1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our company’s disclosure controls and procedures pursuant to Rule
−Removed: 13a-15 under the Securities Exchange Act of 1934, or the Exchange Act, as of December 31, 2022.
−Removed: The evaluation included certain internal control areas in which we have made and are continuing to make changes to improve and enhance controls.
−Removed: 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.
−Removed: 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
−Removed: to their costs.
−Removed: 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.
−Removed: As a result of the COVID-19
−Removed: 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.
−Removed: In addition, we face potential
−Removed: 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
−Removed: surrounding the COVID‑19 pandemic increases.
−Removed: Based on that evaluation, and as a result of the material weaknesses in internal
−Removed: 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
−Removed: 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
−Removed: 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.
−Removed: Notwithstanding the material weaknesses in internal control over financial reporting
−Removed: 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,
−Removed: results of operations and cash flows as of and for the periods presented, in conformity with GAAP.
+Added: Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
+Added: In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
+Added: In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that our management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
+Added: Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of December 31, 2023, our disclosure controls and procedures were designed at a reasonable assurance level and were effective to provide reasonable assurance that the 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 SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
Management’s Report on Internal Control Over Financial Reporting
−Removed: 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.
−Removed: Our internal control
−Removed: 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
−Removed: The company’s internal control over financial reporting includes those policies and procedures that:
−Removed: pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company;
−Removed: 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
−Removed: expenditures of our company are being made only in accordance with authorizations of management and directors of our company;
−Removed: provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our company’s assets that could have a material effect on the financial statements.
−Removed: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: Also, projections of any evaluation of effectiveness to future periods are
−Removed: 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.
−Removed: Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our
−Removed: internal control over financial reporting as of December 31, 2022.
−Removed: 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
−Removed: of the Treadway Commission.
−Removed: 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.
−Removed: Material Weaknesses in Internal Control Over Financial Reporting
−Removed: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a
−Removed: reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: Management identified the following material weaknesses during its assessment of internal controls over financial reporting as of December 31,
−Removed: Management did not design and maintain effective risk assessment procedures, and monitoring activities.
−Removed: These deficiencies were
−Removed: 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
−Removed: whether components of internal control were present and functioning.
−Removed: Management did not design and maintain effective information technology controls related to (a) user access controls to ensure
−Removed: 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
−Removed: 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
−Removed: substantially all financial statement areas.
−Removed: Although these material weaknesses did not result in any material misstatement of our consolidated financial statements as of and for the year
−Removed: 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.
−Removed: Accordingly, management has concluded that these control
−Removed: deficiencies constitute material weaknesses.
−Removed: Remediation Efforts
−Removed: We have begun the process of, and are focused on, designing and implementing effective internal control measures to improve our internal control
−Removed: over financial reporting and remediate the material weaknesses.
−Removed: Our internal control remediation efforts include the following:
−Removed: Continue engagement with an outside firm to assist management with (i) designing and maintaining effective risk assessment
−Removed: 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
−Removed: 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
−Removed: such controls.
−Removed: Continue to recruit qualified individuals for key positions within our accounting and other support functions that will further
−Removed: enhance internal control capabilities, allow for appropriate segregation of duties, and provide appropriate oversight and reviews.
−Removed: Complete the implementation of our new enterprise reporting software
−Removed: and other system integrations and establish effective general controls over these systems to ensure that our automated process level controls and information
−Removed: produced and maintained in our IT systems is relevant and reliable.
−Removed: Restrict and monitor user access controls to ensure
−Removed: 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
−Removed: 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
−Removed: controls across substantially all financial statement areas.
−Removed: We are committed to ensuring that our internal controls over financial reporting are designed and operating effectively.
−Removed: Management believes the
−Removed: planned remediation will improve the effectiveness of our internal control over financial reporting.
−Removed: While these planned actions are subject to ongoing management evaluation and will require validation and testing of the design and operating
−Removed: 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
−Removed: control over financial reporting.
+Added: Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
+Added: Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer 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 and 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 our assets;
+Added: (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 our receipts and expenditures are being made only in accordance with authorizations of our management and directors and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
+Added: Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
+Added: Our management concluded that our internal control over financial reporting was effective as of December 31, 2023.
Attestation Report of Independent Registered Public Accounting Firm
−Removed: 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.
−Removed: Statements and Supplementary Data”.
−Removed: Changes in Internal Control over Financial Reporting and Remediation Efforts
−Removed: Other than the material weaknesses and the management remediation efforts described above, no changes were identified to our internal control over
−Removed: 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.
−Removed: We will continue to review and document our disclosure
−Removed: 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.
+Added: The effectiveness of our internal control over financial reporting as of December 31, 2023 has been tested by Ernst & Young Hua Ming LLP, our independent registered public accounting firm, as stated in their report which is included in Part II, Item 8 of this report.
+Added: Remediation of Previously Reported Material Weaknesses
+Added: As previously reported in our Forms 10-Q for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023, and our Annual Report on Form 10-K for the year ended December 31, 2022, we previously identified the following material weaknesses in internal control over financial reporting:
+Added: (i) Management did not design and maintain effective risk assessment procedures, and monitoring activities.
+Added: 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;
+Added: (ii) 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.
+Added: 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.
+Added: Our management, under the oversight of the Audit Committee, has implemented the following remediation steps to address previously disclosed material weaknesses and to improve our internal control over financial reporting:
+Added: • Engaged a third-party Sarbanes-Oxley (“SOX”) compliance 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.
+Added: • Recruited qualified individuals for key positions within our internal audit, IT, and other support functions that have enhanced internal control capabilities, promoted segregation of duties, and provided appropriate oversight and reviews.
+Added: • Developed and delivered internal control training to management and finance/accounting personnel, focusing on a review of management and individual roles and responsibilities related to internal control over financial reporting.
+Added: • Restricted and monitored user access controls to ensure appropriate segregation of duties and adequately restricted user and privileged access of applications, programs, and data to appropriate personnel;
+Added: implemented computer operations controls to ensure that critical information is monitored, and data backups are authorized and monitored;
+Added: established appropriate controls to evaluate automated controls;
+Added: and designed and monitored appropriate controls to validate the completeness and accuracy of key reports used within controls across substantially all financial statement areas.
+Added: During the quarter ended December 31, 2023, we completed our testing of the operating effectiveness of internal controls impacted by these remediation efforts and determined that as a result of the measures described above, the material weaknesses have been remediated as of December 31, 2023.
+Added: Changes in Internal Control over Financial Reporting
+Added: Other than in connection with the remediation process described above, no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Other Information
+Added: On December 13, 2023 , Sotheara Cheav , Senior Vice President, Manufacturing of ACM Shanghai , adopted a Rule 10b5-1 trading arrangement, or the Cheav Plan, that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act.
+Added: The Cheav Plan allows for the sale of up to 10,000 shares of Class A common stock, at specific market prices, commencing on the later of March 13, 2024 or the third business day following the disclosure of the Issuer’s financial results for the completed fiscal quarter in which the Cheav Plan was adopted, and continuing until (i) all such shares are sold, (ii) December 4, 2024, or (iii) such date that the Cheav Plan is otherwise terminated according to its terms, whichever comes first.
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.
−Removed: 7214(i)(2)(A)) as having retained, for the preparation of the audit report
−Removed: 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
−Removed: 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.
−Removed: ACM Research herein confirms that it is not
−Removed: owned or controlled by any governmental entity in such foreign jurisdiction.
+Added: 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.
+Added: 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
−Removed: Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2023 Annual Meeting of Stockholders to be filed with the SEC within 120
−Removed: days after the end of the fiscal year covered by this report.
+Added: Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this report.
Executive Compensation
−Removed: Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2023 Annual Meeting of Stockholders to be filed with the SEC within 120
−Removed: days after the end of the fiscal year covered by this report.
+Added: Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this report.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2023 Annual Meeting of Stockholders to be filed with the SEC within 120
−Removed: days after the end of the fiscal year covered by this report.
+Added: Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this report.
Certain Relationships and Related Transactions, and Director Independence
−Removed: Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2023 Annual Meeting of Stockholders to be filed with the SEC within 120
−Removed: days after the end of the fiscal year covered by this report.
+Added: Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this report.
Principal Accounting Fees and Services
−Removed: Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2023 Annual Meeting of Stockholders to be filed with the SEC within 120
−Removed: days after the end of the fiscal year covered by this report.
+Added: Information responsive to this item is incorporated herein by reference to our definitive proxy statement with respect to our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this report.
Exhibits and Financial Statement Schedules
1 unchanged sentence
Financial Statements and Supplementary Data – Index to Consolidated Financial Statements” of Part II above and “Exhibit Index” below.
+Added: (b) Exhibits.
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)
−Removed: 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
−Removed: July 13, 2021)
+Added: 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.
1 unchanged sentence
Senior Secured Promissory Note dated March 30, 2018 issued by Shengxin (Shanghai) Management Consulting Limited Partnership to ACM Research (Shanghai), Inc.
−Removed: (incorporated herein by reference
−Removed: to Exhibit 10.03 to the Quarterly Report on Form 10-Q filed on May 14, 2018)
+Added: (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.
−Removed: (incorporated herein by reference to Exhibit 10.04 to the Quarterly Report on
−Removed: Form 10-Q filed on May 14, 2018)
−Removed: 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 10.04 to the Quarterly Report on Form 10-Q filed on May 14, 2018)
−Removed: 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
−Removed: Quarterly Report on Form 10-Q filed on August 10, 2020)
+Added: 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)
+Added: 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.
−Removed: (incorporated herein by reference to Exhibit 10.01 to the Registration Statement on Form S-1 filed on
−Removed: September 13, 2017)
+Added: (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.
−Removed: (incorporated herein by reference to Exhibit 10.06 to the Amended Quarterly Report on Form
−Removed: 10-Q/A filed on October 15, 2018)
+Added: (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.
−Removed: (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on
−Removed: February 8, 2019)
+Added: (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.
−Removed: (incorporated herein by reference to Exhibit 10.01(d) to the Annual Report on Form 10-K filed
−Removed: on March 1, 2022)
+Added: (incorporated herein by reference to Exhibit 10.01(d) to the Annual Report on Form 10-K filed on March 1, 2022)
+Added: Lease Amendment dated February 1, 2023 between ACM Research, Inc.
+Added: and D&J Construction, Inc
Lease Agreement dated April 26, 2018 between ACM Research (Shanghai), Inc.
and Shanghai Zhangjiang Group Co., Ltd.
−Removed: (incorporated herein by reference to Exhibit 10.01 to the Amended Quarterly
−Removed: Report on Form 10-Q/A filed on October 15, 2018)
+Added: (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.
−Removed: (incorporated herein by reference to Exhibit 10.05 to the
−Removed: Amended Quarterly Report on Form 10-Q/A filed on October 15, 2018)
+Added: (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.
1 unchanged sentence
Securities Purchase Agreement dated March 23, 2017 between ACM Research, Inc.
−Removed: and Shanghai Science and Technology Venture Capital Co., Ltd., as amended (incorporated herein by reference to
−Removed: Exhibit 10.04 to the Amended Registration Statement on Form S-1/A filed on October 18, 2017)
+Added: 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.
−Removed: and Moon-Soo Choi (incorporated herein by reference to Exhibit 10.07 to the
−Removed: Amended Registration Statement on Form S-1/A filed on October 18, 2017)
−Removed: 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.
+Added: 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)
+Added: Stock Purchase Agreement, dated October 11, 2017, by and among ACM Research, Inc., Xinxin (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 18, 2017)
1 unchanged sentence
and certain investors (incorporated herein by reference to Exhibit 10.01 to the Quarterly Report on Form 10-Q filed on August 12, 2019)
−Removed: 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
−Removed: Quarterly Report on Form 10-Q filed on August 12, 2019)
+Added: 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)
−Removed: 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
−Removed: on Form 10-Q filed on August 12, 2019)
−Removed: 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
−Removed: 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
−Removed: Investment Partnership (LP), Shenzen Waitan Technology Development Co., Ltd., and Beijing Shixi Qingliu Investment Co., Ltd.
+Added: 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)
+Added: 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)
1 unchanged sentence
(incorporated herein by reference to Exhibit 10.01 to the Quarterly Report on Form 10-Q filed on December 8, 2017)
−Removed: 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
−Removed: filed on September 13, 2017)
−Removed: 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
−Removed: S-1 filed on September 13, 2017)
−Removed: 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
−Removed: filed on September 13, 2017)
+Added: 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)
+Added: 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)
+Added: 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.
5 unchanged sentences
Form of Indemnification Agreement entered into between ACM Research, Inc.
−Removed: and certain of its directors and officers (incorporated herein by reference to Exhibit 10.13 to the Registration
−Removed: Statement on Form S-1 filed on September 13, 2017)
+Added: 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)
−Removed: Employment Agreement dated January 8, 2018 between ACM Research (Shanghai), Inc.
−Removed: and Lisa Feng (incorporated herein by reference to Exhibit 10.20 to the Annual Report on Form 10-K filed on
−Removed: March 1, 2022)
+Added: Employment Agreement dated September 25, 2022 between ACM Research (Shanghai), Inc.
+Added: and Lisa Feng (incorporated herein by reference to Exhibit 10.01 to the Quarterly Report on Form 10-Q filed on May 9, 2023)
Note Assignment and Cancellation Agreement dated April 30, 2020 by and among ACM Research, Inc., ACM Research (Shanghai), Inc.
−Removed: and Shengxin (Shanghai) Management Consulting Limited
−Removed: Partnership (incorporated herein by reference to Exhibit 10.02 to the Quarterly Report Form 10-Q filed on May 8, 2020)
+Added: 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.
−Removed: and Shengxin (Shanghai) Management Consulting Limited Partnership (incorporated herein by
−Removed: reference to Exhibit 10.03 to the Quarterly Report on Form 10-Q filed on May 8, 2020)
+Added: 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.
−Removed: and Shengxin (Shanghai) Management Consulting Limited Partnership
−Removed: (incorporated herein by reference to Exhibit 10.01 to the Quarterly Report on Form 10-Q filed on November 9, 2020)
−Removed: 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),
+Added: 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)
+Added: 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 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.
−Removed: (incorporated herein by reference to Exhibit 10.01 to the Current Report on Form 8-K
−Removed: filed on June 1, 2020)
+Added: (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.
−Removed: Wang (incorporated herein by reference to
−Removed: Exhibit 10.02 to the Current Report to Form 8-K filed on June 1, 2020)
+Added: 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.
−Removed: Within Three Years After Listing, effective as of May 26, 2020, of
−Removed: 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)
+Added: 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.
−Removed: Wang (incorporated herein by
−Removed: reference to Exhibit 10.04 to the Current Report on Form 8-K filed on June 1, 2020)
+Added: 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.
1 unchanged sentence
Commitment Letter Regarding Making Up for Diluted Immediate Returns, effective as of May 26, 2020, of ACM Research, Inc.
−Removed: (incorporated herein by reference to Exhibit 10.06 to the Current
−Removed: Report on Form 8-K filed on June 1, 2020)
+Added: (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.
−Removed: Wang (incorporated herein by reference to Exhibit
−Removed: 10.07 to the Current Report on Form 8-K filed on June 1, 2020)
+Added: 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.
−Removed: (incorporated herein by reference to Exhibit 10.08 to the
−Removed: Current Report on Form 8-K filed on June 1, 2020)
+Added: (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.
−Removed: (incorporated herein by reference to Exhibit 10.09
−Removed: to the Current Report on Form 8-K filed on June 1, 2020)
+Added: (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.
−Removed: (incorporated herein by reference to Exhibit 10.10 to
−Removed: the Current Report on Form 8-K filed on June 1, 2020)
+Added: (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.
1 unchanged sentence
Commitment Letter Regarding Property Lease Matters, effective as of May 26, 2020, of ACM Research, Inc.
−Removed: (incorporated herein by reference to Exhibit 10.12 to the Current Report on Form 8-K
−Removed: filed on June 1, 2020)
+Added: (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.
−Removed: (incorporated herein by reference to Exhibit 10.13 to the
−Removed: Current Report on Form 8-K filed on June 1, 2020)
+Added: (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.
−Removed: (incorporated herein by reference to Exhibit 10.14 to the Current Report on Form 8-K
−Removed: filed on June 1, 2020)
+Added: (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.
2 unchanged sentences
(incorporated herein by reference to Exhibit 10.16 to the Current Report on Form 8-K filed on June 1, 2020)
−Removed: 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
−Removed: partners named therein, including ACM Research (Shanghai), Inc.
+Added: 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)
−Removed: 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
−Removed: partner, and the several limited partners named therein, including ACM Research (Shanghai), Inc.
+Added: 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)
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)
−Removed: 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
−Removed: reference to Exhibit 10.01(a) to the Current Report on Form 8-K filed on February 25, 2021)
−Removed: 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),
+Added: 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)
+Added: 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.
(incorporated herein by reference to Exhibit 10.02 to the Current Report on Form 8-K filed on February 25, 2021)
−Removed: 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),
+Added: 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.
(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.
−Removed: (incorporated herein by reference to Exhibit 10.01
−Removed: to the Quarterly Report on Form 10-Q filed on May 7, 2021)
−Removed: Letter dated May 19, 2022 from BDO China Shu Lun Pan Certified Public Accountants LLP to the Securities and Exchange Commission (incorporated
−Removed: herein by reference to Exhibit 16.1 to the Current Report on Form 8-K filed on May 19, 2022)
+Added: (incorporated herein by reference to Exhibit 10.01 to the Quarterly Report on Form 10-Q filed on May 7, 2021)
+Added: Unofficial English Translation of RMB Working Capital Loan Contract dated as of July 25, 2023, by and between ACM Research, Inc.
+Added: and China CITIC Bank Co., Ltd.
+Added: Shanghai Bank (incorporated herein by reference to Exhibit 10.01 to the Current Report on Form 8-K filed on July 31, 2023)
+Added: Lease Agreement dated March 6, 2023, by and between Hillsboro 229, LLC and ACM Research, Inc.
+Added: (incorporated herein by reference to Exhibit 10.02 to the Quarterly Report on Form 10-Q filed on August 7, 2023)
+Added: Letter from Armanino LLP dated July 27, 2023 to the Securities and Exchange Commission (incorporated herein by reference to Exhibit 16.1 to the Current Report on Form 8-K filed on July 27, 2023)
+Added: Letter from Armanino LLP dated September 26, 2023 to the Securities and Exchange Commission (incorporated herein by reference to Exhibit 16.1 to the Current Report on Form 8-K filed on September 26, 2023)
List of Subsidiaries of ACM Research, Inc.
+Added: Consent of Ernst & Young Hua Ming LLP
Consent of Armanino LLP
Consent of BDO China Shu Lun Pan Certified Public Accountants LLP
−Removed: 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
−Removed: 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
+Added: 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
+Added: 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
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
+Added: ACM Research, Inc.
+Added: Incentive-Based Compensation Recovery Policy
Submission under Item 9C(a) of Form 10-K
−Removed: 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)
−Removed: Inline XBRL Taxonomy Extension Schema Document
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document
+Added: 101.INS 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)
+Added: 101.SCH Inline XBRL Taxonomy Extension Schema Document
+Added: 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
+Added: 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
+Added: 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
+Added: 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in exhibit 101)
3 unchanged sentences
* Certain appendices have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
−Removed: We hereby undertake to furnish copies of the omitted appendices upon request by the Securities and Exchange Commission, provided
−Removed: that we may request confidential treatment pursuant to Rule 24b‑2 of the Securities Exchange Act of 1934 for the appendices so furnished.
+Added: 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
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to
−Removed: be signed on its behalf by the undersigned, thereunto duly authorized, as of March 1, 2023.
+Added: 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 February 28, 2024.
ACM RESEARCH, INC.
Chief Executive Officer and President
−Removed: Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons in the
−Removed: capacities indicated as of March 1, 2023:
−Removed: Chief Executive Officer, President and Director
+Added: 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 February 28, 2024:
+Added: Signature Title
+Added: Wang Chief Executive Officer, President and Director
( Principal Executive Officer )
−Removed: Chief Financial Officer, Executive Vice President and Treasurer
+Added: McKechnie Chief Financial Officer, Executive Vice President and Treasurer
( Principal Financial and Accounting Officer )
/s/ Haiping Dun
+Added: Haiping Dun Director
/s/ Chenming Hu
+Added: Chenming Hu Director
/s/ Tracy Liu
+Added: Tracy Liu Director
/s/ Xiao Xing
+Added: Xiao Xing Director
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.