Haitong Securities Co., Ltd

About SEMEI Semiconductor Equipment (Shanghai) Co., Ltd

In FY2024, we will issue A-shares to specific targets

it

Listing Sponsorship

Sponsor (Lead Underwriter)

(689 Guangdong Road, Shanghai)

November 2024

Declarations

Haitong Securities Co., Ltd. (hereinafter referred to as "Haitong Securities" or the "Sponsor Institution") and its sponsor representatives have been honest and trustworthy in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Administrative Measures for the Registration of Securities Issuance of Listed Companies (hereinafter referred to as the "Registration Management Measures") and other laws and regulations, as well as the relevant regulations of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and the Shanghai Stock Exchange. Be diligent and conscientious, issue a listing sponsorship letter in strict accordance with the business rules formulated in accordance with the law and industry self-discipline norms, and ensure that the documents issued are true, accurate and complete.

Unless otherwise specified, the abbreviations or definitions of terms in this listing sponsorship letter are consistent with the "Prospectus for the Issuance of A Shares to Specific Targets in 2024 by Shengmei Semiconductor Equipment (Shanghai) Co., Ltd."

Table of Contents

I. Basic Information of the Issuer...... 3

2. The issuer's issuance is ...... 15

3. The sponsor representatives, co-organizers and other members of the project team of the securities issuance and listing

...... 18

4. Whether the sponsor institution has any circumstances that may affect the fair performance of the sponsor duties...... 19

V. Sponsor Commitments...... 19

6. The decision-making procedures for the performance of the securities issuance and listing...... 21

7. Verification of the sponsor's compliance with the national industrial policy and plate positioning...... 22

8. The issuance of shares to specific targets is in accordance with the regulations...... 23

9. Arrangements for the sponsor's continuous supervision of the issuer...... 28

10. Contact information of the sponsor and the sponsor representative...... 28

11. Other matters that the sponsor deems necessary to be explained...... 29

12. The sponsor's recommendation conclusion for the stock listing...... 29

1. Basic information of the issuer

(1) Basic information of the issuer

Chinese name Shengmei Semiconductor Equipment (Shanghai) Co., Ltd

English Name: ACM Research(Shanghai),Inc.

LEGAL REPRESENTATIVE: HUI WANG

The stock is listed on the Shanghai Stock Exchange

Stock abbreviation: Shengmei Shanghai

Stock code 688082

Available November 18, 2021

The total share capital is 43,6153,563 shares

Company address: No. 5, 6, 7 and 8, Lane 999, Dangui Road, China (Shanghai) Pilot Free Trade Zone

Postal code 201203

Phone number 021-50808868

Fax number 021-50808860

Company website www.acmrcsh.com.cn

E-mail ir@acmrcsh.com

General items: manufacturing of special equipment for semiconductor devices; manufacturing of electronic special equipment; Mechanical zero

processing of parts and components; sales of special equipment for semiconductor devices; sales of electronic special equipment;

Business Scope: Special equipment repair; professional design services; Technical services, technology development, technical consulting,

technology exchange, technology transfer, technology promotion; import and export of goods; Technology import and export. (Except.)

Except for projects subject to approval in accordance with the law, independently carry out business activities with a business license in accordance with the law)

(2) The issuer's main business

The company is mainly engaged in the development, manufacturing and sales of semiconductor cleaning equipment, semiconductor electroplating equipment, vertical furnace series equipment, gluing and developing track equipment, plasma-enhanced chemical vapor deposition PECVD equipment, stress-free polishing equipment, back-end advanced packaging equipment and silicon material substrate manufacturing process equipment that are crucial to the integrated circuit manufacturing industry, and is committed to providing semiconductor manufacturers with customized, high-performance, low-consumption process solutions to effectively improve the production efficiency of customers in multiple steps. product yield, and reduce production costs.

The company's main products include front-end semiconductor process equipment, back-end advanced packaging process equipment and silicon material substrate manufacturing process equipment, through years of technology research and development, the company has mastered the relevant core technologies in the above product fields, and continues to improve equipment process performance, production capacity, improve customer product yield and reduce customer success

We will continue to innovate in this area. These core technologies have been continuously applied in the products sold by the company and formed the competitiveness of the company's products.

The National Integrated Circuit Innovation Center and Shanghai Integrated Circuit R&D Center Co., Ltd. were launched on June 20, 2020

The company's core technology was evaluated, and the "Evaluation of the Core Technology of Shengmei Semiconductor Equipment (Shanghai) Co., Ltd." was issued, and the core technology of Shengmei Shanghai is mainly used in semiconductor cleaning equipment, stress-free polishing equipment and electroplating copper equipment. Compared with well-known equipment manufacturers at home and abroad, the company's core technologies such as SAPS megasonic cleaning technology, TEBO megasonic cleaning technology, single-wafer trough combination Tahoe high-temperature sulfuric acid cleaning technology, stress-free polishing technology, and multi-anode electroplating technology have reached the international leading or international advanced level. From 2022 to 2024, the company launched a variety of new equipment and new processes with independent intellectual property rights, including vertical furnace equipment, gluing and developing equipment, and plasma-enhanced chemical vapor deposition (PECVD) equipment.

In terms of R&D achievements, continuous R&D investment has also accumulated a large number of technical achievements for the company. As of 2024

As of September 30, the company and its holding subsidiaries had 466 major patents that had been granted patent rights, including:

There are 176 domestic authorized patents, 290 overseas authorized patents, and a total of 464 invention patents. With recent years

With the deep integration of R&D achievements and industry, the company has been rated as one of the "Top Five Enterprises of Semiconductor Equipment in China" for many years, and has been selected as the first batch of enterprise key laboratories issued by the Shanghai Municipal Science and Technology Commission, and the SAPS megasonic cleaning technology has won the first prize of Shanghai Science and Technology Progress Award in 2020. In addition, the company was rated as a national "specialized, special and new" enterprise.

(3) The issuer's main financial data and financial indicators

1. The main data of the balance sheet

Unit: 10,000 yuan

Projects 2024 2023 2022 2021

September 30, December 31, December 31, December 31

Current assets 894,282.53 758,935.44 630,012.04 580,725.02

Non-current assets 242,306.56 216,444.33 187,544.37 53,016.32

Assets 1,136,589.09 975,379.77 817,556.40 633,741.34

Current liabilities 340,496.52 287,851.96 239,653.93 126,461.66

Non-current liabilities 77,935.64 41,701.24 25,499.15 25,783.58

Liabilities 418,432.16 329,553.20 265,153.08 152,245.23

Attributable to parent company 718,156.93 645,826.57 552,403.33 481,496.11

Owner's Equity

2. The main data of the income statement

Unit: 10,000 yuan

Projects: January-September 2024, 2023, 2022, 2021

Operating income 397,666.18 388,834.27 287,304.55 162,086.91

Operating costs 204,934.20 186,679.93 146,811.93 93,144.04

Operating profit 80,288.33 96,390.44 71,675.63 26,795.66

Total profit 80,300.96 96,381.48 71,669.63 26,874.38

Net profit 75,818.45 91,052.20 66,848.69 26,624.82

Net profit attributable to owners of the parent company 75,818.45 91,052.20 66,848.69 26,624.82

3. The main data of the cash flow statement

Unit: 10,000 yuan

Projects: January-September 2024, 2023, 2022, 2021

Net cash flow from operating activities 56,737.28 -42,696.37 -26,871.58 -18,918.28

Net cash flow from investing activities -31,798.87 54,221.82 -188,441.40 -6,959.79

Net cash flow from financing activities 24,197.57 -16,377.71 27,297.24 339,474.49

Exchange rate changes to cash and cash equivalents -728.56 947.99 4,001.16 -470.16

impact

Net increase in cash and cash equivalents 48,407.42 -3,904.26 -184,014.57 313,126.26

4. Non-recurring profit and loss statement

Unit: 10,000 yuan

Project 2024 2023 2022 2021

January-September

Gain or loss on disposal of illiquid assets -0.21 -1.11 -5.63 -

Government subsidies included in the profit or loss for the current period (with the company's positive

538.41 1,492.58 2,022.67 7,655.03

provisions, in accordance with the established standards enjoyed, to the company

Except for government grants that have a sustained impact on profit or loss)

Except for the effective set related to the normal operation of the company's business

In addition to the hedging business, non-financial enterprises hold finance

Changes in fair value of assets and financial liabilities 249.43 3,499.18 -4,500.03 391.71

Gains and losses, as well as disposal of financial assets and financial liabilities

Profit and loss of life

Other non-operating income other than the above items and 12.84 -7.71 1.11 78.72

expenditures

Other profit or loss items that meet the definition of non-recurring profit or loss 1,242.33 58.18 154.76 45.67

eye

Total non-recurring gains and losses 2,042.80 5,041.12 -2,327.13 8,171.13

Income tax impact -307.51 -756.89 186.54 -1,019.74

Minority Interest Effect (After-Tax) - - - -

Non-recurring loss attributable to ordinary shareholders of the company 1,735.29 4,284.23 -2,140.59 7,151.39

benefit

5. Main financial indicators

Projects September 30, 2024 December 31, 2023 December 31, 2022 December 31, 2021

January-September /2024 /FY2023/FY2022/FY2021

Current ratio (times) 2.63 2.64 2.63 4.59

Quick ratio (times) 1.35 1.27 1.51 3.45

Debt-to-asset ratio (consolidated) 36.81% 33.79% 32.43% 24.02%

Debt-to-asset ratio (parent company) 37.42% 27.11% 27.79% 18.96%

Consolidated gross margin 48.47% 51.99% 48.90% 42.53%

Basic earnings per share (RMB/share) 1.74 2.09 1.54 0.68

Diluted earnings per share (RMB/share) 1.71 2.05 1.53 0.67

Weighted average return on equity 11.09% 15.19% 12.98% 18.09%

EBITDA (89,200.08 106,908.63 78,497.48 30,613.32.)

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Interest coverage ratio (times) 43.82 49.01 60.69 45.04

Accounts receivable turnover ratio (times) 2.10 2.79 3.45 3.94

Inventory turnover ratio (times) 0.49 0.56 0.71 0.90

Cash from operating activities per share was 1.30 -0.98 -0.62 -0.44

Flow rate (yuan)

Net cash flow per share (RMB) 1.11 -0.09 -4.24 7.22

(4) The main risks of the issuer

1. Factors that may have a significant adverse impact on the company's core competitiveness, business stability and future development

plain

(1) Core competitiveness risk

(1) Technology renewal risk

The semiconductor special equipment industry in which the company is located is a technology-intensive industry, involving microelectronics, electrical,

Machinery, materials, chemical engineering, fluid mechanics, automation, image recognition, communication, software systems, etc

The subject area has a high threshold for technology research and development. With the booming global semiconductor industry, semiconductors

With the rapid development of industry technology, cleaning equipment has higher and higher requirements for the control of contaminants on the wafer surface to avoid impurities

Washing efficiency, number of chambers, and applicable technology nodes are also constantly changing. The company has long adhered to the development strategy of differentiated competition and innovation, if it cannot continue to maintain sufficient R&D investment, or the chip process node continues to shrink, or the emergence of new chip manufacturing technology, it may lead to a decline in the company's core technology and related products, which may have an adverse impact on the company's operating performance.

(2) The risk of loss of key technical talents

As a technology-intensive industry, technical talents are the key factor that determines the competitiveness of the semiconductor special equipment industry. With the continuous development of the semiconductor special equipment industry in Chinese mainland, the competition for technical talents will continue to intensify. If the company loses a large number of key technical talents due to salary or other reasons, or the company is unable to motivate existing technical talents, or is unable to attract outstanding technical talents, the company may have insufficient technical team allocation, so that it is unable to continue to develop and sell new products, unable to provide customers with high-quality services, and the company may also face higher recruitment and training costs, which may adversely affect the company's technology research and development capabilities and operating performance.

(3) The risk of leakage of core technology

The Company has always attached great importance to the protection of core technologies, but if the Company's or its suppliers' network security systems fail to prevent unauthorized access, sophisticated cyber attacks, or improper handling of sensitive data by the Company's employees and suppliers, etc., resulting in the disclosure of the Company's intellectual property rights and core technologies, the Company may be subject to significant liability claims from customers, resulting in serious damage to the Company's reputation and competitive position, which in turn will adversely affect the Company's business development and operating results.

(4) Technology research and development risks

In order to stay ahead of the curve in terms of technology, the company needs to continue to develop new products and improve existing products in the future. The research and development of any new technology and new product requires a long time and a large amount of money. If the company's technology research and development direction can not comply with market demand, technological changes and constantly developing standards, or the company's new products can not meet the customer's requirements for cost, size, acceptance criteria, specifications, performance and delivery cycle, or the company's new products lack of suppliers who can supply key components in a timely manner, the company will face the risk that technology research and development investment can not achieve the expected results.

In addition, certain improvements to the company's equipment products may result in a decrease in customer demand for existing equipment products. Customers' waiting for new products may lead to delays in customers' purchasing behavior, resulting in a decline in the company's current orders, which will affect the company's operating results.

(2) Operational risk

(1) Market competition risk

The global semiconductor special equipment industry is highly competitively competitive, and the market is mainly occupied by international giants, and the company's products are in direct competition with international giants in the markets they face. Compared with semiconductor special equipment enterprises in Chinese mainland, international giant enterprises have stronger financial strength, technical reserves, sales teams, manufacturing capabilities, sales channels and market awareness, have a wider range of customers and partnerships, and also have a longer business history, richer product series, and wider geographical coverage, which can better identify and respond to changes in market and customer needs. Some international giants are also able to offer bundled discounts for customers who purchase multiple products at the same time.

In recent years, with the continuous growth of China's semiconductor terminal application market, China's semiconductor manufacturing, packaging and testing, materials, equipment and other sub-industries have developed rapidly. The Chinese mainland market is expected to become the main battlefield for global semiconductor equipment companies to compete, and the company will face dual competition from international giants and new Chinese entrants in the future. Compared with international giants, the company's products have a certain gap in terms of applicable technology nodes and market share, and if the company is unable to effectively cope with the competition with such competitors, the company's business revenue, operating results and financial condition will be adversely affected.

(2) The risk of market development failure

The company's market development strategy is to first develop the world's leading semiconductor enterprise customers, through long-term research and development and technology accumulation, to obtain their recognition of the company's technology and products, in order to establish the company's market reputation. Then, with the performance and reputation achieved in the international industry, we continue to explore emerging regional markets in the semiconductor industry such as Chinese mainland. The company enables the world's leading chip manufacturers to evaluate and validate the company's technology and products by demonstrating the differentiation, innovation, performance and reliability of the company's equipment to customers. In the process of the company's market development, if these leading chip manufacturers are unwilling to accept and verify the company's equipment products; Or even if these leading chip manufacturers adopt the company's technology and equipment, other chip manufacturers may not accept the company's technology and equipment. There is a risk of failure in the market development of the Company's products, which could have a material adverse effect on the Company's business, results of operations and financial condition.

The sales cycle of a company's products can be very long and uncertain. From initial contact with the customer to the execution of the purchase order, the company's sales cycle is generally one to one and a half years or even longer. Customers' plans to build and expand factories may slow down with the decline in end-market demand, further slowing down or reducing procurement plans, which will affect the final sales of the company's products. In addition, the customer's purchase plan for domestic equipment will also be affected by the delivery of foreign mainstream equipment manufacturers, and opportunities and risks coexist. During the sales cycle, the company will invest a lot of time and money in marketing activities, especially in the promotion of new products, and the product trial cycle is longer, which will have a certain adverse impact on the company's operating results and financial condition.

(3) The risk of high customer concentration

According to industry practice, the company's sales are based on the customer's purchase order. The Company does not obtain a binding purchase commitment until the purchase order is officially received. The Company's primary customers may provide the Company with non-binding procurement forecasts, but these forecasts may be changed at any time without notice to the Company. However, since the lead time of the company's products may be up to 6 months, the company may need to start arranging the outsourcing and outsourcing of raw materials and components based on non-binding procurement forecasts, but there is no guarantee that the customer will place the order at the time expected by the company. At the same time, the company's customers may also place orders in excess of the forecasted quantity, which can lead to the company not being able to deliver products on time, resulting in lost sales opportunities. In view of the high concentration of the company's customers, if the company's sales forecast for major customers deviates significantly, or if there are major problems in the production and operation of major customers or the financial situation deteriorates, it will have an adverse impact on the company's product sales and timely recovery of accounts receivable.

(4) Product quality risk

The semiconductor special equipment industry in which the company is located is a key supporting industry in the semiconductor industry chain, and the quality, technical indicators and operational stability of semiconductor special equipment are particularly important to the quality of chip products. The Company's semiconductor special equipment products are highly complex, may produce defects in the design and manufacturing process, may not meet the specific specifications of customers, and the Company's testing procedures may not be able to detect quality problems in them, which may cause customers to delay or refuse to accept the Company's equipment products, or even to return them; The company may also suffer negative reviews, negative reports and reputational damage from customers, which may lead to a decrease in orders from existing customers and affect the company's development of new customers; The company may also incur additional warranty or service obligations due to product quality problems, resulting in additional costs; In addition, the company may incur losses to customers due to product quality defects, resulting in customer liability claims or lawsuits for the company's products, and the company may need to bear high litigation costs and may also be liable for significant damages. If the above quality problems occur in the company's products, it may adversely affect the company's operating results and market reputation.

(5) Market reputation risk

The semiconductor special equipment industry in which the company is located has a high degree of concentration and fierce competition. The company needs to compete with a small number of international semiconductor equipment giants, which have a longer operating history, a more comprehensive product range and a higher market reputation. In this competitive landscape, the value of traditional marketing is limited, and market reputation is crucial. If the company's market reputation is damaged due to product quality accidents, delivery cycle delays, backward technology, untimely services, etc., it will have an adverse impact on the company's operating results and financial condition.

(3) Financial risk

(1) Risk of accounts receivable recovery

At the end of the reporting period, the book value of the company's accounts receivable was 1989.3679 million yuan, accounting for 17.50% of the total assets. During the reporting period, the company's accounts receivable amounted to a large amount, which caused a certain working capital pressure on the company. However, the company's main customers are mainstream semiconductor companies at home and abroad, and the overall credit status is good. The Company has made a provision for bad debts on accounts receivable in accordance with the principle of prudence. If the company's accounts receivable is not properly managed or the customer itself has major operating difficulties in the future, it may lead to the company's accounts receivable being unable to be recovered in time, which will adversely affect the company's operating performance.

(2) Risk of inventory decline

The company's semiconductor special equipment products need to go through a long verification process to enter the market, and the production stage needs to be prepared in advance according to the order, and the customer needs to complete the acceptance after installation and commissioning after delivery, so the company's raw materials and issued goods have increased with the rapid expansion of business scale, the increase of product types, and the expansion of the scale of orders in hand. At the end of the reporting period, the book value of the company's inventory was 4,358,949,800 yuan, accounting for 48.74% of current assets, and the book value of inventory and issued goods was 2,047,586,700 yuan, accounting for 46.97% of the book value of inventory.

The Company has difficulty accurately predicting customer demand, and the Company's equipment demand forecasts are based on a number of assumptions, including non-binding forecasts from customers, each of which may cause the Company's forecasts to error, resulting in inventory levels of raw materials and parts exceeding customer demand. or changes in the list of parts or raw materials due to changes in product design schemes, or a decrease in customer orders, may lead to the obsolescence or surplus of some parts and raw materials of the company during the inventory period, resulting in the risk of inventory price decline.

If there is a significant adverse change in the sales price of the product in the future or the goods are not accepted by the client

If it is returned, it may cause the net realizable value of inventory to be lower than the net book value, and it is necessary to make provision for inventory decline, which will affect the company's profitability.

(3) Risk of tax incentives

During the reporting period, the company enjoyed the tax incentives of high-tech enterprise income tax and the additional deduction of R&D expenses. If there is a major adjustment to China's laws, regulations and policies related to tax incentives, or because the company cannot continue to obtain the qualification of China's high-tech enterprise in the future or does not meet the conditions for additional deduction of R&D expenses, etc., it will have a certain impact on the company's operating performance.

(4) Exchange rate fluctuation risk

During the reporting period, most of the company's product sales were denominated in US dollars, some raw materials and parts were purchased in US dollars and Korean won, while other raw materials, parts, employee salaries and other costs were denominated in RMB, and the exchange rate of RMB against US dollars and Korean won will have an impact on the company's operating results. During the reporting period, the exchange income of the company's financial expenses was -4.5241 million yuan, 58.9362 million yuan, 19.0049 million yuan and -17.8499 million yuan respectively. The RMB exchange rate fluctuates with changes in the international political and economic environment, and there is a certain degree of uncertainty. With the continuous expansion of the company's business scale, if the exchange rate of RMB against the US dollar and South Korean won fluctuates violently in the future, it will bring certain uncertainty to the company's performance, which may lead to foreign exchange losses, thereby adversely affecting the company's operating results and financial condition.

(5) Risk of fluctuation in gross profit margin

The company provides semiconductor special equipment for semiconductor enterprises such as wafer manufacturing, advanced packaging, semiconductor silicon wafer manufacturing, etc., the company's products show significant customization characteristics, and the product configuration, performance requirements and bargaining power of different customers may be different, and the price of the first order and repeated orders of the same customer may also be different, resulting in a certain difference in the gross profit margin of the company's products. During the reporting period, the gross profit margin of the company's main business was 41.30%, 48.03%, 51.10% and 47.84%, which was relatively stable. If the company's business scale, product structure, customer resources, cost control, technological innovation advantages and other aspects of the future change greatly, or the industry competition intensifies, resulting in the company's product sales price decline, cost increase or customer demand changes greatly, the company will face the risk of fluctuations in the gross profit margin of the main business. Leading technology products can improve the company's gross profit, and the company's high-end process product research and development speed and marketization process will have an impact on the company's overall gross profit.

(4) Industry risk

The semiconductor special equipment industry in which the company is located is a key supporting industry in the semiconductor industry chain, and its demand is directly affected by chip manufacturing, packaging and testing industry and terminal application market. If the macro economy fluctuates violently in the future, resulting in a decline in the demand of end markets such as 5G communications, computers, consumer electronics, network communications, automotive electronics, and the Internet of Things, wafer manufacturing, packaging and testing companies will face a situation of overcapacity, which will lead to a decline in the sales and prices of chip products, and their operating income and profitability will also decline. Wafer manufacturing, packaging and testing companies usually significantly reduce capital expenditures during the industry downturn, and the decline in capital expenditure often exceeds the decline in their operating income, thereby reducing the purchase amount of semiconductor special equipment, which will adversely affect the company's business development and operating performance.

In the boom cycle of the semiconductor industry, companies must increase production to meet expected customer demand, which requires companies and suppliers to increase inventories and expand production capacity. If the Company is unable to respond to the rapid growth of customer demand in a timely manner, or misjudges the duration, duration or magnitude of the demand increase, the Company may lose existing customers on the one hand, and may also experience cost increases disproportionate to the growth of operating income on the other, which in turn may have a material adverse effect on the Company's business, results of operations, financial condition or cash flow.

(5) Macro environmental risks

In recent years, with the changes in the international political and economic environment and the escalation of international trade frictions, the semiconductor industry has become one of the most obviously affected areas, which has also had an objective adverse impact on the development of China's related industries. The uncertainty of the international political environment may have a negative impact on the semiconductor industry, including reducing the demand for semiconductor special equipment for wafer manufacturing, packaging and testing companies. If the trade policies, tariffs, additional taxes, export restrictions or other trade barriers of the host country deteriorate further, it may adversely affect the production or sales capacity of the Company's customers, deteriorate the operating conditions of the Company's customers, and lead to a decrease in the demand for the Company's equipment products. In addition, if the Chinese government imposes tariffs on raw materials or components purchased from the United States, the company's operating costs will also increase, which in turn will adversely affect the company's operating income, results of operations or financial condition.

(6) Other major risks

(1) Management and internal control risks brought about by the expansion of the company's scale

At the end of the reporting period, the company's total assets were 6337.4134 million yuan, 8175.564 million yuan,

975,379.77 million and 1,136,589.09 million. During the reporting period, the company's operating income was 1620.8691 million yuan, 2873.0455 million yuan, 3888.3427 million yuan and 3976.6618 million yuan respectively. Asset size and revenue regulation

The average has achieved rapid growth. However, with the further expansion of the company's assets, business, institutions and personnel scale, the complexity of the company's R&D, procurement, production, sales and other links of resource allocation and internal control management continues to rise, which puts forward higher requirements for the company's organizational structure and operation and management capabilities, and does not rule out the possibility that the company's internal control system and management level cannot adapt to the rapid expansion of the company's scale, which may lead to a decline in the company's operational efficiency, so that the company's cost growth rate exceeds the revenue growth rate, thereby damaging the company's competitiveness. As a result, the company has management and internal control risks caused by the expansion of scale.

(2) Intellectual property dispute risk

The semiconductor special equipment industry in which the company is located is a typical technology-intensive industry, and industry-leading enterprises with technological advantages need to protect their core technologies by applying for patents. The company's business results depend to a certain extent on its own intellectual property system, as well as the company's ability to maintain such intellectual property rights and protect trade secrets, as well as the company's ability to operate without infringing on the patents of others. The company attaches great importance to the protection of intellectual property rights, helps technical research and development personnel to form patented technological achievements, and at the same time improves the awareness of non-infringement of intellectual property rights of others. If the company is resorted to intellectual property disputes by competitors, or the company's own intellectual property rights are infringed by competitors, it will adversely affect the company's production and operation.

and (3) the risks associated with the listing of the Company and its controlling shareholder, ACMR in the United States, on the STAR Market and the NASDAQ stock market, respectively

After the company was listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange on November 18, 2021, it has a controlling stake in the company

East America ACMR is listed on the Shanghai Stock Exchange and the NASDAQ Stock Exchange. The Company and the ACMR in the United States need to comply with the laws, regulations and listing regulatory requirements of the regulatory authorities of the two places at the same time, and the information that needs to be publicly disclosed in accordance with the law shall be disclosed simultaneously in the two places.

Due to the differences in laws, regulations and regulatory philosophies between China and the United States, the Company and the US ACMR will have certain differences in specific accounting treatment and financial information disclosure due to their different accounting standards and regulatory requirements. At the same time, due to the differences in the information disclosure requirements of the securities regulatory authorities for listed companies, differences in language, culture and expression habits, as well as differences in the composition and investment philosophy of investors in China and the United States, and different specific conditions of the capital markets, there may be differences between the stock price of the company listed on the STAR Market and the stock price of ACMR in the NASDAQ stock market. This discrepancy, together with the volatility of the US ACMR's stock, may have an impact on the price of the Company's shares listed on the STAR Market.

2. Factors that may lead to the failure of the offering or insufficient funds raised

(1) Risk of failure of the offering

Whether the SSE will approve the issuance plan, whether the CSRC can agree to the registration, and the time when the SSE will approve and the CSRC will approve the registration, and the time when the SSE will approve the approval and the CSRC will approve the registration. At the same time, stock prices are also affected by many factors such as international and domestic macroeconomic situations, capital market trends, market psychology and various major emergencies, and there is a certain risk of market fluctuations. Therefore, there is a risk that the offering will fail.

(2) The risk of insufficient funds raised

The number of shares issued this time does not exceed 43,615,356 shares (including the number of shares), and the total amount of funds raised does not exceed 450,000.00 yuan (including the number of shares), which is intended to be used for R&D and process test platform construction projects, high-end semiconductor equipment iterative R&D projects and supplementary working capital after deducting issuance-related expenses. However, if the company's stock price falls sharply due to fluctuations in the secondary market, there is a risk of insufficient fundraising, which will lead to the failure of the successful implementation of the investment project with raised funds.

3. Factors that may have a significant adverse impact on the implementation process or effect of the fundraising project

(1) The risk that the fundraising project cannot be implemented smoothly

The company's selection of the investment project of the raised funds is based on the current market environment, the company's existing business conditions and future development strategies and other factors, and the investment projects of the raised funds have been carefully and fully feasibility study and demonstration. If there is a major change in the above-mentioned factors, there will be certain uncertainties in the investment progress, construction process and implementation results of the investment project with the raised funds. If the investment progress, construction process and implementation results of the fundraising project are not in line with expectations, or the company is unable to make up for the funding gap of the fundraising project, the fundraising project will face the risk of not being fully implemented on schedule.

(2) The risk that the R&D results of the fundraising project do not meet expectations

The high-end semiconductor equipment iteration R&D project in this fundraising project is based on the current market environment, national industrial policy and technology development trend and other factors, and has been carefully and fully feasibility analyzed and demonstrated, but if the industry development trend, downstream market demand, and changes in the direction of technology research and development are adjusted, it may lead to the investment effect or progress of the R&D project not meeting expectations, and the product or service cannot be formed, the product or service cannot meet customer needs or the sales situation does not meet expectations. The risk that the company's production, operation and operating results will be adversely affected.

(3) The risk of declining net profit due to new depreciation and amortization of fund-raising projects

The company will invest a large amount of money in this fundraising project for the purchase of hardware equipment and software. When the project reaches the intended usable state, the corresponding depreciation of fixed assets and amortization of intangible assets will be added. If there are significant adverse changes in the industry or market environment and other factors in the future, and the company's profit growth cannot cover the depreciation and amortization expenses of the investment projects of the raised funds, there is a risk that the increase in depreciation and amortization will lead to a decline in net profit.

and (4) the risk of dilution of spot returns

After the completion of the issuance to specific objects, the company's total assets and net assets will increase significantly, and the total share capital will also increase accordingly, although the funds raised in place, the company will efficiently use the raised funds to enhance the company's operating capacity and long-term profitability, but due to the impact of the national macroeconomy and industry development, the company's profitability is still very uncertain in the short term, so the immediate return of the company's shareholders after the issuance to specific objects will likely be diluted due to the issuance.

2. The issuer's issuance

(1) The type and par value of the shares to be issued

The types of shares to be issued to specific targets are domestically listed RMB ordinary shares (A shares), with a par value of RMB1.00 per share.

(2) Issuance method and issuance time

The issuance of A-shares to specific targets will be carried out by way of issuing A-shares, which will be approved by the Shanghai Stock Exchange and approved by the China Securities Regulatory Commission for registration, and will be issued to specific targets at an opportune time within the validity period.

(3) Issuance objects and subscription methods

The issuance is targeted at no more than 35 specific targets that meet the conditions stipulated by the China Securities Regulatory Commission, including securities investment fund management companies, securities companies, trust companies, finance companies, asset management companies, insurance institutional investors, qualified foreign institutional investors, other domestic legal person investors, natural persons or other qualified investors. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for two or more products under their management shall be regarded as one issuance target; If the trust company is the object of issuance, it can only subscribe with its own funds.

The final issuance object shall be determined by the board of directors of the company and its authorized persons according to the authorization of the general meeting of shareholders, after the application for issuance is approved by the Shanghai Stock Exchange and the China Securities Regulatory Commission makes a decision to register, the board of directors of the company shall negotiate with the sponsor (lead underwriter) according to the results of the inquiry. If the national laws, regulations or normative documents at the time of issuance have other provisions on the object of issuance, such provisions shall prevail. All issuers subscribed for the shares issued in RMB cash at the same price.

(4) The pricing reference date, issue price and pricing principles

The issuance of shares to specific targets is issued by inquiry, and the pricing benchmark date of this issuance to specific targets is the first day of the issuance period.

The issue price of the shares issued to specific targets is not less than 80% of the average trading price of the company's shares in the 20 trading days before the pricing reference date, and the calculation formula of the above average price is as follows: the average stock trading price in the 20 trading days before the pricing reference date = the total stock trading volume in the 20 trading days before the pricing reference date / the total stock trading volume in the 20 trading days before the pricing reference date. If the company's shares are subject to dividends, share gifts, capital reserve conversion to share capital and other ex-rights and ex-dividends from the pricing benchmark date of the issuance to the issuance date, the issue price of the issuance will be adjusted accordingly, and the adjustment formula is as follows:

Cash dividends: P1=P0-D;

Sending shares or converting share capital: P1=P0/(1+N);

Two items at the same time: P1=(P0-D)/(1+N)

Among them, P0 is the issue price before adjustment, D is the cash dividend per share, and N is the gift or transfer per share

The number of shares to be increased, P1 is the adjusted issue price.

The final issue price will be determined by the board of directors of the company in accordance with the authorization of the general meeting of shareholders and the sponsor institution (lead underwriter) in accordance with the provisions of relevant laws and regulations and the requirements of the regulatory authorities, in accordance with the principle of price priority, etc., according to the subscription price of the issuer after the issuance application is approved by the Shanghai Stock Exchange and the China Securities Regulatory Commission makes a decision to register, but not lower than the aforementioned issue floor price.

(5) The number of issuances

The number of shares to be issued to specific targets is determined by dividing the total amount of funds raised by the issue price, and does not exceed 10% of the total share capital of the company before the issuance, that is, the issuance does not exceed 43,615,356 shares (including the number of shares). The final number of issuance will be made after the issuance is approved by the China Securities Regulatory Commission to be registered, according to the issuance object

The subscription quotation shall be determined by the board of directors of the company in accordance with the authorization of the general meeting of shareholders and the sponsor (lead underwriter) of the issuance.

If the company has ex-rights such as share gifts, capital reserve conversion to share capital and other ex-rights matters from the date of the announcement of the resolution of the board of directors to deliberate on the issuance of the issue to specific objects, or the total share capital of the company changes due to share repurchase, employee equity incentive plan and other matters, the upper limit of the number of shares issued to specific objects will be adjusted accordingly.

If the total number of shares issued to a specific target is changed or reduced due to changes in regulatory policies or in accordance with the requirements of the issuance registration documents, the total number of shares issued to the specific target and the total amount of funds raised will be changed or reduced accordingly.

(6) Restricted period

The shares subscribed for by the subject of this offering shall not be transferred within six months from the date of the end of the issuance. Where laws, regulations, and normative documents have other provisions on the sales restriction period, follow those provisions.

The shares obtained by the issuer based on the issuance of shares derived from the distribution of stock dividends and the conversion of capital reserve by the listed company shall also comply with the above-mentioned share lock-up arrangement. After the end of the restriction period, it shall be implemented in accordance with the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange.

(7) The direction of the raised funds

The total amount of funds raised by issuing shares to specific objects does not exceed 450,000.00 yuan (including this number), and after deducting the issuance expenses, the net amount of funds raised is intended to be invested in the following projects:

Unit: 10,000 yuan

Serial No. Project Name Total Proposed Investment Amount to be Invested with Raised Funds

1 R&D and process test platform construction project 94,034.85 94,034.85

2 Iterative R&D projects of high-end semiconductor equipment 225,547.08 225,547.08

3 Replenishment of liquidity 130,418.07 130,418.07

Total 450,000.00 450,000.00

Within the scope of the above-mentioned raised funds investment project, the company can make appropriate adjustments to the investment sequence and specific amount of the corresponding raised funds investment project according to the actual situation of the project, capital demand, etc., before the raised funds are in place, the company can invest in advance with self-raised funds according to the actual situation of the raised funds investment project, and replace them after the raised funds are in place.

After the raised funds are in place, if the actual net amount of raised funds after deducting the issuance costs is less than the total amount of funds to be invested, the shortfall shall be solved by the company with self-raised funds.

(8) Arrangements for the rollover of undistributed profits

The accumulated undistributed profits before the issuance will be shared by all new and old shareholders of the company after the completion of the issuance according to the proportion of shares after the issuance.

(9) Place of listing

The shares issued to specific targets will be listed and traded on the Science and Technology Innovation Board of the Shanghai Stock Exchange.

(10) The validity period of the resolution

The validity period of the resolution to issue shares to specific targets is 12 months from the date of deliberation and approval by the company's general meeting of shareholders.

3. The sponsor representatives, co-organizers and other members of the project team of the securities issuance and listing

(1) Project sponsor representative

The sponsor appoints Zhang Bowen and Li Ling as the sponsor representatives of Shengmei Semiconductor Equipment (Shanghai) Co., Ltd. to issue A shares to specific targets in 2024 (hereinafter referred to as the "Offering").

Zhang Bowen: The sponsor representative of this project, master of economics. Since 2009, he has been engaged in investment banking business, and is mainly responsible for or participated in projects including: Zhongjuxin (688549. SH), Shengmei Shanghai (688082. SH), Shanghai Silicon Industry (688126. SH), Dehao Runda (002005. SZ), Changdian Technology Co., Ltd. (600584. SH), Nhwa Pharmaceuticals (002262. SZ), Shantui Co., Ltd. (000680. SZ), Ningbo Jingda (603088. SH), Cooltech Power (300153. SZ), Jinshi Oriental (300434. SZ), Huaci Co., Ltd. (001216. SZ), Beijing Tongmei and other IPO, refinancing and major asset restructuring projects, with rich practical experience in investment banking.

Li Ling: The sponsor representative of this project, master of management, has 16 years of experience in investment banking, and has been responsible for and participated in the participation of Shengmei Shanghai (688082.SH), Huaci Co., Ltd. (001216. SZ), Xinri Co., Ltd. (603787. SH), Daimei Co., Ltd. (603730. SH), Shanghai Silicon Industry (688126. SH), Beijing Tongmei and other IPO projects and Yunwei Co., Ltd. (600725. SH), Hongyuan Securities (000562. SZ), Yunnei Power (000903. SZ), Great Eastern (600327. SH) and Yunnei Power (000903.SZ)

Issuance of shares to purchase assets.

(2) Project co-organizers

The sponsor designated Guo Yitao as the project co-organizer of the issuance.

Guo Yitao: The co-organizer of this project, a master of economics, has participated in Zhenhong shares (874492. NQ) New Third Board Project.

(3) Other members of the project team

Other members of the project team for this issuance: Wang Laizhu and Xi Hua.

4. An explanation of whether the sponsor institution has circumstances that may affect the fair performance of the sponsor duties

After verification, the sponsor guarantees that there are no circumstances between the sponsor and the issuer that may affect the fair performance of the sponsor duty:

1. As of September 30, 2024, the sponsor directly holds 3,075 shares of the issuer

The shareholding ratio is 0.0007%, and Haitong Innovation Securities Investment Co., Ltd., a subsidiary of the sponsor, directly holds 496,713 shares of the issuer, with a shareholding ratio of 0.11%; The sponsor is the fund custodian of Tianhong CSI Electronic Exchange-traded Open-ended Index Securities Investment Fund, which holds 43,386 shares of the issuer's shares, with a shareholding ratio of 0.01%.

The above circumstances will not affect the Sponsor's fair performance of the sponsor's duties. In addition to the above-mentioned circumstances, the Sponsor Institution or the controlling shareholder, actual controller or important related party of the Sponsor Institution does not hold shares of the issuer or its controlling shareholder, actual controller or important related party;

2. The issuer or its controlling shareholder, actual controller or important related party does not hold shares of the sponsor or its controlling shareholder, actual controller or important related party;

3. The sponsor representative of the sponsor institution and his or her spouse, directors, supervisors and senior management personnel do not hold shares of the issuer or its controlling shareholders, actual controllers and important related parties, and do not hold positions in the issuer or its controlling shareholders, actual controllers and important related parties;

4. The controlling shareholder, actual controller and important related party of the sponsor institution do not provide mutual guarantee or financing with the controlling shareholder, actual controller or important related party of the issuer;

5. There is no other relationship between the sponsor and the issuer.

5. Commitments of the sponsor institution

The Sponsor undertakes to:

(1) The sponsor has conducted due diligence and prudent verification on the issuer and its controlling shareholders and actual controllers in accordance with laws and regulations and the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange, fully understood the operating conditions of the issuer and the risks and problems it faces, and performed the corresponding internal audit procedures.

The sponsor agrees to recommend the issuer for the issuance and listing of the securities, with the support of the corresponding sponsor working papers, and accordingly issues the listing sponsorship.

(2) The sponsor institution has passed due diligence and prudent verification of the application documents:

1. There are sufficient reasons to believe that the issuer complies with laws and regulations and the relevant regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange on the issuance and listing of securities;

2. There are sufficient reasons to believe that there are no false records, misleading statements or material omissions in the issuer's application documents and information disclosure materials;

3. There are sufficient grounds to believe that the issuer and its directors have sufficient and reasonable basis for expressing their opinions in the application documents and information disclosure materials;

4. There are sufficient reasons to believe that there is no substantial difference between the application documents and information disclosure materials and the opinions issued by the securities service institution;

5. Ensure that the designated sponsor representative and the relevant personnel of the sponsor institution have been diligent and conscientious, and have conducted due diligence and prudent verification of the issuer's application documents and information disclosure materials;

6. Ensure that there are no false records, misleading statements or major omissions in other documents related to the performance of sponsorship duties;

7. Ensure that the professional services provided to the issuer and the professional opinions issued comply with laws, administrative regulations, regulations of the China Securities Regulatory Commission and industry norms;

8. Voluntarily accept the regulatory measures taken by the China Securities Regulatory Commission in accordance with the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing; voluntarily accept the self-regulatory supervision of the Shanghai Stock Exchange;

9. Other matters stipulated by the China Securities Regulatory Commission and the Shanghai Stock Exchange.

6. The decision-making procedures for the implementation of the securities issuance and listing

The sponsor has verified the issuer's performance of the decision-making procedures for this issuance. After verification, the sponsor believes that the issuer has fulfilled the decision-making procedures stipulated by the Company Law, the Securities Law and the China Securities Regulatory Commission and the Shanghai Stock Exchange for this issuance. The details are as follows:

(1) The deliberation process of the board of directors

On January 25, 2024, the issuer convened the eighth meeting of the second session of the board of directors in accordance with legal procedures

The proposal on the company's compliance with the conditions for issuing A shares to specific objects, the proposal on the company's plan to issue A shares to specific objects in 2024 and the "proposal on the company" were deliberated and approved by voting item by item

Proposal on the plan to issue A shares to specific targets in 2024" and "On the company's 2024 annual plan to specific pairs

Like the proposal on the demonstration and analysis report of the plan for issuing A shares", "Proposal on the feasibility analysis report on the use of funds raised by the company's issuance of A shares to specific targets in 2024", "Proposal on the report on the use of the company's previous raised funds", "Proposal on the company's dilution of the immediate return of issuing A shares to specific targets in 2024, taking filling measures and commitments of relevant entities", "Proposal on the company's next three years (2024-2026) Proposal on Shareholder Dividend Return Planning", "Proposal on the Explanation of the Company's Raised Funds Invested in the Field of Scientific and Technological Innovation", "Proposal on the Company Has Not Been Taken Regulatory Measures or Penalties by the Securities Regulatory Department and the Stock Exchange in the Past Five Years", "Proposal on the Company's Non-recurring Profit and Loss Statement in the Last Three Years and One Period", "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors and Its Authorized Persons to Handle Matters Related to the Issuance of A Shares to Specific Objects" and "Proposal for Convening 2024". Proposal of the First Extraordinary General Meeting of Shareholders of the Year" and other proposals related to this issuance.

On October 21, 2024, the issuer convened the 14th meeting of the second session of the board of directors in accordance with legal procedures.

The meeting deliberated and approved the "Proposal on the Company's 2024 Plan for Issuing A Shares to Specific Targets (Revised Draft)", "Proposal on the Demonstration and Analysis Report on the Company's 2024 Plan for Issuing A Shares to Specific Targets (Revised Draft)", "Proposal on the Feasibility Analysis Report on the Use of Funds Raised by the Company's Issuance of A Shares to Specific Targets in 2024 (Revised Draft)", "Proposal on the Report on the Use of the Company's Previous Raised Funds" and "Proposal on the Company's 2024 Proposal". Annual issuance of A-shares to specific targets to dilute the immediate return, take filling measures and related subject commitments (revised draft), "on the company's raised funds to invest in the field of scientific and technological innovation (revised draft) of the proposal", "on the company's last three years and a period of non-recurring profit and loss statement" and other proposals related to this issuance.

(2) The deliberation process of the general meeting of shareholders

On February 22, 2024, the company held the first extraordinary general meeting of shareholders in 2024, which was deliberated and approved one by one

Proposed the issuance of A shares to a specific target.

7. The verification of the sponsor institution in line with the national industrial policy and plate positioning

After verification, the issuance meets the requirements of Article 30 of the "Registration Management Measures" on conforming to the national industrial policy and plate positioning (the raised funds are mainly invested in the main business).

1. The issuer's main business is the R&D, production and sales of semiconductor special equipment, and the raised funds are invested in the "R&D and process testing platform construction project", "high-end semiconductor equipment iterative R&D project" and supplementary working capital, which meets the requirements of the national industrial policy and does not need to obtain the opinions of the competent authorities

The sponsor inquired about the issuer's main business and the relevant industrial policies for the investment of the raised funds, as well as the matters to be submitted for approval. After verification, the issuer's main business is the research and development, production and sales of semiconductor special equipment. In addition to supplementing working capital, the funds raised this time are planned to be invested in "R&D and process test platform construction projects" and "high-end semiconductor equipment iterative R&D projects".

According to the "Classification of Strategic Emerging Industries (2018)" issued by the National Bureau of Statistics, this fundraising project belongs to 1 new generation information technology industry - 1.2 electronic core industry - 1.2.1 new electronic components and equipment manufacturing - semiconductor device special equipment manufacturing. The investment project of the raised funds is carried out around the company's main business, which is the upgrade, extension and supplement of the existing business, and belongs to the "encouraged" project of the "Industrial Structure Adjustment Guidance Catalogue (2024 Edition)", which meets the requirements of the national industrial policy and does not involve overcapacity industries or restricted and eliminated industries, high energy consumption and high emission industries.

Therefore, the investment of the raised funds belongs to strategic emerging industries, which meets the requirements of the national industrial policy, and there is no need to obtain the opinions of the competent authorities.

2. On the relationship between the investment of raised funds and the main business

The sponsor reviewed the feasibility analysis report on the use of the funds raised by the issuer in this issuance, and conducted a comparative analysis with the issuer's existing business. The relationship between the funds raised and the issuer's main business is as follows:

Project: R&D and process test platform construction, high-end semiconductor equipment iteration, replenishment of working capital

Project R&D project

Whether it is an existing business No No Not applicable

services (including products, services

business, technology, etc., the same below)

Expansion of production capacity

Yes, this project will draw on the international half

The leading enterprise of conductor equipment was established freely, and this project was mainly passed

There is a process test line through the purchase of research and development software and hardware equipment

Testing, using the company's existing technology equipment, equipped with corresponding research and development personnel

Test clean room analog wafer fabricator, for companies has been formed

The production environment of the factory is configured with the necessary equipment for the overall design scheme

R&D of test instruments and further iterations of lithography projects

Whether it belongs to the development of existing business machines, CMPs, ion implanters, etc., to ensure that the key technologies are not applicable

The upgrade of the service of purchased equipment, and the combination of self-made and differentiated equipment

A variety of process equipment to create an integrated global independent intellectual property rights,

R&D and process testing of circuit equipment help the company expand its market in China

platform to improve the company's R&D field and explore the international market,

The industrial layout of the trial link will enhance and promote the further development of the company

R&D and testing capabilities for the company's growth.

Products from R&D to finalization to provide more

Perfect testing supporting services.

Whether it is based on existing

Business in other applications No No Not applicable

Domain expansion

Whether it belongs to the industrial chain

Upstream and downstream (horizontal, no No Not applicable.)

longitudinal) extension

Whether it is cross-main business investment No No Not applicable

capital

After verification, the funds raised this time are mainly invested in the main business.

8. The issuance of shares to specific targets is in accordance with the regulations

(1) The issuance of securities complies with the issuance conditions stipulated in the Securities Law

After verification, the company's issuance meets the issuance conditions stipulated in the Securities Law, the details are as follows:

1. The issuance of new shares by a listed company shall comply with the conditions stipulated by the securities regulatory authority of the State Council approved by the State Council, and the specific administrative measures shall be prescribed by the securities regulatory authority of the State Council

The company's issuance meets the relevant conditions stipulated in the "Registration Management Measures" and other laws and regulations issued by the China Securities Regulatory Commission, and is submitted to the Shanghai Stock Exchange for review, and finally needs to be registered by the China Securities Regulatory Commission, so it meets the issuance conditions stipulated in the "Securities Law".

2. The third paragraph of Article 9 of the Securities Law stipulates that "non-public issuance of securities shall not be carried out by means of advertising, public solicitation or disguised disclosure. ”

The company's issuance did not adopt the methods of advertising, public solicitation and disguised disclosure, which is in line with Article 1 of the Securities Law

Article 9.

(2) The issuance meets the conditions for issuing shares to specific objects as stipulated in the "Registration Management Measures".

1. The company does not have the circumstance that it is not allowed to issue shares to specific objects as stipulated in Article 11 of the "Registration Management Measures".

Article 11 of the Registration Administration Measures stipulates that the circumstances under which the issuance shall not be made to specific targets are as follows: "(1) Changing the use of the funds raised in the previous round without correcting it, or without the approval of the general meeting of shareholders; (2) The preparation and disclosure of financial statements for the most recent year do not conform to the provisions of the accounting standards for business enterprises or relevant information disclosure rules in material respects; The audit report of the financial and accounting report of the most recent year has been issued with a negative opinion or cannot express an opinion; The audit report of the financial and accounting report of the most recent year has been issued with a qualified opinion, and the material adverse impact of the matters involved in the qualified opinion on the listed company has not been eliminated. Except for the issuance involving major asset restructuring; (3) The current directors, supervisors and senior managers have been subject to administrative penalties by the China Securities Regulatory Commission in the past three years, or have been publicly reprimanded by the stock exchange in the past year; (4) The listed company and its current directors, supervisors and senior managers are being investigated by the judicial authorities for suspected crimes or are being investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations; (5) The controlling shareholder or actual controller has committed major illegal acts that seriously harm the interests of the listed company or the lawful rights and interests of investors in the past three years; (6) In the past three years, there have been major illegal acts that seriously harm the lawful rights and interests of investors or the public interest. ”

In accordance with the requirements of the Sponsor Due Diligence Work Guidelines, the sponsor conducted due diligence on whether the issuance to specific targets complied with Article 11 of the Registration Management Measures, and the verification process included but was not limited to: verifying the audit report, periodic report and other announcement documents of the issuer during the reporting period; Reviewed the major purchase and sale contracts, cash dividends and other information during the reporting period; verified the independence of the issuer's personnel, assets, finances, institutions and operations; Verified the relevant resolutions of the issuer's three committees and internal institutional rules and regulations; Verified the issuer's application documents for this issuance; Verify the performance of the issuer's commitments; Obtain supporting documents from the relevant competent authorities of the issuer; conducting web searches of issuers and their major shareholders, directors, supervisors and senior management; The relevant letters of commitment issued by the issuer and its major shareholders, directors, supervisors and senior management were verified.

2. The use of the company's raised funds is in accordance with Article 12 of the Registration Management Measures

Article 12 of the Registration Administration stipulates the use of raised funds as follows: "(1) Comply with national industrial policies and relevant laws and administrative regulations on environmental protection and land management; (2) Except for financial enterprises

In addition, the use of the raised funds shall not be used to hold financial investments, and shall not directly or indirectly invest in companies whose main business is to buy and sell securities; (3) After the implementation of the fund-raising project, there will be no new intra-industry competition with the controlling shareholder, the actual controller and other enterprises controlled by the controlling shareholder, the actual controller and other enterprises under their control, or the related party transaction that is obviously unfair, or the independence of the company's production and operation will be seriously affected; (4) The funds raised by the issuance of shares by companies listed on the STAR Market shall be invested in businesses in the field of scientific and technological innovation. ”

The total amount of funds raised by the company through the issuance of shares to specific objects does not exceed 450,000.00 yuan (including this number), which will be used for "R&D and process test platform construction projects", "high-end semiconductor equipment R&D projects" and supplementing the company's working capital after deducting the issuance costs, which is to invest in the business in the field of scientific and technological innovation. The use of the funds raised in this offering is in accordance with the provisions of Article 12 above.

3. The object of this issuance complies with the provisions of Articles 55 and 58 of the Registration Management Measures

Articles 55 and 58 of the Registration Administration Measures provide as follows:

"Article 55 When a listed company issues securities to a specific target, the issuer shall meet the conditions stipulated in the resolution of the general meeting of shareholders, and the number of issuers shall not exceed 35 at any time.

Article 58 Where the issuance of shares to a specific target falls under circumstances other than those provided for in the second paragraph of Article 57 of these Measures, the listed company shall determine the issuance price and the issuance object by way of bidding. ”

The issuance is targeted at no more than 35 specific targets that meet the conditions stipulated by the China Securities Regulatory Commission, including securities investment fund management companies, securities companies, trust companies, finance companies, asset management companies, insurance institutional investors, qualified foreign institutional investors, other domestic legal person investors, natural persons or other qualified investors. Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for two or more products under their management shall be regarded as one issuance target; If the trust company is the object of issuance, it can only subscribe with its own funds.

In addition, the controlling shareholder, actual controller or related persons controlled by the listed company will not participate in the issuance, and the board of directors of the issuer will not introduce domestic and foreign strategic investors. After verification, the issuance object meets the provisions of Articles 55 and 58 of the Registration Management Measures.

4. The issuance price is in accordance with the provisions of Articles 56 and 57 of the Registration Management Measures

Articles 56 and 57 of the Registration Administration Measures provide as follows:

"Article 56 When a listed company issues shares to a specific target, the issue price shall not be less than 80 percent of the average price of the company's shares on the 20 trading days prior to the pricing reference date. The term "pricing reference date" as used in the preceding paragraph refers to the reference date for calculating the issuance reserve price.

Article 57 The pricing reference date for the issuance of shares to specific targets shall be the first day of the issuance period. A listed company shall issue shares at a price not lower than the reserve price of the issue.

If the board of directors of a listed company resolves to determine all the issuance objects in advance, and the issuance objects fall under one of the following circumstances, the pricing benchmark date can be the announcement date of the board resolution of the board of directors, the announcement date of the resolution of the general meeting of shareholders or the first day of the issuance period:

(1) the controlling shareholder, actual controller, or related person controlled by the listed company;

(2) Investors who obtain the actual control of the listed company by subscribing for the shares issued;

(3) Domestic and foreign strategic investors to be introduced by the board of directors. ”

The issuance of shares to specific targets is issued by inquiry, and the pricing benchmark date of this issuance to specific targets is the first day of the issuance period. The issue price of the shares issued to specific targets shall not be less than 80% of the average trading price of the company's shares in the 20 trading days prior to the pricing reference date. After verification, the issuance price is in accordance with the provisions of Articles 56 and 57 of the Registration Management Measures.

5. The issuance restriction period is in accordance with the provisions of Article 59 of the Registration Management Measures

Article 59 of the Registration Administration stipulates that "shares issued to specific targets shall not be transferred within six months from the date of completion of the issuance." If the issuance object falls under the circumstances specified in the second paragraph of Article 57 of these Measures, the shares subscribed for shall not be transferred within 18 months from the date of the end of the issuance. ”

The shares subscribed by the issuer shall not be transferred within six months from the date of the end of the issuance, and there is no situation in which investors obtain the actual control of the listed company by subscribing to the shares issued by the issuer. After verification, the issuance restriction period is in accordance with the provisions of Article 59 of the Registration Management Measures.

6. The issuance complies with the provisions of Article 66 of the Registration Management Measures

Article 66 of the Administrative Measures for Registration stipulates that: "When a listed company issues securities to a specific target, a listed company and its controlling shareholder, actual controller or major shareholder shall not make a guaranteed return or a disguised guarantee of return to the issuer, nor shall they provide financial assistance or other compensation to the issuer directly or through interested parties." ”

After verification, the company and its controlling shareholders and major shareholders have not made any guaranteed returns or disguised guaranteed returns commitments, and the sources of funds for their subscription of shares are all legally self-owned or self-raised. The issuance complies with the provisions of Article 66 of the Registration Management Measures.

7. The issuance complies with the provisions of Article 87 of the Registration Management Measures

Article 87 of the Measures for the Administration of Registration stipulates that "if a listed company's issuance of shares to a specific target will result in a change in the control of the listed company, it shall also comply with other regulations of the China Securities Regulatory Commission." ”

As of September 30, 2024, ACMR directly held 82.01% of the company's shares and was controlled by the company

SHAREHOLDERS, MR. HUI WANG IS THE ACTUAL CONTROLLER OF THE COMPANY.

The total number of shares to be issued to specific targets this time shall not exceed 43,615,356 shares (including the number of shares), which shall not exceed 10% of the share capital before the issuance. ASSUMING THAT THE COMPANY'S TOTAL SHARE CAPITAL OF 436,153,563 SHARES HAS NOT CHANGED BEFORE THE ISSUANCE, AND ACCORDING TO THE CALCULATION OF THE UPPER LIMIT OF THE NUMBER OF SHARES ISSUED, AFTER THE COMPLETION OF THE ISSUANCE, ACMR IN THE UNITED STATES DIRECTLY HOLDS 74.56% OF THE COMPANY'S SHARES AND IS STILL THE CONTROLLING SHAREHOLDER OF THE COMPANY, AND MR. HUI WANG IS STILL THE ACTUAL CONTROLLER OF THE COMPANY. Accordingly, the Offering will not result in a change of control of the Company.

After verification, the issuance restriction period is in accordance with the provisions of Article 87 of the Registration Management Measures

After verification, the sponsor believes that the issuer's issuance of A shares to specific targets this time is in line with the Note

Measures for the Administration of the Book.

(3) The company does not fall within the scope of enterprises that need to be punished as provided for in the "Memorandum of Cooperation on the Implementation of Joint Disciplinary Action against Judgment Defaulters", the "Memorandum of Cooperation on the Implementation of Joint Disciplinary Action against Untrustworthy Enterprises of Customs", and the "Opinions on Strengthening the Sharing of Regulatory Information on Relevant Market Entities and Improving the Joint Disciplinary Action Mechanism for Untrustworthiness in the Pilot Program of the Registration-based System of the Science and Technology Innovation Board", and does not belong to ordinary untrustworthy enterprises

After verification, the company does not fall within the scope of enterprises that need to be punished as stipulated in the "Memorandum of Cooperation on the Implementation of Joint Disciplinary Action against Judgment Defaulters", "Memorandum of Cooperation on the Implementation of Joint Disciplinary Action against Judgment Defaulters" and the "Opinions on Strengthening Regulatory Information Sharing and Improving the Joint Disciplinary Action Mechanism for Relevant Market Entities in the Pilot Program of the Registration-based System of the Science and Technology Innovation Board", and does not belong to the general untrustworthy enterprises and untrustworthy enterprises of the Customs.

9. Arrangements for the sponsor's continuous supervision of the issuer

1. The period of continuous supervision shall be the remainder of the year in which the securities are listed and the next two full fiscal years;

2. If there are sufficient grounds to believe that the issuer may have violated laws and regulations and other improper acts, the issuer shall be urged to make an explanation and make corrections within a time limit; if the circumstances are serious, it shall be reported to the China Securities Regulatory Commission and the Shanghai Stock Exchange;

3. In accordance with the information disclosure regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange, make a public statement on the issuer's violations of laws and regulations;

4. Supervise the issuer to effectively implement and improve the system to prevent major shareholders and other related parties from occupying the issuer's resources in violation of regulations;

5. Supervise the issuer to effectively implement and improve the internal control system to prevent senior executives from taking advantage of their positions to damage the interests of the issuer;

6. Supervise the issuer to effectively implement and improve the system to ensure the fairness and compliance of related party transactions, and express opinions on related party transactions;

7. Supervise the issuer to fulfill the obligation of information disclosure, review the information disclosure documents and other documents submitted to the China Securities Regulatory Commission and the stock exchange;

8. Continue to pay attention to the use of the issuer's raised funds, the implementation of investment projects and other commitments;

9. Continue to pay attention to matters such as the issuer's provision of guarantees to others, and express opinions;

10. Other work stipulated by the China Securities Regulatory Commission, the Shanghai Stock Exchange and the sponsorship agreement.

10. Contact information of the sponsor institution and the sponsor representative

Sponsor: Haitong Securities Co., Ltd

Sponsor representatives: Zhang Bowen, Li Ling

Address: Haitong Bund Financial Plaza, No. 888 Zhongshan South Road, Huangpu District, Shanghai

Contact number: 021-23219000

Fax: 021-63411627

11. Other matters that the sponsor institution deems necessary to explain

There are no other matters that should be explained.

12. The sponsor's recommendation conclusion for the stock listing

In accordance with the relevant provisions of the Company Law, the Securities Law, the Registration Administration Measures and other laws, regulations and normative documents, Haitong Securities conducted the necessary due diligence on SEM Semiconductor Equipment (Shanghai) Co., Ltd. and believed that SEM Semiconductor Equipment (Shanghai) Co., Ltd. had met the conditions for a listed company to issue shares to specific targets. The sponsor agrees to recommend SEM Semiconductor Equipment (Shanghai) Co., Ltd. to issue A shares to specific targets and list them on the STAR Market, and assume relevant sponsorship responsibilities.

(No text below)

(There is no text on this page, it is the signed and stamped page of the "Listing Sponsorship Letter of Haitong Securities Co., Ltd. on the Issuance of A Shares by Shengmei Semiconductor Equipment (Shanghai) Co., Ltd. to Specific Targets in 2024")

Signature of Project Co-Organizer: ____________

Guo Yitao

Signature of Sponsor Representative: ____________ _____________

Zhang Bowen and Li Ling

Signature of the kernel owner: ____________

Zhang Weidong

Signature of the person in charge of the sponsoring business: ____________

Li Jun

Signature of the legal representative:

____________

Zhou Jie

Sponsor: Haitong Securities Co., Ltd

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