Title: Authorized representative
|
|
Date: Year Month Day
|
/s/ Hui Wang
|
|
HUI WANG
|
|
Date: Year Month Day |
ACM RESEARCH, INC.
|
|
Signature: /s/ Hui Wang
|
|
Name: HUI WANG
|
|
Title: Authorized representative
|
|
Date: May 21, 2020
|
ACM RESEARCH, INC.
|
|
Signature: /s/ Hui Wang
|
|
Name: HUI WANG
|
|
Title: Authorized representative
|
|
Date: Year Month Day
|
ACM RESEARCH, INC.
|
|
Signature: /s/ Hui Wang
|
|
Name: HUI WANG
|
|
Title: Authorized representative
|
|
Date: Year Month Day
|
ACM RESEARCH, INC.
|
|
Signature: /s/ Hui Wang
|
|
Name: HUI WANG
|
|
Title: Authorized representative
|
|
Date: Year Month Day
|
Company name
|
Shareholding ratio
(%)
|
NINEBELL CO., LTD
|
20
|
ACM RESEARCH, INC.
|
|
Signature: /s/ Hui Wang
|
|
Name: HUI WANG
|
|
Title: Authorized representative
|
|
Date: May 21, 2020
|
ACM RESEARCH, INC.
|
|
Signature: /s/ Hui Wang
|
|
Name: HUI WANG
|
|
Title: Authorized representative
|
|
Date: Year Month Day
|
ACM RESEARCH, INC.
|
|
Signature: /s/ Hui Wang
|
|
Name: HUI WANG
|
|
Title: Authorized representative
|
|
Date: Year Month Day
|
ACM RESEARCH, INC.
|
|
Signature: /s/ Hui Wang
|
|
Name: HUI WANG
|
|
Title: Authorized representative
|
|
Date: Year Month Day
|
ACM RESEARCH, INC.
|
|
Signature: /s/ Hui Wang
|
|
Name: HUI WANG
|
|
Title: Authorized representative
|
|
Date: Year Month Day
|
The shares in the Offering intends to be listed on the STAR Market, which has high investment risks. The listed companies on the STAR Market have the characteristics of large investment in research and development, high risk of
operation, unstable performance and high risk of delisting, where Investors are facing high market risks. Investors should fully understand the investment risks of the STAR Market and the risk factors disclosed by the Company, and make
investment decisions prudently.
|
The application for the offering of the Company has yet not been approved by Shanghai Stock Exchange and the CSRC. This [***] does not have the legal force for stock issue, which is used only for advance
disclosure purpose. Investors shall make investment decisions based on the officially announced [***].
|
ACM Research (Shanghai), Inc.
|
[***] |
ACM Research (Shanghai), Inc.
|
[***] |
Class of Shares
|
RMB Common Shares (Class A Shares)
|
Number of Shares in
the Offering
|
The number of shares offered in the Public Offering shall not exceed 43,355,800, accounting for at least 10.00% of the total share capital of the Company after the Offering. The Offering does
not involve any public offering of shares by shareholders.
|
Par Value per Share
|
1.00 Yuan
|
Offering Price per
Share
|
[ ] Yuan
|
Estimated Offering
Date
|
[MM][DD][YY]
|
The Stock Exchange
and Board for Listing
|
the STAR Market of the Shanghai Stock Exchange
|
Total Share Capital
after the Offering
|
Not more than 433,557,100 shares
|
Participation of the
Sponsor’s Relevant
Subsidiaries in
Strategic Placement
|
The Sponsor will arrange relevant subsidiaries to participate in the strategic placement in the Offering, which will be carried out in accordance with relevant regulations of the exchange. The
Sponsor and its relevant subsidiaries will further clarify the specific plan of participating in the strategic placement in the Offering and submit relevant documents to the exchange as required.
|
Sponsor (Lead
Underwriter)
|
[***]
|
Co-lead Underwriter
|
[***]
|
Signing Date
|
[MM][DD], 2020
|
ACM Research (Shanghai), Inc.
|
[***] |
ACM Research (Shanghai), Inc.
|
[***] |
ACM Research (Shanghai), Inc.
|
[***] |
ACM Research (Shanghai), Inc.
|
[***] |
ACM Research (Shanghai), Inc.
|
[***] |
ACM Research (Shanghai), Inc.
|
[***] |
SECTION I INTERPRETATIONS
|
11
|
SECTION II OVERVIEW
|
16
|
I. Overview of the Issuer and the Intermediaries
|
16
|
II. Overview of the Offering
|
17
|
III. Major Financial Data and Indicators for the Issuer’s Reporting Period
|
18
|
IV. Main Business and Operation of the Issuer
|
18
|
V. Technology Advancement, R&D Technology Industrialization and Future Development Strategies of the Issuer
|
20
|
VI.Listing Criteria Chosen by the Issuer
|
21
|
VII. Special Arrangements on the Issuer’s Corporate Governance
|
21
|
VIII.Use of the Fund Raised by the Issuer
|
21
|
SECTION III - OVERVIEW OF THE OFFERING
|
22
|
I. Basic Information of the Offering
|
22
|
II. Relevant Parties in the Offering
|
22
|
III. Relationship between the Issuer and Other Related Parties in the Offering
|
23
|
IV. Important Dates for the Offering
|
24
|
SECTION IV RISK FACTORS
|
24
|
I. Technical Risks
|
24
|
II. Operating Risks
|
25
|
III. Risks of Management and Internal Control
|
30
|
IV. Financial Risks
|
31
|
V. Legal Risks
|
33
|
VI. Risks of Offering Failure
|
34
|
VII. Risks of Investment Projects of Raised Funds
|
34
|
VIII. Risks of Adverse Effect on the Semiconductor Industry Caused by the Global COVID-19 Epidemic
|
35
|
IX. Relevant Risks of the Company and ACMR, the Controlling Shareholder, being Listed on the STAR Market and the NASDAQ Stock Market Respectively
|
36
|
X. Other Risks
|
36
|
SECTION V - OVERVIEW OF THE ISSUER
|
37
|
I. Overview of the Issuer
|
37
|
II. Establishment and Reorganization of the Issuer
|
37
|
III.Equity Structure of the Issuer
|
44
|
IV. Majority Owned Subsidiaries and Equity Participation Companies of the Issuer
|
44
|
V. Basic Information of Major Shareholders Holding More than 5% of the Shares and the Actual Controller
|
49
|
VI. Share Capital of the Issuer
|
53
|
VII. Brief Information of Directors, Supervisors, Senior Managers and Core Technicians
|
73
|
VIII. Agreements between the Company and any of Directors, Supervisors, Senior Managers and Key technicians and their Performance
|
79
|
IX. Changes in Directors, Supervisors, Senior Managers and Key technicians of the Company within the Last Two Years
|
79
|
X. External Investments Made by Directors, Supervisors, Senior Managers and Key Technicians of the Company
|
80
|
ACM Research (Shanghai), Inc.
|
[***] |
XI. Shares Held by Directors, Supervisors, Senior Managers and Key technicians of the Company and their Immediate Relatives
|
81
|
XII. Information on Remuneration of Directors, Supervisors, Senior Managers and Key Technicians of the Company
|
83
|
XIII. Equity Incentives and Relevant Arrangements of the Issuer prior to this Offering
|
84
|
XIV. Employees of the Issuer and their Social Securities
|
88
|
SECTION VI BUSINESS AND TECHNOLOGY
|
90
|
Ⅰ. Main Business and Main Products of the Issuer
|
90
|
Ⅱ. The basic situation and competition condition of the issuer’s industry
|
100
|
III. Issuer’s Sales and Main Customers
|
134
|
IV. Issuer’s Procurement and Main Suppliers
|
137
|
V. Situation of Key Resource Elements, Such as Fixed Assets, Intangible Assets, ETC. That Have a Major Impact on Main Business
|
142
|
VI. Core Technologies of the Issuer
|
149
|
VII. Overseas Operation of the Issuer
|
169
|
SECTION VII CORPORATE GOVERNANCE AND INDEPENDENCE
|
169
|
I. Establishment, Perfection and Operation of Systems of General Meeting of Shareholders, Board of Directors, Supervisory Board, Independent Directors, Secretary of Board of Directors,
Special Committees of Board of Directors
|
169
|
II. Shares with Special Voting Rights of the Issuer
|
173
|
III. Structure of Contractual Control of the Issuer
|
173
|
IV. Self-appraisal of the Management and Certification Opinions of Certified Public Account on Internal Control
|
173
|
V. Funds Occupancy and External Securities of the Issuer
|
173
|
VI. Violations of Laws or Regulations by the Issuer
|
174
|
VII. Independent and Continuous Operation of the Issuer Directed to the Market
|
175
|
VIII. Horizontal Competition
|
177
|
IX. Related Party and Related Relationship
|
178
|
X. Related Transactions
|
185
|
XI. Decision-making Procedures and Opinions of Independent Directors of Related Transactions during the Reporting Period
|
194
|
XII. Changes in Related Parties
|
195
|
SECTION VIII FINANCIAL ACCOUNTING INFORMATION AND MANAGEMENT ANALYSIS
|
196
|
I. Audited Financial Statements
|
196
|
II. Preparation Basis of Financial Statements and Scope of Consolidated Statements
|
204
|
III. Audit Opinion of Certified Public Accountant
|
205
|
IV. Key Audit Matters and Judgment Criteria for Materiality Related to Financial Accounting Information
|
205
|
V. Potential Specific Impacts on or Risks to Issuer’s Future Profitability (Operation) or financial position
|
206
|
VI. Significant Accounting Policies and Accounting Estimates Adopted in the Reporting Period
|
208
|
VII. Applicable Tax Rate and Main Fiscal and Tax Preferential Policies
|
226
|
VIII. Segment Information
|
228
|
IX. Non-recurring Profits or Losses
|
228
|
X. Main Financial Indicators
|
229
|
ACM Research (Shanghai), Inc.
|
[***] |
XI. Operating Results Analysis
|
231
|
XII. Asset Quality and Solvency Analysis
|
252
|
XIII. Dividend Distribution Policy
|
275
|
XIV. Cash Flow Analysis
|
275
|
XV. Capital Expenditure Analysis
|
278
|
XVI. Analysis of Going Concern Capability
|
278
|
XVII. Major Equity Acquisition and Merger
|
278
|
XVIII. Subsequent Matters, Contingencies, Other Important Matters, Major Guarantees and Litigation Matters
|
279
|
XIX. Profit Forecast
|
279
|
SECTION IX UTILIZATION OF RAISED FUNDS AND FUTURE DEVELOPMENT PLAN
|
280
|
I. Overview of Investment Projects with Raised Funds
|
280
|
II. Utilization of Raised Funds
|
285
|
III. Explanation on the Newly Acquired Land or Real Estate Involved in the Use of Raised Funds
|
293
|
IV. Strategic Planning of the Company
|
293
|
SECTION X INVESTOR PROTECTION
|
296
|
I. Main Arrangements by the Issuer on Investor Relations
|
296
|
II. Dividend Distribution Policy of the Issuer
|
297
|
III. Distribution Policy of Accumulated Profits before the Offering
|
300
|
IV. Voting Mechanism for Shareholders of the Issuer
|
300
|
V. Important Commitments Made by Relevant Parties to the Offering and Their Fulfillment
|
301
|
SECTION XI OTHER IMPORTANT MATTERS
|
319
|
I. Material Contracts
|
319
|
II. External Guarantee
|
323
|
III. Litigation and Arbitration
|
323
|
SECTION XII STATEMENTS
|
324
|
I. Statement by All Directors, Supervisors and Senior Executives of the Issuer
|
324
|
II. Statement by the Issuer’s Controlling Shareholder
|
325
|
III. Statement by the Issuer’s De Facto Controller
|
325
|
IV. Statement (I) by the Sponsor (Lead Underwriter)
|
326
|
IV. Statement (II) by the Sponsor (Lead Underwriter)
|
326
|
V. Statement by the Co-lead Underwriter
|
327
|
VI. Statement by the Issuer’s Lawyer
|
327
|
VII. Statement by the Audit Institution
|
328
|
VIII. Statement by the Asset Appraisal Agency
|
328
|
IX. Statement by the Capital Verification Institution
|
329
|
SECTION XIII ATTACHMENTS
|
329
|
I. Documents for Future Reference
|
329
|
II. Access to Documents for Future Reference
|
329
|
SCHEDULE I: IMPORTANT PATENTS
|
330
|
SCHEDULE II: IMPORTANT TRADEMARKS
|
341
|
ACM Research (Shanghai), Inc.
|
[***] |
I. Basic Terms
|
||
Issuer, Company, the
Company
|
means
|
ACM Research (Shanghai), Inc. and its predecessor ACM Research (Shanghai), Inc.(before restructuring)
|
Corporation, ACMSH
|
means
|
ACM Research (Shanghai), Inc.
|
ACMSH (before
restructuring)
|
means
|
ACM Research (Shanghai), Inc., the predecessor of the Issuer
|
ACM Wuxi
|
means
|
ACM Research (Wuxi), Inc., a wholly-owned subsidiary of the Issuer
|
Shengwei Shanghai
|
means
|
Shengwei Semiconductor Equipment (Shanghai) Co., Ltd., a wholly-owned subsidiary of the Issuer
|
CleanChip HK
|
means
|
CleanChip Technologies Limited, a wholly-owned subsidiary of the Issuer
|
ACMKR
|
means
|
ACM Research Korea Co., Ltd., a wholly-owned subsidiary of CleanChip HK
|
ACM CA
|
means
|
ACM Research (CA), Inc., a wholly-owned subsidiary of CleanChip HK
|
Shengyi Technology
|
means
|
Shengyi Semiconductor Technology (Wuxi) Co., Ltd., an equity participation enterprise of the Issuer
|
Shixi Chanheng
|
means
|
Hefei Shixi Chanheng Integrated Circuit Venture Capital Fund (L.P.), an equity participation enterprise of the Issuer
|
ACMR
|
means
|
ACM Research, Inc., a Nasdaq stock market listed company and the controlling shareholder of the Issuer
|
Xinwei Consulting
|
means
|
Xinwei (Shanghai) Management Consulting Partnership (L.P.), a shareholder of the Issuer
|
SICIF
|
means
|
Shanghai Integrated Circuit Industry Fund Co., Ltd., a shareholder of the Issuer
|
PDHTI
|
means
|
Shanghai Pudong High-tech Investment Co., Ltd., a shareholder of the Issuer
|
HTXC
|
means
|
Jiaxing Haitong Xuchu Private Equity Fund (L.P.), a shareholder of the Issuer
|
Shangrong Innovation
|
means
|
Shangrong Innovation (Ningbo) Equity Investment Center (L.P.), a shareholder of the Issuer
|
Jinpu Investment
|
means
|
Shanghai Jinpu Lingang Intelligent Technology Private Equity Investment Fund (L.P.), a shareholder of the Issuer
|
Taihu Guolian
|
means
|
Wuxi Taihu Guolian Emerging Industry Investment Enterprise (L.P.), a shareholder of the Issuer
|
Xinshi Consulting
|
means
|
Xinshi (Shanghai) Management Consulting Partnership (L.P.), a shareholder of the Issuer
|
Yongkong Consulting
|
means
|
Shanghai Yongkong Business Information Consulting Partnership (L.P.), a shareholder of the Issuer
|
Hai Feng Investment
|
means
|
Hai Feng Investment Holding Limited, a shareholder of the Issuer
|
Runguang Investment
|
means
|
Hefei Runguang Equity Investment Partnership (L.P.), a shareholder of the Issuer
|
ZJTVC
|
means
|
Shanghai Zhangjiang Science and Technology Venture Capital Co., Ltd., a shareholder of the Issuer
|
SYEM
|
means
|
Shanghai Shanyi Enterprise Management Center (L.P.), a shareholder of the Issuer
|
Xingang Consulting
|
means
|
Xingang (Shanghai) Management Consulting Partnership (L.P.), a shareholder of the Issuer
|
SRJY
|
means
|
Shanghai Shangrong Juyuan Equity Investment Center (L.P.), a shareholder of the Issuer
|
Shengxin Shanghai
|
means
|
Shengxin (Shanghai) Enterprise Management Consulting Partnership (L.P.)
|
Zhangjiang Group
|
means
|
Shanghai Zhangjiang (Group) Co., Ltd.
|
Yangtze Memory
|
means
|
Yangtze Memory Technologies Co., Ltd., a customer of the Issuer
|
SMIC
|
means
|
Semiconductor Manufacturing International Corporation, a customer of the Issuer
|
Hynix
|
means
|
SK Hynix Inc., a customer of the Issuer
|
Hefei Changxin
|
means
|
Hefei Changxin Integrated Circuit Manufacture Co., Ltd., a customer of the Issuer
|
Huahong Group
|
means
|
Shanghai Huahong (Group) Co., Ltd., a customer of the Issuer
|
JCET
|
means
|
Jiangsu Changjiang Electronics Technology Co., Ltd., a customer of the Issuer
|
TFME
|
means
|
Tongfu Microelectronics Co., Ltd., a customer of the Issuer
|
SJsemi
|
means
|
SJ Semiconductor (Jiangyin) Limited, a customer of the Issuer
|
ACM Research (Shanghai), Inc.
|
[***] |
Nepes
|
means
|
Nepes corporation, a customer of the Issuer
|
Wafer Works
|
means
|
Wafer Works Corporation, a customer of the Issuer
|
JRH
|
means
|
Zhejiang QL Electronics Co., Ltd., a customer of the Issuer
|
ZING SEMI
|
means
|
Zing Semiconductor Corporation, a customer of the Issuer
|
PSI
|
means
|
Phoenix Silicon International Corporation, a customer of the Issuer
|
NCAP
|
means
|
National Center for Advanced Packaging Co., Ltd., a customer of the Issuer
|
ICRD
|
means
|
Shanghai IC R&D Center Co., Ltd., a customer of the Issuer
|
NINEBELL
|
means
|
NINEBELL Co., Ltd., a supplier of the Issuer
|
NOMURA
|
means
|
NOMURA MICRO SCIENCE CO., LTD., a supplier of the Issuer
|
Charter Base
International
|
means
|
Charter Base International Logistics (Shanghai) Co., Ltd.
|
DNS
|
means
|
SCREEN Holdings Co., Ltd.
|
TEL
|
means
|
Tokyo Electron Ltd.
|
LAM
|
means
|
LAM Research Corporation
|
SEMES
|
means
|
SEMES Co. Ltd.
|
NAURA
|
means
|
NAURA Technology Group Co., Ltd.
|
KINGSEMI
|
means
|
KINGSEMI Co., Ltd.
|
PNC System
|
means
|
PNC Process System Co., Ltd.
|
AMEC
|
means
|
Advanced Micro-Fabrication Equipment Inc.
|
HZCCTECH
|
means
|
Hangzhou Changchuan Technology Co., Ltd.
|
ASML
|
means
|
ASML Holding N.V.
|
KLA
|
means
|
KLA Corporation
|
Applied Materials
|
means
|
Applied Materials, Inc.
|
MOST
|
means
|
Ministry of Science and Technology of the People’s Republic of China
|
MIIT
|
means
|
Ministry of Industry and Information Technology of the People’s Republic of China
|
NDRC
|
means
|
National Development and Reform Commission of the People’s Republic of China
|
MOF
|
means
|
Ministry of Finance of the People’s Republic of China
|
CSRC
|
means
|
China Securities Regulatory Commission
|
SASAC
|
means
|
State-owned Assets Supervision and Administration Commission of the State Council
|
The Company Law
|
means
|
The Company Law of the People’s Republic of China
|
The Securities Law
|
means
|
The Securities Law of the People’s Republic of China
|
The Articles of
Association
|
means
|
The Articles of Association of ACM Research (Shanghai), Inc.
|
The Articles of
Association (Draft)
|
means
|
The Articles of Association of ACM Research (Shanghai), Inc. (Draft) applicable to the Issuer after the Offering
|
NASDAQ
|
means
|
National Association of Securities Dealers Automated Quotations, the NASDAQ stock market
|
Sponsor, Lead
Underwriter, [***]
|
means
|
[***]
|
Co-lead Underwriter
|
means
|
[***]
|
Issuer’s Lawyer; King &
Wood
|
means
|
King & Wood Mallesons
|
Reporting Accountant,
Lixin
|
means
|
BDO CHINA SHU LUN PAN Certified Public Accountants LLP
|
Appraisal Agency, China
United Appraisal
|
means
|
China United Assets Appraisal Group Co., Ltd.
|
Offering
|
means
|
the public offering of 43,355,800 shares
|
Reporting Period
|
means
|
the three years of 2017, 2018 and 2019
|
Yuan, RMB 10,000 Yuan
|
means
|
RMB Yuan and RMB RMB 10,000 Yuan
|
II. Technical Terms
|
||
Semiconductors
|
mean
|
materials which have an intermediate conductivity between that of conductors and insulators at room temperature, which can be divided into integrated circuits (IC), discrete devices,
optoelectronics and sensors in accordance with manufacturing technology. Semiconductors can be widely used in downstream communications, computers, consumer electronics, network technology, automobile, aerospace and other industries.
|
Silicon Slice
|
means
|
Silicon Wafer, a silicon slice of semiconductor used for the fabrication of semiconductor devices such as integrated circuits, discrete devices and sensors.
|
ACM Research (Shanghai), Inc.
|
[***] |
IC
|
means
|
Integrated Circuit, a circuit or system that uses a series of specific processing techniques to interconnect active components such as transistors and diodoes and passive originals such
resistors and capacitors, integrate them on a semiconductor wafer according to a certain circuit, and package them in a shell to achieve specific functions.
|
Wafer
|
means
|
the Silicon Slice during the specific processing such as oxidation/diffusion, photolithography, etching, ion implantation, film growth, cleaning and polishing, metallization, etc.
|
Fab
|
means
|
a manufacturer that produces semiconductor devices on silicon wafers through a series of specific processing techniques.
|
Chip
|
means
|
an IC carrier, and also the result of design, manufacturing, packaging, and testing of IC.
|
Graphic Wafer
|
means
|
a wafer with a patterned structure on its surface.
|
Wafer Fabrication, Chip
Fabrication
|
means
|
the process of manufacturing semiconductor silicon wafers into chips through a series of specific processing technology, which are divided into front wafer manufacturing and back packaging
testing.
|
IDM
|
means
|
Integrated Device Manufacture, i.e., an Integrated Device Manufacturer completes the entire industrial chain from integrated circuit design, wafer manufacturing to test and packaging.
|
Storage Device
|
means
|
a memory device in an electronic system for holding programs and data.
|
Sensor
|
means
|
a detection device, which can feel the information measured and convert it to an electrical signal or information output in any other required form according to a certain law, thus to meet the
information transmission, processing, storage, display, record and control requirements.
|
Power Device
|
means
|
a large-power electronic device for power conversion and control circuits in power equipment.
|
Discrete Device
|
means
|
a semiconductor device having a fixed single characteristic and function.
|
NAND Flash Memory
|
means
|
flash memory/data storage type flash memory.
|
5G
|
means
|
5th-Generation, i.e., the Fifth Generation of Mobile Phone Mobile Communications Standards.
|
Photoetching
|
means
|
a process in which the circuit graphics are transferred to the surface of a single crystal or dielectric layer to form effective graphics windows or functional graphics by using the
optical-chemical reaction principle and chemical and physical etching methods.
|
Etching
|
means
|
the process of selectively removing unwanted material from a silicon surface by chemical or physical means, which is one of the main processes for photolithographic processing and a key step
in semiconductor manufacturing.
|
Gluing
|
means
|
the process of applying photoresist evenly to the surface of a wafer.
|
Developing
|
means
|
the process of imaging the exposed wafer, by which the graphics imaged on the optical resistance are displayed.
|
CVD
|
means
|
Chemical Vapor Deposition
|
PVD
|
means
|
Physical Vapor Deposition
|
LPCVD
|
means
|
Low Pressure Chemical Vapor Deposition
|
ALD
|
means
|
Atomic Layer Deposition, a method that can plate the substance layer by layer in the form of monatomic film.
|
DRAM
|
means
|
Dynamic Random-Access Memory
|
RAM
|
means
|
Random Access Memory, a semiconductor memory.
|
LCD
|
means
|
Liquid Crystal Display
|
MEMS
|
means
|
Mechanical System
|
MOCVD
|
means
|
Metal-organic Chemical Vapor Deposition.
|
CMP
|
means
|
Chemical Mechanical Polishing, to make the surface of a wafer completely flat or flattened.
|
ACM Research (Shanghai), Inc.
|
[***] |
SFP
|
means
|
Stress Free Polish, a technology that uses the principle of electrochemical reaction to abandon the mechanical pressure of the polishing process during the process of discarding the metal film on the surface
of the wafer to eliminate the damage of the mechanical pressure on the metal wiring.
|
VOC
|
means
|
Volatile Organic Compounds.
|
Pa
|
means
|
The unit of pressure pascal, referred to as Pa.
|
Dielectric Substance
|
means
|
all materials that can be polarized under the action of an external electric field, which usually present their electrical properties in the form of induction rather than conduction in the electric field.
|
Precursor Chemicals
|
means
|
a chemical that can be mutated into another chemical or used to make another chemical.
|
Yield
|
means
|
the percentage of the number of circuits whose test results are good accounting for the total number of circuits under test after the circuits under test have gone through all test procedures.
|
Front-End, Back-End
|
means
|
the front-end process and the back-end process in the manufacture of the semiconductor devices, with the front-end process mainly including Photoetching, Etching, cleaning, ion implantation, chemical
machinery flat etc. and the back-end process mainly including routing, Bonder, FCB, BGA reballing, inspection, testing etc.
|
Packaging
|
means
|
the process of wrapping a small piece of material (such as a Chip) in a support housing during the final phase of Semiconductor development to prevent physical damage and corrosion and to allow the Chip to be
connected to a circuit board.
|
Advanced Packaging
|
means
|
cutting-edge Packaging forms and technologies. At present, Packaging with Flip Chip (FC) structure, Wafer Level Packaging (WLP), System in a Package (SIP), 2.5D Packaging and 3D Packaging etc.
are considered to belong to the category of Advanced Packaging
|
FC
|
means
|
Flip Chip, a DFN structure generally containing circuit units, which is designed to be electrically and mechanically connected to a circuit by an appropriate number of solder balls on its
surface (covered by a conductive adhesive).
|
WLP
|
means
|
Wafer Level Packaging, reducing the size of the Packaging to the size of an integrated circuit Chip and the fact that it can be made in batches as a wafer reduces the cost of the Packaging.
|
SIP
|
means
|
System in a Package, which integrates a variety of functional Chips, including processors, memory and other functional Chips in a package, so as to achieve a basic complete function.
|
3D Packaging
|
means
|
the Packaging technology in which more than two Chips are stacked vertically in the same packaging body without changing the size of the package body, with the main characteristics of
multi-function, high efficiency, large capacity, high density, diploid increase of the functions and applications in unit volume and low cost.
|
Fan-out
|
means
|
a wafer reconstruction technology, by which the Chip is re-embedded on the wafer, and then the Packaging is carried out according to the steps similar to the standard WLP process. The actual
package area is larger than the chip area, and other active devices and passive components can be added to form SIP when the area is expanded.
|
Under Bump Metal,
UBM
|
means
|
the metal transition layer between the solder pad and the solder ball, which is located on top of the wafer passivation layer. There are very good adhesion characteristics between UBM and the
metallized layer on the wafer and UBM also has good wetting characteristics with the solder ball, which acts as the diffusion layer of solder between the welding ball and IC metal welding pad. As an oxidation barrier layer, UBM also plays a
role in protecting the Chip.
|
UBM/RDL Technology
|
means
|
the Under-Bump Metal/redistribution layer technology, by which the undercut can be minimized while removing the barrier layer and seed layer, and the time to complete the etching step can be
controlled and accurately monitored thus to reduce the undercut and ensure the critical feature (line or bump) size.
|
Pillar Bump
|
means
|
pillar bumps.
|
ACM Research (Shanghai), Inc.
|
[***] |
FinFET
|
means
|
Fin Field-Effect Transistor, a new complementary metal-oxide semiconductor transistor, which can improve circuit control, reduce leakage current and
shorten the gate length of the transistor.
|
SC-1 Solution
|
means
|
Standard Clean 1, a solution prepared by mixing a certain proportion of ammonia water, hydrogen peroxide and water and used for cleaning semiconductor silicon wafers.
|
ppm
|
means
|
Parts per million, a concentration expressed in parts per million of the mass of the solute in the total solution mass, also known as parts per million concentration.
|
IPA Drying
|
means
|
the process of using low surface tension and volatile characteristics of isopropyl alcohol (IPA) to replace the water with high surface tension on the surface of silicon wafers and then
blowing dry with nitrogen to completely dry the silicon water film.
|
PTFE
|
means
|
Poly Tetra FluoroEthylene, with the characteristics of anti-acid, anti-alkali, anti-various organic solvents, high temperature resistance and very low friction coefficient.
|
TSV
|
means
|
Through Silicon Vias, a three-dimensional (3D) vertical integration with through silicon vias (TSV) copper interconnect, which is currently considered to be one of the most advanced
technologies in the Semiconductor industry.
|
Bernoulli Chuck
|
means
|
a device that uses the Bernoulli aerodynamic suspension principle to suck the wafer on the chuck during wafer cleaning.
|
Robot Arm
|
means
|
an automatic operation device that can imitate some action functions of human hand and arm to grab and carry objects or to operate tools according to fixed procedures. The feature is that it
can complete various expected tasks through programming. The structure and performance of the device have the advantages of both human and manipulator machines.
|
SAPS Cleaning
Technology
|
means
|
Space Alternative Phase Shift technology, which utilizes megasonic alternating phases to provide megasonic energy to the flat and patterned wafer surfaces in a highly uniform manner at the
microscopic level, effectively removing random defects throughout the wafer and reducing the use of chemicals.
|
TEBO Cleaning
Technology
|
means
|
Timely Energized Bubble Oscillation technology, which enables damage-free cleaning of patterned Chips through the use of a series of rapid pressure changes forcing the bubbles to oscillate in
the specific size and shape, precise and multiparameter control of cavitation of bubbles in the mega-frequency ultrasonic cleaning process, and avoidance of any damage to the patterns caused by transient cavitation in traditional supersonic
cleaning.
|
Tahoe Technology
|
means
|
the cleaning technology independently developed by the Issuer, which integrates the tank module and the single-chip module in a single wet cleaning equipment and has the advantages of both;
the cleaning effect and process applicability of the Tahoe cleaner can be compared with that of single-chip cleaner, can also greatly reduce the use of sulfuric acid, help customers reduce production costs and better comply with energy
conservation and environmental protection policies.
|
Damascus Process
|
means
|
a technique derived from the ancient Damascus craftsman, in which the dielectric layer is first etched with a film of a metal conductor and then filled with metal, with the feature that the
metal layer does not need to be etched.
|
Process, Node and
Manufacturing Procedure
|
means
|
the size of the transistor gate width, used to measure the level of semiconductor chip manufacturing.
|
Moore’s Law
|
means
|
the Moore’s Law put forward by Gordon Moore, i.e., the number of transistors on an integrated circuit doubles every 18 months, the corresponding performance doubles, and the cost drops by
half.
|
ECP
|
means
|
Electro Chemical Plating, the process of coating the surface of a wafer with a thin layer of other metals or alloys by using the electrolysis principle.
|
Mm
|
means
|
Millimeter, 10-3 meter, a unit used to describe the diameter of a Semiconductor Wafer.
|
μm
|
means
|
Micrometer, 10-6 meter
|
nm
|
means
|
Nanometer, 10-9 meter
|
Gartner
|
means
|
a leading research and consulting company in the field of IT. Its research scope covers the entire IT industry from the upstream hardware design and manufacture and to the downstream terminal
applications.
|
WSTS
|
means
|
World Semiconductor Trade Statistics, a data statistics company in the semiconductor industry whose members include the world’s leading semiconductor manufacturers.
|
SEMI
|
means
|
Semiconductor Equipment and Materials International
|
VLSI Research
|
means
|
a leading research consultancy in the field of integrated circuits and pan-semiconductors, providing market research and economic analysis on technology, business and economics for the semiconductor industry
chain. It rates and ranks the world’s IC and pan-semiconductor manufacturing and equipment companies annually.
|
Yole
|
means
|
Yole Dévelopment, which provides market research, technology analysis, strategy consulting, targeted media and financial advisory services.
|
ACM Research (Shanghai), Inc.
|
[***] |
(I) Overview of the Issuer
|
|||
Issuer’s
Name
|
ACM Research (Shanghai), Inc.
|
Date of Establishment
|
May 17, 2005
|
Registered
Capital
|
390,201,300 Yuan
|
Legal Representative
|
HUI WANG
|
Registered
Address
|
Building 4, No.1690 Cailun Road, China (Shanghai) Pilot Free Trade Zone
|
Main Production and Operation Premises
|
Building 4, No.1690 Cailun Road, China (Shanghai) Pilot Free Trade Zone
|
Controlling
Shareholder
|
ACM Research, Inc.
|
Actual Controller
|
HUI WANG
|
Classification
of Industry
|
Manufacture of Computers, Communication and Other Electronic Equipment (Classification Code: C39)
|
Status of Listing (Applying to List) on Another Exchange
|
None
|
(II) The Intermediaries for the Offering
|
|||
Sponsor
|
[***]
|
Lead Underwriter
|
[***]
|
Issuer’s
Lawyer
|
King & Wood Mallesons
|
Co-lead Underwriter
|
[***]
|
Audit
Institution
|
BDO CHINA SHU LUN PAN Certified Public Accountants LLP
|
Appraisal Agency
|
China United Assets Appraisal Group Co., Ltd.
|
ACM Research (Shanghai), Inc.
|
[***] |
(I) Basic Information of the Offering
|
|||
Class of Shares
|
RMB Common Shares (A Shares)
|
||
Par Value per Share
|
RMB 1.00 Yuan
|
||
Number of Shares in the
Offering
|
No more than 43,355,800 shares
|
Proportion in the Total Share Capital after the Offering
|
No less than 10.00%
|
Thereinto: Number of
New Shares
|
No more than 43,355,800 shares
|
Proportion in the Total Share Capital after the Offering
|
No less than 10.00%
|
Number of Shares Offered
by Shareholders
|
-
|
Proportion in the Total Share Capital after the Offering
|
-
|
Total Share Capital after
the Offering
|
No more than 433,557,100 shares
|
||
Offering Price per Share
|
RMB [ ] Yuan
|
||
Offering P/E
|
[ ] Times
|
||
Net Asset Value per Share
Prior to the Offering
|
RMB [ ] Yuan/Share
|
Earnings per Share Prior to the Offering
|
-
|
Net Asset Value per Share after the Offering
|
[ ]
|
Earnings per Share after the Offering
|
[ ]
|
Offering P/B
|
[ ] Times
|
||
Pricing Mode
|
The Issuer and the Lead Underwriter make inquiries to professional institutional investors registered with the Securities Association of China such as securities companies, fund management
companies, trust companies, finance companies, insurance companies, qualified foreign institutional investors and private equity fund managers to determine the offering price of the shares.
|
||
Offering Mode
|
The combination mode of offline inquiry placing to inquiry objects and online fund subscription for offering, or any other offering mode approved by the securities regulatory authorities will
be adopted.
|
||
Offering Targets
|
Qualified inquiry objects and natural persons, legal persons and other investors opening accounts on the STAR Market of the Shanghai Stock Exchange (other than purchasers prohibited by
national laws and regulations)
|
Underwriting Mode
|
Stand-by Underwriting
|
||
Name of Shareholders
Proposing to Offer Shares
to the Public
|
N/A
|
||
Principle of Offering
Expenses Sharing
|
-
|
||
Total Fund Raised
|
RMB[ ] Yuan
|
||
Net Fund Raised
|
RMB[ ] Yuan
|
||
Projects to be Invested by
the Fund Raised
|
[ ]
|
||
[ ]
|
|||
Estimated Offering
Expenses
|
Sponsor and underwriting fee amounting to RMB [ ] Yuan; Audit and capital verification fee amounting to RMB [ ] Yuan; Lawyer’s fee amounting to RMB[ ] Yuan; Appraisal fee amounting to
RMB [ ] Yuan; Offering fees in total amounting to RMB[ ] Yuan
|
||
(II) Important Dates for the Offering
|
|||
Date for Publication of the
Offering
|
[ ]
|
||
Date to Start Inquiry
Recommendation
|
[ ]
|
||
Date for Publication of
Pricing Notice
|
[ ]
|
||
Subscription Date and
Payment Date
|
[ ]
|
||
Listing Date
|
[ ]
|
ACM Research (Shanghai), Inc.
|
[***] |
Item
|
December 31, 2019
|
December 31,
2018
|
December 31,
2017
|
Total Assets (RMB 10,000 Yuan)
|
130,800.15
|
63,602.25
|
32,091.98
|
Owner’s Equity Attributable to
Parent Company (RMB 10,000
Yuan)
|
82,992.90
|
14,504.75
|
4,835.86
|
Debt Asset Ratio (Parent
Company)
|
32.56%
|
76.34%
|
84.86%
|
Item
|
2019
|
2018
|
2017
|
Operating Income (RMB 10,000
Yuan)
|
75,673.30
|
55,026.91
|
25,358.73
|
Net Profit (RMB 10,000 Yuan)
|
13,488.73
|
9,253.04
|
1,086.06
|
Net Profit Attributable to the
Shareholders of the Issuer (RMB
10,000 Yuan)
|
13,488.73
|
9,253.04
|
1,086.06
|
Net Profit Attributable to the
Parent Company after Deduction
of Non-recurring Profit and Loss
(RMB 10,000 Yuan)
|
13,047.50
|
7,140.06
|
-229.84
|
Basic Earnings per Share (RMB
1 Yuan)
|
0.36
|
N/A
|
N/A
|
Diluted Earnings per Share
(RMB 1 Yuan)
|
0.36
|
N/A
|
N/A
|
Weighted Average Return on
Equity (%)
|
34.22
|
137.72
|
26.36
|
Net Cash Flow from the
Operating Activities (RMB
10,000 Yuan)
|
7,270.65
|
3,881.03
|
-899.23
|
Cash Dividends (RMB 10,000
Yuan)
|
-
|
-
|
-
|
R & D Expenditure as a
Percentage of Operating Income
(%)
|
13.12
|
14.43
|
20.57
|
ACM Research (Shanghai), Inc.
|
[***] |
No.
|
Field of the Customer
|
Names of Customers
|
1
|
Wafer Fabrication
|
Hynix, Huahong Group, Yangtze Memory, SMIC, Hefei Changxin
|
2
|
Advanced Packaging
|
JCET, TFME, SJsemi, Nepes
|
3
|
Semiconductor Wafer
Manufacturing and Recycling
|
ZING SEMI, JRH, Wafer Works, PSI
|
4
|
Scientific Research Institutions
|
Institute of Microelectronics of the Chinese Academy of Sciences, Shanghai IC R&D Center Co., Ltd., NCAP
|
Item
|
2019
|
2018
|
2017
|
|||
Amount
|
Ratio
|
Amount
|
Ratio
|
Amount
|
Ratio
|
|
Semiconductor
Cleaning
Equipment
|
62,522.30
|
84.10%
|
50,135.96
|
92.91%
|
21,492.48
|
86.27%
|
Thereinto:
Single-wafer
Cleaning
Equipment
|
55,099.52
|
74.12%
|
50,135.96
|
92.91%
|
21,492.48
|
86.27%
|
Wet Bench
Cleaning
Equipment
|
4,801.36
|
6.46%
|
-
|
-
|
-
|
-
|
Single Wafer
Wet Bench
|
2,621.43
|
3.53%
|
-
|
-
|
-
|
-
|
Combined
Cleaning
Equipment
|
||||||
Semiconductor
Electro-plating
Equipment
|
7,857.39
|
10.57%
|
1,191.13
|
2.21%
|
-
|
-
|
Advanced
Packaging Wet
Processing
Equipment
|
3,961.12
|
5.33%
|
2,634.07
|
4.88%
|
3,421.33
|
13.73%
|
Total
|
74,340.81
|
100.00%
|
53,961.17
|
100.00%
|
24,913.81
|
100.00%
|
ACM Research (Shanghai), Inc.
|
[***] |
Ranking
|
Name of Enterprise
|
1
|
AMEC
|
2
|
NAURA
|
3
|
CETC Electronics Equipment Group Co., Ltd.
|
4
|
ACMSH
|
5
|
KINGSEMI
|
ACM Research (Shanghai), Inc.
|
[***] |
No.
|
Investment Orientation of the Raised Fund
|
Total
Investment
|
Amount of the Raised
Fund to be Used
|
1
|
ACMSH Equipment R&D and Manufacturing Center
|
[***] |
[***]
|
2
|
ACMSH High-end Semiconductor Equipment R&D Project
|
[***]
|
[***]
|
3
|
To Supplement Liquidity
|
[***]
|
[***]
|
Total
|
[***]
|
[***]
|
ACM Research (Shanghai), Inc.
|
[***] |
(I) Class of Shares:
|
RMB Common Shares (A Shares)
|
(II) Par Value per Share:
|
RMB 1.00 Yuan
|
(III) Number of Shares in the
Offering:
|
The number of shares in the Public Offering shall not exceed 43.3558 million, accounting for at least 10.00% of the Company’s total share capital after the Offering, and the Offering does not
involve the public sale of shares by the shareholders of the Company.
|
(IV) Offering Price per
Share: |
RMB [ ] Yuan/Share, to be determined through making inquiries to the inquiry objects
|
(V) Participation of the
Issuer’s Senior Managers
and Employees in Strategic
Placement:
|
[ ]. After the CSRC completes the registration procedures for the Offering, the Issuer will convene a board meeting to review relevant matters.
|
(VI) Participation of the
Sponsor’s Subsidiaries in
Strategic Placement:
|
The Sponsor will arrange relevant subsidiaries to participate in the strategic placement in the Offering, which will be carried out in accordance with relevant regulations of the Shanghai
Stock Exchange. The Sponsor and its relevant subsidiaries will further clarify the specific plan for participating in the strategic placement in the Offering as required and submit relevant documents to the Shanghai Stock Exchange in
accordance with relevant provisions.
|
(VII) Offering P/E:
|
[ ] Times (calculated by the offering price dividing by the earnings per share; the earnings per share is calculated by dividing the lower of the audited net profits attributable to the
parent company before and after deducting non-recurring profit and loss in the year [ ] by the total share capital after the Offering)
|
(VIII) Net Asset Value per
Share Prior to the Offering:
|
RMB [ ] Yuan/Share (calculated by dividing the audited shareholder’s equity attributable to the parent company on the date of [MM][DD][YY] by the total share capital prior to the Offering)
|
(IX) Net Asset Value per
Share after the Offering:
|
RMB [ ] Yuan/Share (calculated by dividing the sum of the audited shareholder’s equity attributable to the parent company on the date of [MM][DD][YY] plus the net proceeds of the Offering
by the total share capital after the Offering)
|
(X) Offering P/B:
|
[ ] Times (calculated by dividing the offering price per share by the net assets per share after the Offering)
|
|
(XI) Offering Mode:
|
The combination mode of offline inquiry placing to inquiry objects and online fund subscription for offering, or any other offering mode approved by the securities regulatory authorities will
be adopted.
|
|
(XII) Offering Targets:
|
Qualified inquiry objects and natural persons, legal persons and other investors opening accounts on the STAR Market of the Shanghai Stock Exchange (other than purchasers prohibited by
national laws and regulations)
|
|
(XIII) Underwriting Mode:
|
Stand-by Underwriting
|
|
(XIV) Estimated Offering
Fees:
|
Sponsor and underwriting fee
|
RMB [ ] ×10,000 Yuan
|
Audit and capital verification fee
|
RMB [ ] ×10,000 Yuan
|
|
Lawyer’s fee
|
RMB [ ] ×10,000 Yuan
|
|
Appraisal fee
|
RMB [ ] ×10,000 Yuan
|
|
Offering fees in total
|
RMB [ ] ×10,000 Yuan
|
(I) Issuer
|
|
Name
|
ACM Research (Shanghai), Inc.
|
Legal Representative
|
HUI WANG
|
Domicile
|
Building 4, No.1690 Cailun Road, China (Shanghai) Pilot Free Trade Zone
|
Telephone
|
021-50808868
|
Fax
|
021-50808860
|
Contact Person
|
MINGZHU LUO
|
(II) Sponsor (Lead Underwriter)
|
|
Name
|
[***]
|
Legal Representative
|
[***]
|
ACM Research (Shanghai), Inc.
|
[***] |
Domicile
|
[***]
|
Telephone
|
[***]
|
Fax
|
[***]
|
Sponsor
Representatives
|
[***]
|
Project Co-organizer
|
[***]
|
Project Managers
|
[***]
|
(III) Co-lead Underwriter
|
|
Name
|
[***]
|
Legal Representative
|
[***]
|
Domicile
|
[***]
|
Telephone
|
[***]
|
Fax
|
[***]
|
Project Managers
|
[***]
|
(IV) Law Firm
|
|
Name
|
King & Wood Mallesons
|
Person in Charge
|
LING WANG
|
Domicile
|
17th & 18th Floors, East Tower, World Financial Center 1, No.1 Dongsanhuan Zhonglu, Chaoyang District, Beijing
|
Telephone
|
010-58785588
|
Fax
|
010-58785599
|
Responsible Lawyers
|
HUI XU, FUAN CHEN, ANRONG WANG
|
(V) Accounting Firm
|
|
Name
|
BDO CHINA SHU LUN PAN Certified Public Accountants LLP
|
Managing Partner
|
ZHIGUO YANG
|
Domicile
|
4 F, No.61 East Nanjing Road, Huangpu District, Shanghai
|
Telephone
|
0755-82584611
|
Fax
|
0755-82584611
|
Responsible Certified
Public Accountants
|
YI TANG, JING Zhao
|
(VI) Asset Appraisal Agency
|
|
Name
|
China United Assets Appraisal Group Co., Ltd.
|
Legal Representative
|
ZHI HU
|
Domicile
|
F4, East Block, Kaichen World Trade Center, 28 Fuxingmennei Street, Xicheng District, Beijing
|
Telephone
|
010-88000066
|
Fax
|
010-88000066
|
Responsible Certified
Appraisers
|
WEI LIU and QIQUAN GE
|
(VII) Stock Registrar
|
|
Name
|
China Securities Depository and Clearing Corporation Limited Shanghai Branch
|
Domicile
|
3/F, China Insurance Building, 166 Lujiazui East Road, Pudong New District, Shanghai,
|
Telephone
|
021-68870587
|
(VIII) Recipient Bank
|
|
Account Name
|
|
Account Number
|
|
(IX) Stock Exchange Applied for Listing
|
|
Name
|
Shanghai Stock Exchange
|
Domicile
|
Shanghai Stock Exchange Building, 528 Pudong South Road, Shanghai
|
Telephone
|
021-68808888
|
ACM Research (Shanghai), Inc.
|
[***] |
Date for Publication of the Offering
|
[MM][DD][YY]
|
Date to Start Inquiry Recommendation
|
[MM][DD][YY] - [MM][DD][YY]
|
Date for Publication of Pricing Notice
|
[MM][DD][YY]
|
Subscription Date and Payment Date
|
[MM][DD][YY] - [MM][DD][YY]
|
Listing Date
|
[MM][DD][YY]
|
ACM Research (Shanghai), Inc.
|
[***] |
ACM Research (Shanghai), Inc.
|
[***] |
ACM Research (Shanghai), Inc.
|
[***] |
ACM Research (Shanghai), Inc.
|
[***] |
ACM Research (Shanghai), Inc.
|
[***] |
ACM Research (Shanghai), Inc.
|
[***] |
ACM Research (Shanghai), Inc.
|
[***] |
ACM Research (Shanghai), Inc.
|
[***] |
ACM Research (Shanghai), Inc.
|
[***] |
ACM Research (Shanghai), Inc.
|
[***] |
ACM Research (Shanghai), Inc.
|
[***] |
ACM Research (Shanghai), Inc.
|
[***] |
ACM Research (Shanghai), Inc.
|
[***] |
I. |
Overview of the Issuer
|
Name:
|
盛美半导体设备(上海)股份有限公司
|
English Name:
|
ACM Research (Shanghai), Inc
|
Legal Representative:
|
HUI WANG
|
Share Capital:
|
RMB 390,201,347 Yuan
|
Date of Establishment:
|
May 17, 2005
|
Date of Overall Change:
|
November 21, 2019
|
Domicile:
|
Building 4, No.1690 Cailun Road, China (Shanghai) Pilot Free Trade Zone
|
Post Code:
|
201203
|
Telephone:
|
021-50808868
|
Fax:
|
021-50808860
|
Internet Address:
|
www.acmrcsh.com.cn
|
Email Address:
|
ir@acmrcsh.com
|
Information Disclosure
Department:
|
Board Office
|
Person in Charge of Information
Disclosure:
|
MINGZHU LUO
|
Telephone of the Information
Disclosure Department:
|
021-50276506
|
(I) |
Establishment of ACM Research (Shanghai), Inc.
|
No.
|
Name of
Shareholder
|
Subscribed Capital
Contribution (Ten
Thousand US Dollars)
|
Paid-up Capital
Contribution (Ten
Thousand US Dollars)
|
Proportion of
Shareholding
(%)
|
ACM Research (Shanghai), Inc.
|
[***] |
1
|
ACMR
|
120
|
18.0088
|
100
|
Total
|
120
|
18.0088
|
100
|
(II) |
Establishment of ACMSH
|
No.
|
Name of Shareholders
|
Shares Held (Ten
Thousand Shares)
|
Proportion of
Shareholding (%)
|
1
|
ACMR
|
35,769.2308
|
95.99
|
2
|
Xinwei Consulting
|
475.6154
|
1.28
|
3
|
HTXC
|
230.7692
|
0.62
|
4
|
Jinpu Investment
|
192.3077
|
0.52
|
5
|
Taihu Guolian
|
192.3077
|
0.52
|
6
|
Xinshi Consulting
|
178.1923
|
0.48
|
7
|
Hai Feng Investment
|
153.8462
|
0.41
|
8
|
Xingang Consulting
|
72.7115
|
0.20
|
Total
|
37,264.9808
|
100.00
|
ACM Research (Shanghai), Inc.
|
[***] |
Item
|
2019/
December 31, 2019
|
2018/
December 31, 2018
|
2017/
December 31, 2017
|
Consolidated Financial Statements
|
|||
Operating Income
|
75,673.30
|
55,026.91
|
25,358.73
|
Net Profit
|
13,488.73
|
9,253.04
|
1,086.06
|
Undistributed Profit
|
6,559.47
|
-7,598.98
|
-16,852.02
|
Financial Statements of the Parent Company
|
|||
Operating Income
|
72,799.03
|
53,826.81
|
25,358.73
|
Net Profit
|
14,076.03
|
8,785.44
|
1,091.39
|
Undistributed Profit
|
6,724.45
|
-8,021.29
|
-16,806.73
|
Debit/Credit
|
Accounting Name
|
Amount
|
Debit
|
Paid-up Capital
|
37,264.98
|
Debit
|
Undistributed Profit
|
-1,416.88
|
Debit
|
Capital Reserves
|
19,440.89
|
Credit
|
Share Capital
|
37,264.98
|
Credit
|
Capital Reserves - Share Premium
|
18,024.01
|
ACM Research (Shanghai), Inc.
|
[***] |
(III) |
Changes in the Shareholders of the Issuer
|
1. |
Equity Structure of the Issuer at the Beginning of the Reporting Period
|
No.
|
Name of Shareholder
|
Subscribed Capital
Contribution (RMB
10,000 Yuan)
|
Paid-up Capital
Contribution (RMB
10,000 Yuan)
|
Proportion of
Shareholding (%)
|
1
|
ACMR
|
13,400.0000
|
13,400.0000
|
62.87
|
2
|
Shanghai Venture Capital Co., Ltd.
|
4,000.0000
|
4,000.0000
|
18.77
|
3
|
ZJTVC
|
1,615.1250
|
1,615.1250
|
7.58
|
4
|
PDHTI
|
2,297.3700
|
2,297.3700
|
10.78
|
Total
|
21,312.4950
|
21,312.4950
|
100.00
|
2. |
In August, 2017, the Second Equity Transfer of ACMSH
|
ACM Research (Shanghai), Inc.
|
[***] |
No.
|
Name of Shareholder
|
Subscribed
Capital
Contribution
(RMB 10,000
Yuan)
|
Paid-up Capital
Contribution
(RMB 10,000
Yuan)
|
Proportion of
Shareholding
(%)
|
1
|
ACMR
|
17,400.0000
|
17,400.0000
|
81.64
|
2
|
ZJTVC
|
1,615.1250
|
1,615.1250
|
7.58
|
3
|
PDHTI
|
2,297.3700
|
2,297.3700
|
10.78
|
Total
|
21,312.4950
|
21,312.4950
|
100.00
|
3. |
In November, 2017, the Third Equity Transfer of ACMSH
|
No.
|
Name of
|
Subscribed Capital
|
Paid-up Capital
|
Proportion of
|
ACM Research (Shanghai), Inc.
|
[***] |
Shareholder
|
Contribution (RMB
10,000 Yuan)
|
Contribution
(RMB 10,000
Yuan)
|
Shareholding
(%)
|
|
1
|
ACMR
|
21,312.4950
|
21,312.4950
|
100.00
|
Total
|
21,312.4950
|
21,312.4950
|
100.00
|
4. |
In May, 2019, the Fourth Capital Increase of ACMSH
|
No.
|
Name of
Shareholder
|
Subscribed Capital
Contribution (RMB
10,000 Yuan)
|
Paid-up Capital
Contribution
(RMB 10,000
Yuan)
|
Proportion of
Shareholding
(%)
|
1
|
ACMR
|
35,769.2308
|
35,769.2308
|
100.00
|
Total
|
35,769.2308
|
35,769.2308
|
100.00
|
5. |
In June, 2019, the Fifth Capital Increase of ACMSH
|
ACM Research (Shanghai), Inc.
|
[***] |
No.
|
Name of Shareholder
|
Subscribed Capital
Contribution
(RMB 10,000
Yuan)
|
Paid-up Capital
Contribution
(RMB 10,000
Yuan)
|
Proportion of
Shareholding
(%)
|
1
|
ACMR
|
35,769.2308
|
35,769.2308
|
95.99
|
2
|
Xinwei Consulting
|
475.6154
|
475.6154
|
1.28
|
3
|
HTXC
|
230.7692
|
230.7692
|
0.62
|
4
|
Jinpu Investment
|
192.3077
|
192.3077
|
0.52
|
5
|
Taihu Guolian
|
192.3077
|
192.3077
|
0.52
|
6
|
Xinshi Consulting
|
178.1923
|
178.1923
|
0.48
|
7
|
Hai Feng Investment
|
153.8462
|
153.8462
|
0.41
|
8
|
Xingang Consulting
|
72.7115
|
72.7115
|
0.20
|
Total
|
37,264.9808
|
37,264.9808
|
100.00
|
7. |
In November, 2019, the First Capital Increase of ACMSH
|
No.
|
Name of Shareholder
|
Quantity of Shares Held
(Ten Thousand Shares)
|
Proportion of
Shareholding (%)
|
1
|
ACMR
|
35,769.23
|
91.67
|
2
|
Xinwei Consulting
|
475.62
|
1.22
|
3
|
SICIF
|
461.54
|
1.18
|
4
|
PDHTI
|
461.54
|
1.18
|
5
|
HTXC
|
230.77
|
0.59
|
ACM Research (Shanghai), Inc.
|
[***] |
6
|
Shangrong Innovation
|
207.69
|
0.53
|
7
|
Jinpu Investment
|
192.31
|
0.49
|
8
|
Taihu Guolian
|
192.31
|
0.49
|
9
|
Xinshi Consulting
|
178.19
|
0.46
|
10
|
Yongkong Consulting
|
176.92
|
0.45
|
11
|
Hai Feng Investment
|
153.85
|
0.39
|
12
|
Runguang Investment
|
153.85
|
0.39
|
13
|
ZJTVC
|
153.85
|
0.39
|
14
|
SYEM
|
116.69
|
0.30
|
15
|
Xingang Consulting
|
72.71
|
0.19
|
16
|
SRJY
|
23.08
|
0.06
|
Total
|
39,020.13
|
100.00
|
(IV) |
Material Assets Reorganization during the Issuer's Reporting Period
|
(V) |
Listing of the Issuer in Other Securities Markets
|
(I) |
Majority Owned Subsidiaries
|
ACM Research (Shanghai), Inc.
|
[***] |
Name
|
清芯科技有限公司
|
English Name
|
CleanChip Technologies Limited
|
Address
|
FLAT/RM K 15/F, MG TOWER, 133 HOI BUN ROAD, KWUN TONG KL, HONGKONG
|
Legal Representative
|
HUI WANG
|
Registered Capital
|
10 Hong Kong Dollars
|
Date of Establishment
|
June 9, 2017
|
Main Business and Its
Relationship with Main
Business of the Issuer
|
Sales of Special Equipment for Semiconductors; Sales Platform of the Issuer’s Export Business
|
Shareholders
|
The Company holds its 100% equity interests.
|
Item
|
December 31, 2019/2019
|
Total Assets
|
35,226.43
|
Net Assets
|
-639.20
|
Net Profit
|
-1,053.14
|
Name
|
ACM Research (Wuxi), Inc.
|
Uniform Social Credit Code
|
91320214579450405R
|
ACM Research (Shanghai), Inc.
|
[***] |
Domicile
|
J1-6, Export Processing Zone, Wuxi New District
|
Legal Representative
|
HUI WANG
|
Registered Capital
|
RMB 5 million Yuan
|
Paid-in Capital
|
RMB 5 million Yuan
|
Date of Establishment
|
July 14, 2011
|
Type of Company
|
Limited Liability Company (Sole Proprietorship by Legal Person)
|
Business Scope
|
The design, production, processing of electronic special equipment and parts, sales of self-produced products, and provision of after-sales technical services and consulting services (for the above items
subject to the administrative permits, relevant permits shall be obtained for operation)
|
Main Business and Its
Relationship with
Main Business of the
Issuer
|
After-sales services for semiconductor equipment; providing after-sales services for some clients of the issuer
|
Shareholder
|
The Company holds its 100% equity interests.
|
Item
|
December 31, 2019/2019
|
Total Assets
|
510.56
|
Net Assets
|
441.72
|
Net Profit
|
-7.66
|
Name
|
Shengwei Semiconductor Equipment (Shanghai) Co., Ltd.
|
Uniform Social Credit
Code
|
91310115MA1HAJFA8M
|
Domicile
|
Building C, No.888 Huanhu West II Road, Nanhui New Town, Lingang New Area, China (Shanghai) Pilot Free Trade Zone
|
Legal Representative
|
HUI WANG
|
Registered Capital
|
RMB 5 million Yuan
|
Paid-in Capital
|
RMB 1 million Yuan
|
Date of Establishment
|
March 25, 2019
|
Type of Company
|
Limited Liability Company (Sole Proprietorship by WFOE Legal Person)
|
Business Scope
|
The technology development, technical services, technical consulting and technology transfer in the field of semiconductor equipment technology, the design and sales of electronic equipment and its parts, the
import and export of goods and technology. (for the above items subject to the administrative permits, relevant permits shall be obtained for operation)
|
Main Business and Its
Relationship with Main
Business of the Issuer
|
Intending to be engaged in research and development, production and sales of semiconductor special equipment; under construction, not yet carrying out any business.
|
Shareholder
|
The Company holds its 100% equity interests.
|
ACM Research (Shanghai), Inc.
|
[***] |
Item
|
December 31, 2019/2019
|
Total Assets
|
106.41
|
Net Assets
|
99.99
|
Net Profit
|
-0.01
|
Name
|
ACM Research Korea Co., LTD.
|
Registration No.
|
134411-0078948
|
Registered Address
|
No.402, 2106 Gyeongchung-daero, Bubal-eup, Icheon-si, Gyeonggi-do (Modern City Plaza)
|
CEO
|
YOUNG YOUL KIM
|
Registered Capital
|
KRW 100 Million
|
Number of Issued Shares
|
20,000 shares
|
Date of Establishment
|
December 5, 2017
|
Main Business and Its
Relationship with Main
Business of the Issuer
|
Research and development, production and sales of semiconductor special equipment; conducting research and development of semiconductor special equipment and the spare parts for the Issuer, and at the same
time, purchasing the spare parts of semiconductor special equipment for the Issuer
|
Shareholders
|
CleanChip HK holds its 100% equity interests.
|
Item
|
December 31, 2019/2019
|
Total Assets
|
1,914.77
|
Net Assets
|
226.87
|
Net Profit
|
21.23
|
Name
|
ACM Research (CA), Inc.
|
Address
|
42307 Osgood Road, Suite #I, ROOM B,Fremont, CA 94539
|
Director
|
JIAN WANG
|
Number of Shares Outstanding
|
10,000 shares
|
Main Business and Its
Relationship with Main Business
of the Issuer
|
Purchase and sales of the spare parts of semiconductor special equipment; purchasing the spare parts of semiconductor special equipment for the Issuer
|
Date of Establishment
|
April 5, 2019
|
Shareholder
|
CleanChip HK holds its 100% equity interests.
|
Item
|
December 31, 2019/2019
|
Total Assets
|
882.06
|
Net Assets
|
-17.70
|
ACM Research (Shanghai), Inc.
|
[***] |
Net Profit
|
-17.64
|
(II) |
Equity Participation Companies
|
1. |
Shengyi Technology
|
Name
|
Shengyi Semiconductor Technology (Wuxi) Co., Ltd.
|
Uniform Social Credit
Code
|
91320214MA1XD32R1A
|
Domicile
|
E2-111, China Sensor Network International Innovation Park, Xinwu District, Wuxi
|
Legal Representative
|
BEIYI WANG
|
Registered Capital
|
RMB 5 million Yuan
|
Type of Company
|
Limited Liability Company
|
Business Scope
|
Semiconductor technology development, technical services, technical consultation and technology transfer; Semiconductor equipment production, sales, installation, maintenance, testing; Sales of electronic
products, electrical and mechanical equipment, mechanical equipment and accessories, instrumentation, chemical raw materials and products (with the hazardous chemicals business permit), metal materials, environmental protection equipment,
metal products, rubber and plastic products, electrical and mechanical equipment, hardware and electrical equipment, building materials, chemical raw materials (except dangerous goods), fire-fighting equipment, packaging materials,
furniture supplies, office supplies, articles of daily use, cleaning supplies; Import and export of all kinds of commodities and technologies on its own behalf or on behalf of others (except for commodities and technologies whose import and
export are restricted or prohibited by the state). (For the above items subject to the administrative permits, relevant permits shall be obtained for operation)
|
Main Business
|
Production and sales of components and parts of semiconductor special equipment
|
Date of Establishment
|
October 29, 2018
|
No.
|
Name of
Shareholder
|
Subscribed Capital Contribution
(RMB 10,000 Yuan)
|
Proportion of
Contributions (%)
|
1
|
BEIYI WANG
|
425
|
85
|
2
|
ACMSH
|
75
|
15
|
Total
|
500
|
100
|
Item
|
December 31, 2019/2019
|
Total Assets
|
756.89
|
Net Assets
|
517.94
|
Net Profit
|
24.77
|
Name
|