ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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Trading Symbol
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Name of Each Exchange on which Registered
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The
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Accelerated filer
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☐
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Non-accelerated filer ☐
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Smaller reporting company
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Emerging growth company
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Class
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Number of Shares Outstanding
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Class A Common Stock, $0.0001 par value
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Class B Common Stock, $0.0001 par value
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PART III
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Item 10
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2
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Item 11
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10
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Item 12
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16
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Item 13
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18
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Item 14
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19
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PART IV
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Item 15
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20
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25 |
Item 10. |
Directors, Executive Officers and Corporate Governance
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Haiping Dun
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Director
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Chenming C. Hu
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Director
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Tracy Liu
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Director
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David H. Wang
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Director
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Yinan Xiang
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Director
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• |
the audit committee charter at media.corporate-ir.net/media_files/IROL/25/254659/acm-ac-charter-final.pdf;
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• |
the compensation committee charter at media.corporate-ir.net/media_files/IROL/25/254659/acm-cc-charter-final.pdf; and
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• |
the nominating and governance committee charter at ir.acmrcsh.com/static-files/03f9c6d2-908e-4c59-b7da-8e227707e5a7.
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• |
appointing, approving the compensation of, and assessing the independence of our registered public accounting firm;
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• |
overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm;
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• |
reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures;
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• |
monitoring our internal control over financial reporting and our disclosure controls and procedures;
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• |
meeting independently with our registered public accounting firm and management;
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• |
furnishing the audit committee report required by SEC rules;
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• |
reviewing and reassessing the adequacy of our conflict of interest policy; and
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• |
overseeing our risk assessment and risk management policies.
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• |
identifying, evaluating, and making recommendations to the board of directors and our stockholders concerning nominees for election to the board, to each of the board’s committees and as committee chairs;
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• |
annually reviewing the performance and effectiveness of the board and developing and overseeing a performance evaluation process;
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• |
annually evaluating the performance of management, the board and each board committee against their duties and responsibilities relating to corporate governance;
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• |
annually evaluating adequacy of our corporate governance structure, policies and procedures; and
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• |
providing reports to the board regarding the committee’s nominations for election to the board and its committees.
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• |
evaluating the performance of our Chief Executive Officer and determining the Chief Executive Officer’s salary and contingent compensation based on his or her performance and other relevant criteria;
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• |
identifying the corporate and individual objectives governing the Chief Executive Officer’s compensation;
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• |
approving the compensation of our other executive officers;
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• |
making recommendations to the board with respect to director compensation;
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• |
reviewing and approving the terms of certain material agreements;
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• |
overseeing and administering our equity incentive plans and employee benefit plans;
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• |
preparing the annual compensation committee report required by SEC rules; and
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• |
conducting a review of executive officer succession planning, as necessary, reporting its findings and recommendations to the board, and working with the board in evaluating potential successors to executive
officer positions.
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Item 11. |
Executive Compensation
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Name and Principal Position
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Year
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Salary($)(1)
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Bonus($)(1)
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Option
Awards
($)(2)(3)
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All Other
Compensation
($)(1)(4)
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Total($)
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|||||||||||||||
David H. Wang
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2021
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$
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183,105
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$
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212,188
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—
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$
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3,583
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$
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398,876
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|||||||||||
Chief Executive Officer
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2020
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294,054
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95,700
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$
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4,963,675
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15,660
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5,369,089
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and President |
2019
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229,742
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19,358
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325,000
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13,920
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588,020
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Mark McKechnie
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2021
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242,703
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50,000
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—
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—
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292,703
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|||||||||||||||
Chief Financial Officer, Treasurer
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2020
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243,906
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—
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—
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—
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243,906
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and Secretary |
2019
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232,424
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129,327
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299,400
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13,920
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675,071
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|||||||||||||||
Jian Wang
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2021
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120,094
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108,500
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—
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3,583
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232,177
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|||||||||||||||
Chief Executive Officer and
|
2020
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162,492
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55,100
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67,728
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15,660
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300,980
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President, ACM Shanghai |
2019
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139,241
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49,126
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183,594
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13,920
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385,881
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Lisa Feng
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2021
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157,135
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64,170
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—
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4,159
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225,464
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|||||||||||||||
Chief Financial Officer,
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2020
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169,172
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43,500
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225,809
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13,616
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452,097
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ACM Shanghai |
2019
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159,673
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41,354
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214,700
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10,133
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425,860
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Fuping Chen
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2021
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108,842
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103,850
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—
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214
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212,906
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|||||||||||||||
Vice President, Sales—China,
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2020
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103,871
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95,700
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793,157
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15,660
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1,008,388
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ACM Shanghai |
2019
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90,603
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113,129
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61,198
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13,920
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278,850
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(1) |
Compensation amounts paid in RMB have been converted, for purposes of the table, to U.S. dollars at the average RMB per U.S. dollar exchange rate for the applicable years.
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(2) |
Amounts shown represent the aggregate grant date fair value of option awards granted in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation. These amounts do not necessarily correspond to the actual amounts that will be earned by the NEOs. For assumptions made in valuing these awards and related information
with respect to options awards exercisable for Class A common stock, see note 2 to our consolidated financial statements included in the 2021 Form 10-K.
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(3) |
Consists of (a) option awards exercisable for Class A common stock and (b) with respect to Dr. Wang, Mr. Wang, Ms. Feng and Mr. Chen in 2020, option awards exercisable for shares of ACM Shanghai. See “—Grants
of Plan-Based Awards” below.
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(4) |
The amounts shown (a) consist of health insurance with respect to 2021 and (b) housing subsidies with respect to 2020 and 2019..
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• |
base salary;
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• |
discretionary-based cash bonuses;
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• |
long-term incentive compensation in the form of stock options; and
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• |
benefits consisting principally of housing subsidies.
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Option Awards
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||||||||||||||||||||
Name
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Number of
Securities
Underlying
Unexercised Options
Exercisable
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Number of
Securities
Underlying
Unexercised Options
Unexercisable
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Equity Incentive Plan
Awards: Number of
Securities Underlying
Unexercised
Unearned Options
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Option Exercise Price($)
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Option Expiration
Date
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David H. Wang
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(1)(3)
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1,200,000
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—
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—
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0.50
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4/30/2025
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(1)(4)
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1,000,002
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—
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—
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1.00
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12/27/2026
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(1)(5)
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99,999
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50,001
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—
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5.60
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4/22/2029
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(1)(6)
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545,397
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—
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1,090,800
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7.36
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3/19/2030
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(2)(7)
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—
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—
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538,462
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1.89
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12/31/2024
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Mark McKechnie
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(1)(8)
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9,915
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20,001
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—
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4.62
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07/31/2028
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(1)(5)
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37,500
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30,000
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—
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5.60
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04/22/2029
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(1)(9)
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31,248
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28,752
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—
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4.55
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11/03/2029
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Jian Wang
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(1)(8)
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99,999
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20,001
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—
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4.62
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7/31/2028
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||||||||||||||
(1)(5)
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60,000
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30,000
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—
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5.60
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4/22/2029
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|||||||||||||||
(2)(7)
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—
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—
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298,462
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1.89
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12/31/2024
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|||||||||||||||
Lisa Feng
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(1)(10)
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43,125
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1,875
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—
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1.77
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1/24/2028
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||||||||||||||
(1)(7)
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49,998
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25,002
|
—
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5.60
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4/22/2029
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|||||||||||||||
(1)(9)
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15,624
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14,376
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—
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4.55
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11/3/2029
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(1)(11)
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12,498
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17,502
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—
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12.75
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4/27/2030
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(2)(7)
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—
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—
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260,000
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1.89
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12/31/2024
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Fuping Chen
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(1)(4)
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46,164
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—
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—
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1.00
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12/27/2026
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||||||||||||||
(1)(4)
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50,001
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—
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—
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1.00
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12/27/2026
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|||||||||||||||
(1)(10)
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146,874
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3,126
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—
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1.77
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1/24/2028
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|||||||||||||||
(1)(12)
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17,493
|
12,507
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—
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5.33
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8/3/2029
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|||||||||||||||
(1)(13)
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30,000
|
—
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30,000
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28.42
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7/27/2030
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|||||||||||||||
(2)(7)
|
—
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—
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260,000
|
1.89
|
12/31/2024
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(1) |
Option exercisable, subject to vesting, to acquire Class A common stock.
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(2) |
Option exercisable, subject to vesting, to acquire shares of ACM Shanghai. Assumes threshold achievement. One-half of the option vests on January 1, 2023, generally subject to continued service and key
financial metrics. The remaining half of the option vests on January 1, 2024, generally subject to continued service and key financial metrics. In each case, vesting is also contingent on the applicable NEO’s performance rating for the year
prior to the applicable time-based vesting date, such that 100% of the option that would otherwise vest pursuant to the foregoing two sentences will vest if such performance rating is “excellent” or “good,” 80% if such performance rating is
“medium,” 60% if such performance rating is “pass,” and 0% if such performance rating is below “pass.” All such options accelerate vesting upon a defined change in control of ACM Research.
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(3) |
Option was granted on May 1, 2015. One quarter of the option vested and became exercisable on the first anniversary of the grant date, with the remaining three-quarters vesting and becoming exercisable in
equal monthly installments over the following 36 months, subject to continued service through each vesting date. Option accelerates vesting upon a defined change in control of ACM Research
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(4) |
Option was granted on December 28, 2016. One quarter of the option vested and became exercisable on the first anniversary of the grant date, with the remaining three-quarters vesting and becoming exercisable
in equal monthly installments over the following 36 months, subject to continued service through each vesting date. Option accelerates vesting upon a defined change in control of ACM Research
|
(5) |
Option was granted on April 23, 2019. One quarter of the option vested and became exercisable on the first anniversary of the grant date, with the remaining three-quarters vesting and becoming exercisable in
equal monthly installments over the following 36 months, subject to continued service through each vesting date. Option accelerates vesting upon a defined change in control of ACM Research.
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(6) |
Option was granted on March 20, 2020. An initial 181,799 shares vested and became exercisable on August 5, 2020, which was the first trading day as of which our market capitalization equaled or exceeded
$1,553,383,586. The remaining shares will vest and become exercise in two equal installments upon the first trading days, if any, on which the Issuer's market capitalization equals or exceeds $2,553,383,586 and $3,553,383,586, respectively.
|
(7) |
Option was granted on January 1, 2020. Performance-based option award pursuant to which one-half of the shares subject to the award vests and becomes exercisable on the third anniversary of the grant date if
ACM Shanghai’s operating income is not less than RMB1 billion for the year ending December 31, 2021, and the second half of the shares subject to the award vests and becomes exercisable on the fourth anniversary of the grant date if ACM
Shanghai’s operating income is not less than RMB1.2 billion for the year ending December 31, 2022.
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(8) |
Option was granted on August 1, 2018. One quarter of the option vested and became exercisable on the first anniversary of the grant date, with the remaining three-quarters vesting and becoming exercisable in
equal monthly installments over the following 36 months, subject to continued service through each vesting date. Option accelerates vesting upon a defined change in control of ACM Research.
|
(9) |
Option was granted on November 4, 2019. One quarter of the option vested and became exercisable on the first anniversary of the grant date, with the remaining three-quarters vesting and becoming exercisable
in equal monthly installments over the following 36 months, subject to continued service through each vesting date. Option accelerates vesting upon a defined change in control of ACM Research.
|
(10) |
Option was granted on January 25, 2018. One quarter of the option vested and became exercisable on the first anniversary of the grant date, with the remaining three-quarters vesting and becoming exercisable
in equal monthly installments over the following 36 months, subject to continued service through each vesting date. Option accelerates vesting upon a defined change in control of ACM Research.
|
(11) |
Option was granted on April 28, 2020. One quarter of the option vested and became exercisable on the first anniversary of the grant date, with the remaining three-quarters vesting and becoming exercisable in
equal monthly installments over the following 36 months, subject to continued service through each vesting date. Option accelerates vesting upon a defined change in control of ACM Research.
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(12) |
Option was granted on August 4, 2019. One quarter of the option vested and became exercisable on the first anniversary of the grant date, with the remaining three-quarters vesting and becoming exercisable in
equal monthly installments over the following 36 months, subject to continued service through each vesting date. Option accelerates vesting upon a defined change in control of ACM Research.
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(13) |
Option was granted on July 28, 2020. Performance-based option award pursuant to which one-half of the shares subject to the award vests and becomes exercisable upon our receipt of our first demo tool order
from a specified semiconductor company and the other half vests and becomes exercisable upon the qualification of our first demo tool for such semiconductor company.
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Option Awards
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||||||||
Name
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Number of Shares
Acquired on
Exercise(#)
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Value Realized on
Exercise($)
|
||||||
David H. Wang(1)
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297,684
|
$
|
9,630,096
|
|||||
Mark McKechnie
|
60,084
|
1,517,630
|
||||||
Jian Wang
|
—
|
—
|
||||||
Lisa Feng
|
17,721
|
566,823
|
||||||
Fuping Chen
|
90,000
|
3,966,900
|
||||||
(1) Amount shown is net of the 2,319 shares surrendered in payment of the exercise price.
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Name
|
Termination
Without
Cause($)(1)
|
Termination Upon
Change in Control($)
|
Change in Control
Without Termination or
Death or Disability($)
|
Value of Equity
Award
Accelerations($)
|
||||||||||||
David H. Wang
|
57,686
|
42,336,085
|
42,393,771
|
1,141,023
|
||||||||||||
Mark McKechnie
|
-
|
3,685,150
|
3,685,150
|
1,847,259
|
||||||||||||
Jian Wang
|
57,686
|
4,910,600
|
4,968,286
|
1,160,757
|
||||||||||||
Lisa Feng
|
24,036
|
4,097,300
|
4,121,336
|
1,238,028
|
||||||||||||
Fuping Chen
|
57,686
|
7,327,865
|
7,385,551
|
372,105
|
||||||||||||
(1) Consists of PRC statutorily required severance.
|
Plan Category
|
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
(a)
|
Weighted Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
(b)
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans(1)
(c)
|
|||||||||
Equity compensation plans approved by stockholders(2)
|
7,887,255
|
$
|
6.36
|
3,864,144
|
||||||||
Equity compensation plans not approved by stockholders(3)
|
2,582,010
|
0.48
|
—
|
|||||||||
Totals
|
10,469,265
|
$
|
4.91
|
3,864,144
|
(1) |
Consists of shares of Class A common stock available at December 31, 2021 for awards under our 2016 Omnibus Incentive Plan. Excludes securities reflected in column (a). Under the terms of the 2016 Omnibus
Incentive Plan, 2,347,869 shares became available for grant effective as of January 1, 2022.
|
(2) |
Consists of awards issued or issuable under our 2016 Omnibus Incentive Plan and 1998 Stock Option Plan.
|
(3) |
Consists of non-qualified stock option agreements granted between 2007 and 2015 outside of any equity incentive plan.
|
• |
As permitted by Item 402(u) of Regulation S-K of the SEC, we are using the same median employee as we used in 2020 as there was no material change in 2021 to our employee population, our compensation
arrangements or our median employee’s circumstances that we believe would have significantly impacted our pay ratio disclosure. The annual total compensation of our median compensated employee (other than our CEO) in 2020 was $24,029.
|
• |
For our CEO’s annual total compensation, we used the amount reported in the “Total” column of the table included under “—Executive Compensation Table” above. The annual total compensation of our CEO, for the
purposes of this disclosure, was $398,876.
|
1. |
We determined that, as of December 31, 2020, our employee population consisted of 543 individuals. This population consisted of our full-time, part-time and temporary employees employed with us as of the
determination date.
|
2. |
To identify the “median employee” from our employee population, we aggregated for each applicable employee, other than our CEO, (a) annual base salary (or hourly rate multiplied by estimated work schedule,
for hourly employees), (b) the bonus amount earned for 2020, which was paid out in early 2021, and (c) the grant date fair value of equity awards granted in 2020. Once aggregated, we ranked this compensation measure for our employees from
lowest to highest and selected the median employee.
|
3. |
For the annual total compensation of our median employee, we identified and calculated the elements of that employee’s compensation for 2020 in accordance with the requirements of Item 402(c)(2)(x) of
Regulation S-K of the SEC, resulting in annual total compensation of $24,029.
|
DIRECTOR ANNUAL CASH RETAINERS
|
||||
Position
|
Retainer
|
|||
Lead Director
|
$
|
20,000
|
||
Other Directors
|
15,000
|
|||
Audit Committee Chair
|
4,000
|
|||
Other Audit Committee Members
|
3,000
|
|||
Compensation Committee Chair
|
4,000
|
|||
Other Compensation Committee Members
|
3,000
|
|||
Nominating and Governance Committee Chair
|
4,000
|
|||
Other Nominating and Governance Committee Members
|
3,000
|
Director
|
Fees Earned or
Paid in Cash($)
|
Stock Awards($)(1)
|
Total($)
|
|||||||||
Haiping Dun(2)
|
$
|
27,000
|
$
|
241,233
|
$
|
268,233
|
||||||
Chenming C. Hu(2)
|
19,000
|
241,233
|
260,233
|
|||||||||
Tracy Liu(2)
|
25,000
|
241,233
|
266,233
|
|||||||||
Yinan Xiang
|
—
|
—
|
—
|
(1) |
The amounts shown represent the aggregate grant date fair value of stock awards granted on February 22, 2021 in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic
718, Compensation—Stock Compensation. The amounts do not necessarily correspond to the actual amounts that will be earned by the directors. For assumptions made in valuing these awards and related
information, see Note 2 to our consolidated financial statements included in the 2021 Form 10-K. As of December 31, 2021, (a) Dr. Dun held stock options for 605,001 shares of Class A common stock and 69,230 shares of ACM Shanghai, (b) Dr.
Hu held stock options for 15,000 shares of Class A common stock, (c) Ms. Liu held stock options for 162,000 shares of Class A common stock, and (d) Ms. Xiang did not hold any equity awards.
|
(2) |
Chair of a board committee during 2021.
|
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
• |
each person known to us to be the beneficial owner of more than five percent of the then-outstanding Class A common stock (on an as-converted basis) or the then-outstanding Class B common stock;
|
• |
each of the directors and each of the NEOs; and
|
• |
all of our directors and executive officers as a group.
|
Class A(1)
|
Class B
|
% of Total Voting
Power(2)
|
||||||||||||||||||
Beneficial Owner
|
Shares
|
%
|
Shares
|
%
|
||||||||||||||||
5% Stockholders
|
||||||||||||||||||||
Yiheng Capital Partners, L.P.(3)
|
4,245,300
|
7.9
|
%
|
—
|
—
|
2.7
|
%
|
|||||||||||||
Morgan Stanley (4)
|
3,787,575
|
7.0
|
—
|
—
|
2.4
|
|||||||||||||||
Shanghai Science and Technology Venture Capital Co., Ltd.(5)
|
3,438,510
|
6.4
|
—
|
—
|
2.2
|
|||||||||||||||
Pudong Science and Technology (Cayman) Co., Ltd.(6)
|
3,358,728
|
6.2
|
—
|
—
|
2.2
|
|||||||||||||||
Named Executive Officers and Directors
|
||||||||||||||||||||
David H. Wang(7)
|
8,477,688
|
15.7
|
4,166,808
|
81.9
|
%
|
58.9
|
||||||||||||||
Yinan Xiang(8)
|
3,438,510
|
6.4
|
—
|
—
|
2.2
|
|||||||||||||||
Haiping Dun(9)
|
1,708,839
|
3.2
|
300,000
|
5.9
|
4.9
|
|||||||||||||||
Jian Wang(10)
|
587,535
|
1.1
|
150,003
|
2.9
|
2.3
|
|||||||||||||||
Chenming Hu(11)
|
278,310
|
*
|
—
|
—
|
*
|
|||||||||||||||
Fuping Chen
|
—
|
—
|
—
|
—
|
*
|
|||||||||||||||
Tracy Liu(12)
|
190,248
|
*
|
—
|
—
|
*
|
|||||||||||||||
Lisa Feng(13)
|
187,809
|
*
|
—
|
—
|
*
|
|||||||||||||||
Mark McKechnie(14)
|
95,538
|
*
|
—
|
—
|
*
|
|||||||||||||||
All directors and executive officers as a group (10 persons)(15)
|
15,453,135
|
28.6
|
%
|
4,616,811
|
90.8
|
%
|
69.2
|
%
|
* |
Less than 1%.
|
(1) |
Includes the number of shares of Class A common stock issuable upon conversion of shares of Class B common stock, which are convertible at any time into shares of Class A common stock.
|
(2) |
Percentage of total voting power represents voting power with respect to all shares of Class A and Class B common stock, voting as a single class. Holders are entitled to one vote per share of Class A common
stock and twenty votes per share of Class B common stock.
|
(3) |
Based on a Schedule 13G filed with the SEC on February 14, 2022 by Yiheng Capital Management, L.P. Yiheng Capital Management, L.P. has shared voting power over 4,245,300 shares and shared dispositive power
over 4,245,300 shares. The address of Yiheng Capital Partners, L.P. is 101 California Street, Suite 2880, San Francisco, California 94111.
|
(4) |
Based on a Schedule 13G/A filed with the SEC on February 9, 2022 by Morgan Stanley. Morgan Stanley has shared voting power over 3,787,575 shares and shared dispositive power over 3,787,575 shares. The address
of Morgan Stanley is 1585 Broadway New York, New York 10036.
|
(5) |
Weiguo Shen is the Chairman and General Manager of Shanghai Science and Technology Venture Co., Ltd., or SSTVC, and may be deemed to beneficially own the shares held by SSTVC. The address of SSTVC and Mr.
Shen is Floor 39, #669 Xin Zha Road, Jing An District, Shanghai, PRC.
|
(6) |
Pudong Science and Technology (Cayman) Co., Ltd., or PST, is a wholly owned subsidiary of Shanghai Pudong High-Tech Investment Co., Ltd. Long Ji is the Corporate Representative of Pudong High-Tech Investment
Co., Ltd. and may be deemed to beneficially own the shares held by PST. The address of PST, its parent and Mr. Ji is No. 439, 13 Building, Chunxiao Road, Zhangjiang Hi-tech Park, Pudong District, Shanghai.
|
(7) |
Includes (a) 620,001 shares of Class A common stock held by Dr. Wang and Jing Chen, as Trustees for the Wang-Chen Family Living Trust; (b) 180,000 shares of Class A common stock held by Dr. Wang and Jing
Chen, as Trustees for The David Hui Wang and Jing Chen Family Irrevocable Trust for Wang Children; (c) 100,02 shares held by Dr. Wang’s wife, Jing Chen; (d) 45,837 shares of Class A common stock held by Dr. Wang’s daughter, Sophia Wang; (e)
4,166,808 shares of Class A common stock issuable upon conversion of Class B common stock, of which shares of Class B common stock a total of 352,002 are held by Dr. Wang’s son, Brian Wang, 352,002 are held by Dr. Wang’s daughter, Sophia
Wang, and 22,002 are held by Dr. Wang and Jing Chen, as Trustees for The David Hui Wang and Jing Chen Family Irrevocable Trust for Wang Children; and (d) 2,861,022 shares of Class A common stock issuable upon the exercise of options
exercisable by June 6, 2022.
|
(8) |
Consists of shares owned by SSTVC (see note (5) above). See “Item 10. Directors, Executive Officers and Corporate Governance¾Background of Directors” for biographical information with respect to Ms. Xiang,
including her employment relationship with SSTVC. Ms. Xiang disclaims beneficial ownership of the shares beneficially owned by SSTVC except to the extent of her pecuniary interest therein.
|
(9) |
Includes (a) 553,749 shares of Class A common stock issuable under options exercisable by June 6, 2022 and (b) 300,000 shares of Class A common stock issuable upon conversion of Class B common stock.
|
(10) |
Includes (a) 184,374 shares of Class A common stock issuable under options exercisable by June 6, 2022 and (b) 150,003 shares of Class A common stock issuable upon conversion of Class B common stock.
|
(11) |
Includes 15,000 shares of Class A common stock issuable under options exercisable by June 6, 2022.
|
(12) |
Includes 148,248 shares of Class A common stock issuable under options exercisable by June 6, 2022.
|
(13) |
Includes 137,808 shares of Class A common stock exercisable under options by June 6, 2022.
|
(14) |
Includes 94,638 shares of Class A common stock exercisable under options by June 6, 2022.
|
(15) |
Includes (a) 4,353,495 shares of Class A common stock issuable under options exercisable by June 6, 2022, (b) 4,616,811 shares of Class A common stock issuable upon conversion of Class B common stock and (c)
shares held jointly, indirectly and/or in trust.
|
Item 13. |
Certain Relationships and Related Transactions, and Director Independence
|
Item 14. |
Principal Accounting Fees and Services
|
2021
|
2020
|
|||||||
Audit Fees(1)
|
$
|
723,850
|
$
|
479,225
|
||||
Audit-related Fees(2)
|
1,579,450
|
410,350
|
||||||
Total
|
2,303,300
|
889,575
|
(1) |
Includes services relating to the audit of the annual consolidated financial statements of ACM Research and ACM Shanghai, review of quarterly consolidated financial statements, statutory audits, comfort
letters, and consents and review of documentation filed with SEC-registered and other securities offerings.
|
(2) |
Includes services relating to the audit of the financial statements of ACM Shanghai in connection with its initial public offering on the Shanghai Stock Exchange’s Sci-Tech innovAtion boaRd.
|
Item 15. |
Exhibits and Financial Statement Schedules
|
(a)
|
The following is filed as part of the 2021 Form 10-K:
|
(1)
|
Index to Consolidated Financial Statements in Item 8 of 2021 Form 10-K.
|
(b) |
Exhibits.
|
Exhibit
No.
|
|
Description
|
|
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)
|
|
|
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), 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)
|
|
|
Description of ACM Research, Inc.’s Securities
|
|
|
Lease dated March 22, 2017 between ACM Research, Inc. 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)
|
|
|
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)
|
|
|
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)
|
|
|
Lease Amendment dated January 4, 2021 between ACM Research, Inc. and D&J Construction, Inc.
|
|
|
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)
|
|
|
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 10.03 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)
|
|
|
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. Wang (incorporated herein by reference to Exhibit 10.10 to the Amended Registration Statement on Form S-1/A filed on October 18, 2017)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
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)
|
|
|
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)
|
|
|
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
|
|
|
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)
|
|
|
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 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)
|
|
|
Commitment Letter Regarding Shareholding Intent and Intent to Reduce Shareholding, effective as of May 26, 2020, of ACM Research,
Inc. and David H. 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)
|
|
|
Commitment Letter Regarding Fraudulent Issuance of Listed Shares, effective as of May 26, 2020, of ACM Research, Inc., ACM
Research (Shanghai), Inc. and David H. Wang (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)
|
|
|
Commitment Letter Regarding Unfulfilled Commitment on Binding Measures, effective as of May 26, 2020, of ACM Research, Inc. and
David H. 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)
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
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)
|
|
|
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 10.15 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 10.01 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. (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. (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. (incorporated herein by reference to Exhibit 10.03 to the Current Report on Form 8-K filed on February 25, 2021)
|
|
|
Plant lease Contract dated as of February 1, 2021 between ACM Research (Shanghai), Inc. 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)
|
|
|
List of Subsidiaries of ACM Research, Inc. (incorporated herein by reference to Exhibit 21.01 to the Annual Report on Form 10-K
filed on March 3, 2022)
|
|
|
Consent of BDO China Shu Lan Pan Certified Public Accountants LLP (incorporated herein by reference to Exhibit 23.01 to the
Annual Report on Form 10-K filed on March 3, 2022)
|
|
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
|
|
|
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
|
|
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)
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
104
|
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in exhibit 101)
|
+ |
Indicates management contract or compensatory plan.
|
‡ |
Certain information in this exhibit was omitted by means of redacting a portion of the text and replacing it with [***]
|
† |
Unofficial English translation of original document prepared in Mandarin Chinese.
|
* |
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.
|
ACM RESEARCH, INC.
|
||
By:
|
/s/ David H. Wang | |
David H. Wang
|
||
Chief Executive Officer and President
|