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Item 9A. Controls and Procedures

2023-03-02 compared with 2022-03-01 · 193 added, 207 removed, 116 unchanged (78% of the section changed)

5 unchanged sentences

designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative

to their costs.

The effectiveness of the disclosure controls and procedures is also necessarily limited by the staff and other resources available to management and the geographic diversity of our company’s operations.

As a result of the COVID-19

pandemic, in 2021 we have faced additional challenges in operating and monitoring our disclosure controls and procedures as a result of employees working remotely and management travel being limited.

In addition, we face potential heightened

cybersecurity risks as our level of dependence on our IT networks and related systems increases, stemming from employees working remotely, and the number of malware campaigns and phishing attacks preying on the uncertainties surrounding the

COVID‑19 pandemic increases.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2021, our company’s disclosure controls and procedures were effective to

provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange

pandemic, in 2021 and 2022 we have faced additional challenges in operating and monitoring our disclosure controls and procedures as a result of employees working remotely and management travel being limited.

In addition, we face potential

heightened cybersecurity risks as our level of dependence on our IT networks and related systems increases, stemming from employees working remotely, and the number of malware campaigns and phishing attacks preying on the uncertainties

surrounding the COVID‑19 pandemic increases.

Based on that evaluation, and as a result of the material weaknesses in internal

control over financial reporting described below , our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2022, our company’s disclosure controls and procedures were not effective to provide

reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange

Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Notwithstanding the material weaknesses in internal control over financial reporting

described below, our management, including our Chief Executive Officer and Chief Financial Officer, believes that our consolidated financial statements included in this report present fairly, in all material respects, our financial position,

results of operations and cash flows as of and for the periods presented, in conformity with GAAP.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with general accepted accounting

Our internal control

over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with general accepted accounting

The company’s internal control over financial reporting includes those policies and procedures that:

6 unchanged sentences

subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31,

In making this assessment, our management used the criteria set forth in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on its assessment, management

concluded that our internal control over financial reporting was effective as of December 31, 2021.

BDO China Shu Lun Pan Certified Public Accountants LLP, an independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting, which

is included herein.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our

internal control over financial reporting as of December 31, 2022.

In making this assessment, our management used the criteria set forth in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission.

Based on its assessment, management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2022 due to the material weaknesses described below.

Material Weaknesses in Internal Control Over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a

reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Management identified the following material weaknesses during its assessment of internal controls over financial reporting as of December 31,

Management did not design and maintain effective risk assessment procedures, and monitoring activities.

These deficiencies were

attributed to insufficient identification and assessment of risks impacting the design, implementation, and operating effectiveness of internal control over financial reporting, and insufficient evaluation and determination as to

whether components of internal control were present and functioning.

Management did not design and maintain effective information technology controls related to (a) user access controls to ensure

appropriate segregation of duties and adequately restrict user and privileged access to financial applications, programs, and data to appropriate personnel, (b) computer operations controls to ensure that critical information is

monitored, and data backups are authorized and monitored, (c) appropriate controls to evaluate automated controls, and (d) appropriate controls to validate the completeness and accuracy of key reports used within controls across

substantially all financial statement areas.

Although these material weaknesses did not result in any material misstatement of our consolidated financial statements as of and for the year

ended December 31, 2022, there is a reasonable possibility that a material misstatement of our consolidated financial statements will not be prevented or detected on a timely basis.

Accordingly, management has concluded that these control

deficiencies constitute material weaknesses.

Remediation Efforts

We have begun the process of, and are focused on, designing and implementing effective internal control measures to improve our internal control

over financial reporting and remediate the material weaknesses.

Our internal control remediation efforts include the following:

Continue engagement with an outside firm to assist management with (i) designing and maintaining effective risk assessment

procedures and monitoring activities, (ii) reviewing our current processes, procedures, and systems and assessing the design of controls to identify opportunities to enhance the design of controls that would address relevant risks

identified by management to assure the operating effectiveness of internal control over financial reporting, and (iii) enhancing and implementing protocols to retain sufficient documentary evidence of operating effectiveness of

such controls.

Continue to recruit qualified individuals for key positions within our accounting and other support functions that will further

enhance internal control capabilities, allow for appropriate segregation of duties, and provide appropriate oversight and reviews.

Complete the implementation of our new enterprise reporting software

and other system integrations and establish effective general controls over these systems to ensure that our automated process level controls and information

produced and maintained in our IT systems is relevant and reliable.

Restrict and monitor user access controls to ensure

appropriate segregation of duties and adequately restrict user and privileged access of applications, programs, and data to appropriate personnel, implement computer operations controls to ensure that critical information is

monitored, and data backups are authorized and monitored, establish appropriate controls to evaluate automated controls, and design and monitor appropriate controls to validate the completeness and accuracy of key reports used within

controls across substantially all financial statement areas.

We are committed to ensuring that our internal controls over financial reporting are designed and operating effectively.

Management believes the

planned remediation will improve the effectiveness of our internal control over financial reporting.

While these planned actions are subject to ongoing management evaluation and will require validation and testing of the design and operating

effectiveness of internal controls over a sustained period of financial reporting cycles, we are committed to the continuous improvement of our internal control over financial reporting and will continue to diligently review our internal

control over financial reporting.

Attestation Report of Independent Registered Public Accounting Firm

Armanino LLP, an independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting, which is included herein under “Item 8.

Statements and Supplementary Data”.

Changes in Internal Control over Financial Reporting and Remediation Efforts

No changes were identified to our internal control over financial reporting during the three months ended December 31, 2021 that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

We will continue to review and document our disclosure controls and procedures, including our internal control over financial reporting and may from time

to time make changes to enhance their effectiveness and ensure that our systems evolve with our business.

Report of Independent Registered Public Accounting Firm

Shareholders and Board of Directors

ACM Research, Inc.

Fremont, California

Opinion on Internal Control over Financial Reporting

We have audited ACM Research, Inc.

and subsidiaries’ (the “Company’s”) internal control over financial reporting as of December 31,

2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of

the Treadway Commission (the “COSO criteria”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the

consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period

ended December 31, 2021, and the related notes and our report dated March 1, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of

the effectiveness of internal control over financial reporting, included in the accompanying “Item 9A, Management’s Report on Internal Control over Financial Reporting”.

Our responsibility is to express an opinion on the Company’s internal

control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules

and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB.

Those standards

require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control

over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other

procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures

that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary

to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

BDO China Shu Lun Pan Certified Public Accountants LLP

Shenzhen, The People’s Republic of China

March 1, 2022

Other than the material weaknesses and the management remediation efforts described above, no changes were identified to our internal control over

financial reporting during the year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We will continue to review and document our disclosure

controls and procedures, including our internal control over financial reporting and may from time to time make changes to enhance their effectiveness and ensure that our systems evolve with our business.

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

(a) ACM Research was identified by the SEC pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C.

7214(i)(2)(A)) as having retained, for the preparation of the audit report

on its financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2021, a registered public accounting firm that has a branch or office that is located in a foreign jurisdiction and that the PCAOB had then

determined it was unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction, which determination was vacated by the PCAOB on December 15, 2022.

ACM Research herein confirms that it is not

owned or controlled by any governmental entity in such foreign jurisdiction.

(b) Not applicable.

Directors, Executive Officers and Corporate Governance

17 unchanged sentences

Restated Certificate of Incorporation of ACM Research, Inc.

(incorporated herein by reference to Exhibit 3.01 to the Current Report on Form 8-K filed on

November 14, 2017)

Certificate of Amendment to Restated Certificate of Incorporation of ACM Research, Inc., dated July 13, 2021 (incorporated herein by reference to Exhibit

3.01 to the Current Report filed on July 13, 2021)

(incorporated herein by reference to Exhibit 3.01 to the Current Report on Form 8-K filed on November 14, 2017)

Certificate of Amendment to Restated Certificate of Incorporation of ACM Research, Inc., dated July 13, 2021 (incorporated herein by reference to Exhibit 3.01 to the Current Report filed on

July 13, 2021)

Restated Bylaws of ACM Research, Inc.

(incorporated herein by reference to Exhibit 3.02 to the Current Report on Form 8-K filed on November 14, 2017)

Senior Secured Promissory Note dated March 30, 2018 issued by Shengxin (Shanghai) Management Consulting Limited Partnership to ACM Research (Shanghai),

(incorporated herein by reference to Exhibit 10.03 to the Quarterly Report on Form 10-Q filed on May 14, 2018)

Senior Secured Promissory Note dated March 30, 2018 issued by Shengxin (Shanghai) Management Consulting Limited Partnership to ACM Research (Shanghai), Inc.

(incorporated herein by reference

to Exhibit 10.03 to the Quarterly Report on Form 10-Q filed on May 14, 2018)

Intercompany Promissory Note dated March 30, 2018 issued by ACM Research (Shanghai), Inc.

to ACM Research, Inc.

(incorporated herein by reference to

Exhibit 10.04 to the Quarterly Report on Form 10-Q filed on May 14, 2018)

Warrant Exercise Agreement dated March 30, 2018 by and among ACM Research, Inc., ACM Research (Shanghai), Inc., and Shengxin (Shanghai) Management

Consulting Limited Partnership (incorporated herein by reference to Exhibit 10.02 to the Quarterly Report on Form 10-Q filed on May 14, 2018)

Warrant to Purchase Class A Common Stock issued to Shengxin (Shanghai) Management Consulting Limited Partnership dated July 29, 2020 (incorporated herein

by reference to Exhibit 4.01 to the Quarterly Report on Form 10-Q filed on August 10, 2020)

(incorporated herein by reference to Exhibit 10.04 to the Quarterly Report on

Form 10-Q filed on May 14, 2018)

Warrant Exercise Agreement dated March 30, 2018 by and among ACM Research, Inc., ACM Research (Shanghai), Inc., and Shengxin (Shanghai) Management Consulting Limited Partnership

(incorporated herein by reference to Exhibit 10.02 to the Quarterly Report on Form 10-Q filed on May 14, 2018)

Warrant to Purchase Class A Common Stock issued to Shengxin (Shanghai) Management Consulting Limited Partnership dated July 29, 2020 (incorporated herein by reference to Exhibit 4.01 to the

Quarterly Report on Form 10-Q filed on August 10, 2020)

Description of ACM Research, Inc.’s Securities

1 unchanged sentence

and D&J Construction, Inc.

(incorporated herein by reference to Exhibit 10.01 to the

Registration Statement on Form S-1 filed on September 13, 2017)

(incorporated herein by reference to Exhibit 10.01 to the Registration Statement on Form S-1 filed on

September 13, 2017)

Lease Amendment dated February 28, 2018 between ACM Research, Inc.

and D&J Construction, Inc.

(incorporated herein by reference to Exhibit 10.06 to

the Amended Quarterly Report on Form 10-Q/A filed on October 15, 2018)

(incorporated herein by reference to Exhibit 10.06 to the Amended Quarterly Report on Form

10-Q/A filed on October 15, 2018)

Lease Amendment dated February 4, 2019 between ACM Research, Inc.

and D&J Construction, Inc.

(incorporated herein by reference to Exhibit 10.1 to the

Current Report on Form 8-K filed on February 8, 2019)

(incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on

February 8, 2019)

Lease Amendment dated January 4, 2021 between ACM Research, Inc.

and D&J Construction, Inc.

(incorporated herein by reference to Exhibit 10.01(d) to the Annual Report on Form 10-K filed

on March 1, 2022)

Lease Agreement dated April 26, 2018 between ACM Research (Shanghai), Inc.

and Shanghai Zhangjiang Group Co., Ltd.

(incorporated herein by reference to

Exhibit 10.01 to the Amended Quarterly Report on Form 10-Q/A filed on October 15, 2018)

(incorporated herein by reference to Exhibit 10.01 to the Amended Quarterly

Report on Form 10-Q/A filed on October 15, 2018)

Lease Agreement dated January 18, 2018 between ACM Research (Shanghai), Inc.

and Shanghai Shengyu Culture Development Co., Ltd.

(incorporated herein by

reference to Exhibit 10.05 to the Amended Quarterly Report on Form 10-Q/A filed on October 15, 2018)

Securities Purchase Agreement dated March 14, 2017 by and among ACM Research, Inc., Shengxin (Shanghai) Management Consulting Limited Partnership and ACM

Research (Shanghai), Inc.

(incorporated herein by reference to Exhibit 10.05 to the

Amended Quarterly Report on Form 10-Q/A filed on October 15, 2018)

Securities Purchase Agreement dated March 14, 2017 by and among ACM Research, Inc., Shengxin (Shanghai) Management Consulting Limited Partnership and ACM Research (Shanghai), Inc.

(incorporated herein by reference to Exhibit 10.03 to the Registration Statement on Form S-1 filed on September 13, 2017)

Securities Purchase Agreement dated March 23, 2017 between ACM Research, Inc.

and Shanghai Science and Technology Venture Capital Co., Ltd., as amended

(incorporated herein by reference to Exhibit 10.04 to the Amended Registration Statement on Form S-1/A filed on October 18, 2017)

and Shanghai Science and Technology Venture Capital Co., Ltd., as amended (incorporated herein by reference to

Exhibit 10.04 to the Amended Registration Statement on Form S-1/A filed on October 18, 2017)

Ordinary Share Purchase Agreement dated September 6, 2017 by and among ACM Research, Inc., Ninebell Co., Ltd.

and Moon-Soo Choi (incorporated herein by

reference to Exhibit 10.07 to the Amended Registration Statement on Form S-1/A filed on October 18, 2017)

Form of Second Amended and Restated Registration Rights Agreement to be entered into between ACM Research, Inc.

and certain of its stockholders

(incorporated herein by reference to Exhibit 10.09 to the Amended Registration Statement on Form S-1/A filed on October 18, 2017)

Stock Purchase Agreement, dated October 11, 2017, by and among ACM Research, Inc., Xunxin (Shanghai) Capital Co., Limited, Xinxin (Hongkong) Capital Co.,

Limited and David H.

and Moon-Soo Choi (incorporated herein by reference to Exhibit 10.07 to the

Amended Registration Statement on Form S-1/A filed on October 18, 2017)

Stock Purchase Agreement, dated October 11, 2017, by and among ACM Research, Inc., X i nxin (Shanghai) Capital Co., Limited, Xinxin (Hongkong) Capital Co., Limited and David H.

Wang (incorporated herein by reference to Exhibit 10.10 to the Amended Registration Statement on Form S-1/A filed on October

Nomination and Voting Agreement, dated October 11, 2017, by and among Xinxin (Hongkong) Capital Co., Limited, ACM Research, Inc., David H.

Wang, and the

individuals named therein (incorporated herein by reference to Exhibit 10.12 to the Amended Registration Statement on Form S-1/A filed on October 18, 2017)

Termination Agreement between ACM Research, Inc.

and Xinxin (Hongkong) Capital Co., Limited, dated as of May 18, 2021 (incorporated herein by reference

to Exhibit 10.01 to the Current Report on Form 8-K filed on May 21, 2021)

Voting Agreement, dated March 23, 2017, by and among Shanghai Technology Venture Capital Co., Ltd.

(also known as Shanghai Science and Technology Venture

Capital Co., Ltd.) and ACM Research, Inc.

(incorporated herein by reference to Exhibit 10.13 to the Amended Registration Statement on Form S-1/A filed on October 18, 2017)

Form of Capital Increase Agreement between ACM Research, Inc.

and certain investors (incorporated herein by reference to Exhibit 10.01 to the Quarterly

Report on Form 10-Q filed on August 12, 2019)

Schedule identifying agreements substantially identical to the form of Capital Increase Agreement filed as Exhibit 10.12 hereto (incorporated herein by

reference to Exhibit 10.01(a) to the Quarterly Report on Form 10-Q filed on August 12, 2019)

and certain investors (incorporated herein by reference to Exhibit 10.01 to the Quarterly Report on Form 10-Q filed on August

Schedule identifying agreements substantially identical to the form of Capital Increase Agreement filed as Exhibit 10.12 hereto (incorporated herein by reference to Exhibit 10.01(a) to the

Quarterly Report on Form 10-Q filed on August 12, 2019)

Form of Agreement between ACM Research, Inc.

and certain Investors (incorporated herein by reference to Exhibit 10.02 to the Quarterly Report on Form

10-Q filed on August 12, 2019)

Schedule identifying agreements substantially identical to the form of Agreement filed as Exhibit 10.13 hereto (incorporated herein by reference to

Exhibit 10.02(a) to the Quarterly Report on Form 10-Q filed on August 12, 2019)

Partnership Agreement of Hefei Shixi Chanheng Integrated Circuit Industry Venture Capital Fund Partnership (LP) dated September 5, 2019 by and among

Infotech National Emerging Industry Venture Investment Guidance Fund (LP), Hefei Guozheng Asset Management Co, Ltd., Hefei Economic and Technological Development Zone Industrial Investment Guidance Fund Co., Ltd., ACM Research (Shanghai),

Inc., Hefei Tongyi Equity Investment Partnership (LP), Shenzen Waitan Technology Development Co., Ltd., and Beijing Shixi Qingliu Investment Co., Ltd.

(incorporated herein by reference to Exhibit 10.03 to the Quarterly Report on Form 10-Q

filed on November 13, 2019)

and certain Investors (incorporated herein by reference to Exhibit 10.02 to the Quarterly Report on Form 10-Q filed on August 12, 2019)

Schedule identifying agreements substantially identical to the form of Agreement filed as Exhibit 10.13 hereto (incorporated herein by reference to Exhibit 10.02(a) to the Quarterly Report

on Form 10-Q filed on August 12, 2019)

Partnership Agreement of Hefei Shixi Chanheng Integrated Circuit Industry Venture Capital Fund Partnership (LP) dated September 5, 2019 by and among Infotech National Emerging Industry

Venture Investment Guidance Fund (LP), Hefei Guozheng Asset Management Co, Ltd., Hefei Economic and Technological Development Zone Industrial Investment Guidance Fund Co., Ltd., ACM Research (Shanghai), Inc., Hefei Tongyi Equity

Investment Partnership (LP), Shenzen Waitan Technology Development Co., Ltd., and Beijing Shixi Qingliu Investment Co., Ltd.

(incorporated herein by reference to Exhibit 10.03 to the Quarterly Report on Form 10-Q filed on November 13,

2016 Omnibus Incentive Plan of ACM Research, Inc.

(incorporated herein by reference to Exhibit 10.01 to the Quarterly Report on Form 10-Q filed on

December 8, 2017)

Form of Incentive Stock Option Grant Notice and Agreement under 2016 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.10(a) to the

Registration Statement on Form S-1 filed on September 13, 2017)

Form of Non-qualified Stock Option Grant Notice and Agreement under 2016 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.10(b) to

the Registration Statement on Form S-1 filed on September 13, 2017)

Form of Restricted Stock Unit Grant Notice and Agreement under 2016 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.10(c) to the

Registration Statement on Form S-1 filed on September 13, 2017)

(incorporated herein by reference to Exhibit 10.01 to the Quarterly Report on Form 10-Q filed on December 8, 2017)

Form of Incentive Stock Option Grant Notice and Agreement under 2016 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.10(a) to the Registration Statement on Form S-1

filed on September 13, 2017)

Form of Non-qualified Stock Option Grant Notice and Agreement under 2016 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.10(b) to the Registration Statement on Form

S-1 filed on September 13, 2017)

Form of Restricted Stock Unit Grant Notice and Agreement under 2016 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.10(c) to the Registration Statement on Form S-1

filed on September 13, 2017)

Form of Nonstatutory Stock Option Agreement of ACM Research, Inc.

(incorporated herein by reference to Exhibit 10.11 to the Registration Statement on

Form S-1 filed on September 13, 2017)

(incorporated herein by reference to Exhibit 10.11 to the Registration Statement on Form S-1 filed on September 13, 2017)

1998 Stock Option Plan of ACM Research, Inc.

(incorporated herein by reference to Exhibit 10.12 to the Registration Statement on Form S-1 filed on

September 13, 2017)

Form of Incentive Stock Option Agreement under 1998 Stock Option Plan (incorporated herein by reference to Exhibit 10.12(a) to the Registration

Statement on Form S-1 filed on September 13, 2017)

Form of Non-statutory Stock Option Agreement under 1998 Stock Option Plan (incorporated herein by reference to Exhibit 10.12(b) to the Registration

Statement on Form S-1 filed on September 13, 2017)

(incorporated herein by reference to Exhibit 10.12 to the Registration Statement on Form S-1 filed on September 13, 2017)

Form of Incentive Stock Option Agreement under 1998 Stock Option Plan (incorporated herein by reference to Exhibit 10.12(a) to the Registration Statement on Form S-1 filed on September 13,

Form of Non-statutory Stock Option Agreement under 1998 Stock Option Plan (incorporated herein by reference to Exhibit 10.12(b) to the Registration Statement on Form S-1 filed on September

Form of Indemnification Agreement entered into between ACM Research, Inc.

and certain of its directors and officers (incorporated herein by reference to

Exhibit 10.13 to the Registration Statement on Form S-1 filed on September 13, 2017)

and certain of its directors and officers (incorporated herein by reference to Exhibit 10.13 to the Registration

Statement on Form S-1 filed on September 13, 2017)

Letter agreement dated June 12, 2019 between ACM Research, Inc.

and Mark McKechnie (incorporated herein by reference to Exhibit 10.02 to the Current

Report on Form 8-K filed on August 13, 2019)

Employment Agreement dated January 8, 2018 between ACM Research (Shanghai), Inc and Lisa Feng

and Mark McKechnie (incorporated herein by reference to Exhibit 10.02 to the Current Report on Form 8-K filed on August 13,

Employment Agreement dated January 8, 2018 between ACM Research (Shanghai), Inc.

and Lisa Feng (incorporated herein by reference to Exhibit 10.20 to the Annual Report on Form 10-K filed on

March 1, 2022)

Note Assignment and Cancellation Agreement dated April 30, 2020 by and among ACM Research, Inc., ACM Research (Shanghai), Inc.

and Shengxin (Shanghai)

Management Consulting Limited Partnership (incorporated herein by reference to Exhibit 10.02 to the Quarterly Report Form 10-Q filed on May 8, 2020)

Share Transfer and Note Cancellation Agreement dated April 30, 2020 between ACM Research, Inc.

and Shengxin (Shanghai) Management Consulting Limited

Partnership (incorporated herein by reference to Exhibit 10.03 to the Quarterly Report on Form 10-Q filed on May 8, 2020)

Partnership (incorporated herein by reference to Exhibit 10.02 to the Quarterly Report Form 10-Q filed on May 8, 2020)

Share Transfer and Note Cancellation Agreement dated April 30, 2020 between ACM Research, Inc.

and Shengxin (Shanghai) Management Consulting Limited Partnership (incorporated herein by

reference to Exhibit 10.03 to the Quarterly Report on Form 10-Q filed on May 8, 2020)

Amendment No.

1 to Share Transfer and Note Cancellation Agreement dated July 29, 2020 between ACM Research, Inc.

and Shengxin (Shanghai) Management

Consulting Limited Partnership (incorporated herein by reference to Exhibit 10.01 to the Quarterly Report on Form 10-Q filed on November 9, 2020)

Grant Contract for State-owned Construction Land Use Right in Shanghai City (Category of R&D Headquarters and Industrial Projects) dated as of May 7,

2020 between ACM Research (Lingang), Inc.

and Shengxin (Shanghai) Management Consulting Limited Partnership

(incorporated herein by reference to Exhibit 10.01 to the Quarterly Report on Form 10-Q filed on November 9, 2020)

Grant Contract for State-owned Construction Land Use Right in Shanghai City (Category of R&D Headquarters and Industrial Projects) dated as of May 7, 2020 between ACM Research (Lingang),

and China (Shanghai) Pilot Free Trade Zone Lin-gang Special Area Administration (incorporated herein by reference to Exhibit 10.01 to the Current Report on Form 8-K filed on May 13, 2020)

Commitment Letter Regarding the Lock-up of Shares, effective as of May 26, 2020, of ACM Research, Inc.

(incorporated herein by reference to Exhibit 10.01

to the Current Report on Form 8-K filed on June 1, 2020)

(incorporated herein by reference to Exhibit 10.01 to the Current Report on Form 8-K

filed on June 1, 2020)

Commitment Letter Regarding Shareholding Intent and Intent to Reduce Shareholding, effective as of May 26, 2020, of ACM Research, Inc.

(incorporated herein by reference to Exhibit 10.02 to the Current Report to Form 8-K filed on June 1, 2020)

Wang (incorporated herein by reference to

Exhibit 10.02 to the Current Report to Form 8-K filed on June 1, 2020)

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 (incorporated herein by reference to Exhibit 10.03 to the Current Report on Form 8-K filed on June 1, 2020)

Within Three Years After Listing, effective as of May 26, 2020, of

ACM Research, Inc., ACM Research (Shanghai), Inc., and certain individuals named therein (incorporated herein by reference to Exhibit 10.03 to the Current Report on Form 8-K filed on June 1, 2020)

Commitment Letter Regarding Fraudulent Issuance of Listed Shares, effective as of May 26, 2020, of ACM Research, Inc., ACM Research (Shanghai), Inc.

Wang (incorporated herein by reference to Exhibit 10.04 to the Current Report on Form 8-K filed on June 1, 2020)

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.

Wang (incorporated herein by

reference to Exhibit 10.04 to the Current Report on Form 8-K filed on June 1, 2020)

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.

(incorporated herein by reference to Exhibit 10.05 to the Current Report on Form 8-K filed on June 1, 2020)

Commitment Letter Regarding Making Up for Diluted Immediate Returns, effective as of May 26, 2020, of ACM Research, Inc.

(incorporated herein by

reference to Exhibit 10.06 to the Current Report on Form 8-K filed on June 1, 2020)

(incorporated herein by reference to Exhibit 10.06 to the Current

Report on Form 8-K filed on June 1, 2020)

Commitment Letter Regarding Unfulfilled Commitment on Binding Measures, effective as of May 26, 2020, of ACM Research, Inc.

(incorporated herein by reference to Exhibit 10.07 to the Current Report on Form 8-K filed on June 1, 2020)

Wang (incorporated herein by reference to Exhibit

10.07 to the Current Report on Form 8-K filed on June 1, 2020)

Commitment Letter Regarding the Avoidance of Competition in the Same Industry, effective as of May 26, 2020, of ACM Research, Inc.

(incorporated herein

by reference to Exhibit 10.08 to the Current Report on Form 8-K filed on June 1, 2020)

(incorporated herein by reference to Exhibit 10.08 to the

Current Report on Form 8-K filed on June 1, 2020)

Commitment Letter Regarding the Standardization and Reduction of Related Transactions, effective as of May 26, 2020, of ACM Research, Inc.

(incorporated

herein by reference to Exhibit 10.09 to the Current Report on Form 8-K filed on June 1, 2020)

(incorporated herein by reference to Exhibit 10.09

to the Current Report on Form 8-K filed on June 1, 2020)

Commitment Letter Regarding the Avoidance of Funds Occupation and Illegal Guarantee, effective as of May 26, 2020, of ACM Research, Inc.

(incorporated

herein by reference to Exhibit 10.10 to the Current Report on Form 8-K filed on June 1, 2020)

(incorporated herein by reference to Exhibit 10.10 to

the Current Report on Form 8-K filed on June 1, 2020)

Statement and Commitment Letter, effective as of May 26, 2020, of ACM Research, Inc.

(incorporated herein by reference to Exhibit 10.11 to the Current

Report on Form 8-K filed on June 1, 2020)

(incorporated herein by reference to Exhibit 10.11 to the Current Report on Form 8-K filed on June 1,

Commitment Letter Regarding Property Lease Matters, effective as of May 26, 2020, of ACM Research, Inc.

(incorporated herein by reference to Exhibit

10.12 to the Current Report on Form 8-K filed on June 1, 2020)

(incorporated herein by reference to Exhibit 10.12 to the Current Report on Form 8-K

filed on June 1, 2020)

Commitment Letter Regarding Social Insurance and Housing Provident Fund Matters, effective as of May 26, 2020, of ACM Research, Inc.

(incorporated herein

by reference to Exhibit 10.13 to the Current Report on Form 8-K filed on June 1, 2020)

(incorporated herein by reference to Exhibit 10.13 to the

Current Report on Form 8-K filed on June 1, 2020)

Commitment Letter Regarding Foreign Exchange Matters, effective as of May 26, 2020, of ACM Research, Inc.

(incorporated herein by reference to Exhibit

10.14 to the Current Report on Form 8-K filed on June 1, 2020)

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.

(incorporated herein by reference to Exhibit 10.14 to the Current Report on Form 8-K

filed on June 1, 2020)

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.

(incorporated herein by reference to Exhibit 10.15 to the Current Report on Form 8-K filed on June 1, 2020)

Confirmation Letter, effective as of May 26, 2020, of ACM Research, Inc.

(incorporated herein by reference to Exhibit 10.16 to the Current Report on Form

8-K filed on June 1, 2020)

Qingdao Fortune-Tech Xinxing Capital Partnership (L.P.) Partnership Agreement, dated June 9, 2020, among China Fortune Tech Capital Co., Ltd., as general

partner, and the several limited partners named therein, including ACM Research (Shanghai), Inc.

(incorporated herein by reference to Exhibit 10.16 to the Current Report on Form 8-K filed on June 1, 2020)

Qingdao Fortune-Tech Xinxing Capital Partnership (L.P.) Partnership Agreement, dated June 9, 2020, among China Fortune Tech Capital Co., Ltd., as general partner, and the several limited

partners named therein, including ACM Research (Shanghai), Inc.

(incorporated herein by reference to Exhibit 10.01 to the Current Report on Form 8-K filed on July 7, 2020)

Supplementary Agreement to Partnership Agreement of Qingdao Fortune-Tech Xinxing Capital Partnership (L.P.), dated June 15, 2020, among China Fortune

Tech Capital Co., Ltd., as general partner, and the several limited partners named therein, including ACM Research (Shanghai), Inc.

Supplementary Agreement to Partnership Agreement of Qingdao Fortune-Tech Xinxing Capital Partnership (L.P.), dated June 15, 2020, among China Fortune Tech Capital Co., Ltd., as general

partner, and the several limited partners named therein, including ACM Research (Shanghai), Inc.

(incorporated herein by reference to Exhibit 10.02 to the Current Report on Form 8-K filed on July 7, 2020)

Adoption Agreement dated July 29, 2020 between ACM Research, Inc.

and Shengxin (Shanghai) Management Consulting Limited Partnership (amending the Second

Amended and Restated Registration Rights Agreement between ACM Research, Inc.

and certain of its stockholders filed with the SEC on October 18, 2017 as Exhibit 10.09 to Amendment No.

1 to Registration Statement on Form S-1) (incorporated

herein by reference to Exhibit 10.02 to the Quarterly Report on Form 10-Q filed on November 9, 2020)

Form of Shanghai Public Rental Housing Overall Pre-Sale Contract (incorporated herein by reference to Exhibit 10.01 to the Current Report on Form 8-K filed on February 25, 2021)

Schedule identifying agreements substantially identical to the form of Shanghai Public Rental Housing Overall Pre-Sale Contract filed as Exhibit 10.43

hereto (incorporated herein by reference to Exhibit 10.01(a) to the Current Report on Form 8-K filed on February 25, 2021)

Loan and Mortgage Contract dated November 19, 2020 between China Merchants Bank Co., Ltd., Shanghai Pilot Free Trade Zone Lin-Gang Special Area

Sub-branch and Shengwei Research (Shanghai), Inc.

Schedule identifying agreements substantially identical to the form of Shanghai Public Rental Housing Overall Pre-Sale Contract filed as Exhibit 10.43 hereto (incorporated herein by

reference to Exhibit 10.01(a) to the Current Report on Form 8-K filed on February 25, 2021)

Loan and Mortgage Contract dated November 19, 2020 between China Merchants Bank Co., Ltd., Shanghai Pilot Free Trade Zone Lin-Gang Special Area Sub-branch and Shengwei Research (Shanghai),

(incorporated herein by reference to Exhibit 10.02 to the Current Report on Form 8-K filed on February 25, 2021)

Irrevocable Letter of Guarantee dated November 19, 2020 between China Merchants Bank Co., Ltd., Shanghai Pilot Free Trade Zone Lin-Gang Special Area

Sub-branch and ACM Research (Shanghai), Inc.

Irrevocable Letter of Guarantee dated November 19, 2020 between China Merchants Bank Co., Ltd., Shanghai Pilot Free Trade Zone Lin-Gang Special Area Sub-branch and ACM Research (Shanghai),

(incorporated herein by reference to Exhibit 10.03 to the Current Report on Form 8-K filed on February 25, 2021)

1 unchanged sentence

and Shanghai Shengyu Culture Development Co., Ltd.

(incorporated

herein by reference to Exhibit 10.01 to the Quarterly Report on Form 10-Q filed on May 7, 2021)

(incorporated herein by reference to Exhibit 10.01

to the Quarterly Report on Form 10-Q filed on May 7, 2021)

Letter dated May 19, 2022 from BDO China Shu Lun Pan Certified Public Accountants LLP to the Securities and Exchange Commission (incorporated

herein by reference to Exhibit 16.1 to the Current Report on Form 8-K filed on May 19, 2022)

List of Subsidiaries of ACM Research, Inc.

Consent of BDO China Shu Lan Pan Certified Public Accountants LLP

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

Consent of Armanino LLP

Consent of BDO China Shu Lun Pan Certified Public Accountants LLP

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of

the Sarbanes-Oxley Act of 2002

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline

XBRL document)

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Submission under Item 9C(a) of Form 10-K

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

Inline XBRL Taxonomy Extension Schema Document

8 unchanged sentences

Certain appendices have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

We hereby undertake to furnish copies of the omitted appendices upon request by the

Securities and Exchange Commission, provided that we may request confidential treatment pursuant to Rule 24b‑2 of the Securities Exchange Act of 1934 for the appendices so furnished.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized, as of March 1, 2021.

We hereby undertake to furnish copies of the omitted appendices upon request by the Securities and Exchange Commission, provided

that we may request confidential treatment pursuant to Rule 24b‑2 of the Securities Exchange Act of 1934 for the appendices so furnished.

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to

be signed on its behalf by the undersigned, thereunto duly authorized, as of March 1, 2023.

ACM RESEARCH, INC.

Chief Executive Officer and President

Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons in the capacities indicated as of March 1, 2021:

Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons in the

capacities indicated as of March 1, 2023:

Chief Executive Officer, President and Director

5 unchanged sentences

/s/ Tracy Liu

/s/ Yinan Xiang

/s/ Xiao Xing

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

What changed 10-K

Item 9A. Controls and Procedures