Stock code: 688082 Stock abbreviation: Shengmei Shanghai

Meeting materials of the first extraordinary general meeting of shareholders of Shengmei Semiconductor Equipment (Shanghai) Co., Ltd. in 2025

February 2025

Shengmei Semiconductor Equipment (Shanghai) Co., Ltd

Notice to the First Extraordinary General Meeting of Shareholders in 2025

In order to safeguard the legitimate rights of all shareholders, ensure the normal order and efficiency of the general meeting of shareholders, and ensure the smooth progress of the general meeting, in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Rules of the General Meeting of Shareholders of Listed Companies, the Articles of Association of SEMEI Semiconductor Equipment (Shanghai) Co., Ltd., the Rules of Procedure of the General Meeting of Shareholders of SEMEI Semiconductor Equipment (Shanghai) Co., Ltd. and other relevant regulations, CEMEI Semiconductor Equipment (Shanghai) Co., Ltd. (hereinafter referred to as the "Company") is hereby formulated Notice of the First Extraordinary General Meeting of Shareholders in 2025:

1. In order to confirm the attendance qualifications of shareholders or their agents or other attendees attending the general meeting, the meeting staff will conduct the necessary verification of the identities of the participants attending the meeting, and ask the checked persons to cooperate.

2. In order to ensure the seriousness and normal order of the general meeting and effectively safeguard the legitimate rights and interests of shareholders, shareholders attending the meeting or their agents or other attendees are requested to arrive at the venue on time to sign in to confirm their qualifications.

3. The meeting shall deliberate and vote on the motions in the order listed in the notice of the meeting.

4. Shareholders and their representatives participate in the general meeting of shareholders and enjoy the right to speak, question, vote and other rights in accordance with the law. Shareholders and their representatives participating in the general meeting of shareholders shall conscientiously perform their statutory obligations, shall not infringe upon the legitimate rights and interests of the company and other shareholders and shareholders' representatives, and shall not disturb the normal order of the general meeting of shareholders.

5. Shareholders and their representatives who request to speak shall speak only with the permission of the presiding officer of the meeting in accordance with the agenda of the meeting. If more than one shareholder and the shareholder's representative request to speak at the same time, the one who raises his hand first shall speak; If the presiding officer cannot be determined, the moderator shall designate the speaker. Only shareholders and shareholders' proxies will be accepted to speak or ask questions during the meeting. Shareholders and their representatives should speak or ask questions on the topic of the meeting, be concise and to the point, and the time should not exceed 5 minutes in principle.

6. When shareholders and their representatives request to speak, they shall not interrupt the report of the rapporteur of the meeting or the speeches of other shareholders and their representatives, and the shareholders and their representatives shall not speak when voting at the general meeting of shareholders.

If the shareholders and their representatives violate the provisions of this article, the presiding officer of the meeting has the right to refuse or stop them.

7. The moderator may arrange for the company's directors, supervisors and senior managers to answer the questions raised by shareholders. The moderator or his/her designated personnel have the right to refuse to answer questions that may disclose the company's trade secrets and/or insider information and damage the common interests of the company and shareholders.

8. Shareholders and shareholders' representatives attending the general meeting of shareholders shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain. Shareholders present at the event must sign the name or names of the shareholders on the voting ballot. Votes that are not filled, filled in incorrectly, illegible, or not cast are deemed to have waived the voting rights of the voter, and the voting results of the shares held by the voter shall be counted as "abstention".

9. The general meeting of shareholders adopts a combination of on-site voting and online voting, and issues an announcement on the resolution of the general meeting of shareholders in combination with the voting results of on-site voting and online voting.

10. In order to ensure the solemnity and normal order of the general meeting of shareholders, the company has the right to refuse other persons to enter the meeting venue in accordance with the law, except for shareholders and shareholders' representatives, directors, supervisors, senior managers, lawyers and persons invited by the board of directors.

11. The meeting was witnessed and issued by the practicing lawyers of the law firm hired by the company.

12. During the meeting, participants should pay attention to maintaining the order of the venue, do not move around at will, adjust the mobile phone to mute state, refuse personal audio and video recording and taking pictures during the meeting, and the participants should leave the venue after the conference without special reasons. The staff of the meeting have the right to stop the acts that interfere with the normal procedures of the meeting, pick quarrels and provoke troubles, or infringe on the legitimate rights and interests of other shareholders, and report to the relevant departments for handling.

13. The expenses incurred by shareholders in attending the general meeting of shareholders shall be borne by the shareholders. The Company does not distribute gifts to shareholders attending shareholders' meetings, and is not responsible for arranging accommodations for shareholders attending shareholders' meetings, and treats all shareholders equally.

14. For the specific content of the registration method and voting method of this general meeting of shareholders, please refer to the Notice of Shengmei Semiconductor Equipment (Shanghai) Co., Ltd. on Convening the First Extraordinary General Meeting of Shareholders in 2025 (Announcement No.: 2025-006) disclosed by the company on the website of the Shanghai Stock Exchange on January 11, 2025.

Shengmei Semiconductor Equipment (Shanghai) Co., Ltd

Agenda for the 1st Extraordinary General Meeting of Shareholders in 2025

1. Time, place and voting method of the meeting

(1) On-site meeting time: 10:30 on February 11, 2025

(2) On-site meeting place: Conference room, Building B2, Lane 999, Dangui Road, China (Shanghai) Pilot Free Trade Zone (3) Meeting convener: Board of Directors of Shengmei Semiconductor Equipment (Shanghai) Co., Ltd

(4) MODERATOR: HUI WANG, CHAIRMAN OF THE BOARD

(5) The online voting system, start and end time, and voting time

Online voting system: the online voting system of the general meeting of shareholders of the Shanghai Stock Exchange

Online voting starts and ends from February 11, 2025 to February 11, 2025

Using the online voting system of the Shanghai Stock Exchange, the voting time through the voting platform of the trading system is the trading time of the day of the general meeting of shareholders, that is, 9:15-9:25, 9:30-11:30, 13:00-15:00, and the voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.

2. Agenda of the meeting

(1) Sign-in of participants

(2) The presiding officer announces the opening of the meeting and reports to the general meeting the number of shareholders attending the on-site meeting and the number of voting rights held

(3) Read out the instructions for the general meeting of shareholders

(D) the election of tellers and scrutineers

(5) To deliberate on the proposals of the meeting:

1. Review the "Proposal on Terminating Part of the Fundraising Projects and Changing the Raised Funds to Other Fundraising Projects"

2. Reviewed the "Resolution on Extending the Company's 2024 General Meeting of Shareholders to Issue A Shares to Specific Targets."

Proposal on the validity period》

3. Deliberate on the "Proposal to the General Meeting of Shareholders to Extend the Authorization of the Board of Directors and its Authorized Persons to Handle the Submission of the Request."

Proposal on the validity period of matters related to the issuance of A shares by specific targets》

(6) Speeches and questions from shareholders and shareholders' representatives

(7) Shareholders and shareholders' representatives at the meeting vote on various proposals

(8) Adjournment (Statistical Voting Results)

(9) Resuming the meeting, announcing the voting results of the meeting, and passing the motion

(10) The presiding officer reads out the resolution of the general meeting of shareholders

(11) Witness the lawyer's reading of the legal opinion

(12) Sign the documents of the meeting

(13) End of the meeting

Proposal 1: Proposal on terminating some fundraising projects and changing the raised funds to other fundraising projects

Dear Shareholders,

First, the basic situation of the funds raised

With the approval of the China Securities Regulatory Commission on the approval of the registration of the initial public offering of shares of Shengmei Semiconductor Equipment (Shanghai) Co., Ltd. (Zheng Jian Xu Xu [2021] No. 2689), the company publicly issued 43,355,753 RMB ordinary shares (A shares) to the public at an issue price of RMB 85.00 per share, raising a total of RMB 3,685,239,005.00, and the net amount of funds raised after deducting the issuance expenses was RMB 3. 481,258,520.34 yuan. The above-mentioned raised funds have been verified by Lixin Certified Public Accountants (Special General Partnership) and issued the "Capital Verification Report" of Xinhuishi Bao Zi [2021] No. ZI10561.

In order to standardize the management and use of the company's raised funds and protect the rights and interests of investors, the company has set up a special account for raised funds, and signed the "Tripartite Supervision Agreement on the Storage of Special Accounts for Raised Funds" with sponsors and commercial banks depositing raised funds. After the raised funds are received, they have all been deposited in the special account for raising funds approved by the board of directors of the company.

2. The investment project of the raised funds

According to the "Prospectus for the Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board of Shengmei Shanghai", "Announcement on the Use of Part of the Over-raised Funds to Invest in the Construction of New Projects" (Announcement No.: 2022-019), "Announcement on the Use of Part of the Over-raised Funds to Increase the Capital of Wholly-owned Sun Companies to Implement New Projects" (Announcement No.: 2023-015) and "Announcement on the Use of Over-raised Funds to Increase the Investment Amount of Fund-raising Projects and Adjust the Implementation Progress of Fund-raising and Investment Projects" (Announcement No.: 2023-043), The proceeds from the Company's initial public offering of RMB ordinary shares (A shares) will be used for the following items after deducting the issuance expenses:

Unit: 10,000 yuan

Serial No. Project Name Originally Proposed to Raise Funds After Adjustment, Funds to be Raised

1 Senmei Semiconductor Equipment R&D and Manufacturing Center 70,000.00 120,000.00

2 Shengmei Semiconductor's high-end semiconductor equipment R&D project 45,000.00 45,000.00

3 Replenishment of liquidity 65,000.00 65,000.00

4 R&D projects for the expansion of high-end semiconductor equipment 73,087.15 73,087.15

Serial No. Project Name Originally Proposed to Raise Funds After Adjustment, Funds to be Raised

5 SEMI Korea Semiconductor Equipment R&D & Manufacturing Center 24,500.00 24,500.00

Total 277,587.15 327,587.15

3. Investment in investment projects with raised funds

As of September 30, 2024, the company's investment in fundraising projects is as follows:

Unit: 10,000 yuan

Serial No. Project Name Project Implementation Entity Proposed Use of Raised Funds Cumulative Investment Amount Investment Progress

Gold amount

1 Shengmei Semiconductor Equipment R&D and Shengwei Semiconductor Equipment 120,000.00 121,649.30 101.37%

Manufacturing Center (Shanghai) Co., Ltd

2 Shengmei Semiconductor High-end Semiconductor Company 45,000.00 45,456.13 101.01%

Equipment R&D projects

3 Replenishment of liquidity Company 65,000.00 65,000.00 100.00%

4 High-end semiconductor equipment development company 73,087.15 74,394.64 101.79%

development project

ACM Research Kore

5 SEMI Korea Semiconductor Equipment R&D A CO.,LTD. (below 24,500.00 0 0.00%

Development & Manufacturing Center Abbreviated as "Sheng Mei Han."

country")

Total 327,587.15 306,500.07 -

Note: The reason why the cumulative investment progress of the above-mentioned raised funds is greater than 100% is due to the use of financial income in the raised funds account

Interest income.

Fourth, the change of the use of the raised funds involves the project and the change of the raised funds

(1) "Shengmei Korea Semiconductor Equipment R&D and Manufacturing Center".

The company held the third meeting of the second board of directors and the third meeting of the second board of supervisors on February 23, 2023

At the meeting, the meeting deliberated and passed the "Proposal on Using Part of the Over-raised Funds to Increase Capital to Wholly-owned Sun Company to Implement New Projects".

case", agreeing that the company will over-raise funds of RMB 245.00 million (equivalent to about 46.295 billion won, temporarily

The exchange rate on the date of the board of directors' deliberation is calculated, and the specific foreign currency amount is subject to the exchange rate on the day of the capital increase) to the wholly-owned grandson company Shengmei

Korea increased its capital to build and implement the project of "Shengmei Korea Semiconductor Equipment R&D and Manufacturing Center" (hereinafter referred to as "Shengmei Korea Semiconductor Equipment R&D and Manufacturing Center".

"the project"), and agreed to license the existing mature technology to CM Korea by way of technology licensing,

It is applied to the R&D and production of this project. The proposal was deliberated and approved by the company's second extraordinary general meeting of shareholders in 2023 on March 29, 2023. For details, please refer to the "Announcement on Using Part of the Over-raised Funds to Increase Capital to Wholly-owned Sun Companies to Implement New Projects" (Announcement No.: 2023-015) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on February 25, 2023.

The total planned investment of this project is 24,500.00 yuan, and the source of funds is the over-raised funds raised by the company's initial public offering of shares. So far, the funds raised for the project have not been invested.

(2) "Shengmei Semiconductor Equipment R&D and Manufacturing Center".

According to the "Prospectus for the Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board", the total planned investment of "Shengmei Semiconductor Equipment R&D and Manufacturing Center" is 882.45 million yuan, of which 70,000.00 yuan will be raised by the raised funds. On October 26, 2023, the company held the sixth meeting of the second board of directors and the sixth meeting of the second board of supervisors, and deliberated and approved the "Proposal on Using Over-raised Funds to Increase the Investment Amount of Fund-raising Projects and Adjust the Implementation Progress of Fund-raising and Investment Projects", and agreed to use over-raised funds of RMB 50,000.00 for the construction of "Shengmei Semiconductor Equipment R&D and Manufacturing Center" and adjust the implementation progress of the project. The proposal was deliberated and approved by the company's third extraordinary general meeting of shareholders in 2023 on November 28, 2023. For details, please refer to the "Announcement on Using Over-raised Funds to Increase the Investment Amount of Fund-raising Projects and Adjusting the Implementation Progress of Fund-raising and Investment Projects" (Announcement No.: 2023-043) disclosed by the Company on the website (www.sse.com.cn) of the Shanghai Stock Exchange on October 28, 2023. After the adjustment, the total investment of "Shengmei Semiconductor Equipment R&D and Manufacturing Center" is 156,890.00 yuan, of which 120,000.00 yuan is invested by the raised funds, and the remaining part is made up by the company with its own funds or self-raised funds. As of September 30, 2024, the project has invested a total of 121,649.30 yuan (including interest) in raised funds, and the progress of raised funds is 101.37%.

(3) Changes in the raised funds

After the termination of the "SEMEI Korea Semiconductor Equipment R&D and Manufacturing Center", the company will invest 245.00 million yuan in this project to raise funds (the specific amount is subject to the balance of the special account of the project at the time of actual carryover) for the construction of the "SEMEI Semiconductor Equipment R&D and Manufacturing Center" project. After the change, the total investment of "Shengmei Semiconductor Equipment R&D and Manufacturing Center" will remain unchanged at 156,890.00 yuan, and the amount of raised funds will increase to 144,500.00 yuan, and the remaining part will be made up by the company with its own funds or self-raised funds.

5. The reasons for the termination and change of the use of the raised funds

(1) The reason for the termination of the project of "Shengmei Korea Semiconductor Equipment R&D and Manufacturing Center".

1. This project involves overseas investment, and it is necessary to transfer funds overseas and deposit them in overseas banks, which requires

The company, the sponsor institution, CMS Korea and overseas banks signed a four-party supervision agreement on raising funds. However, due to the differences in the legal systems of China and South Korea, the company encountered certain difficulties in finding qualified offshore banks and in drafting and signing a four-party regulatory agreement. After several rounds of negotiations, the signing of the four-party regulatory agreement on the raised funds will not be completed until the end of June 2024. This delay affected the timely availability of project funds, which in turn delayed the construction and implementation of the project.

2. Due to the changes in the global business environment in the first half of 2024, the company believes that the large-scale fixed asset investment in SEMEI Korea through the "SEMEI Korea Semiconductor Equipment R&D and Manufacturing Center" project will face risks at this time. On December 2, 2024, the company and Shengmei Korea were included in the "Entity List" by the U.S. Bureau of Industry and Security (BIS), which also confirmed the company's prediction in the early stage.

Based on the above reasons, in order to better safeguard the interests of the company and shareholders, avoid the risks caused by changes in the global business environment, and improve the efficiency of the use of raised funds, the company decided to terminate the project of "Shengmei Korea Semiconductor Equipment R&D and Manufacturing Center" after careful research. The company will continue to pay attention to the development opportunities in overseas markets, and will optimize the global layout strategy to promote international development in a more stable and flexible way.

(2) The reason for changing the raised funds to the project of "Shengmei Semiconductor Equipment R&D and Manufacturing Center".

The main building of the "Shengmei Semiconductor Equipment R&D and Manufacturing Center" project has been basically completed, and the interior decoration of the remaining part of the building, the procurement, commissioning and installation of some equipment, and the greening project on the top and around the building have yet to be completed. In order to ensure the smooth progress of the project and accelerate the overall production progress of the project, the company plans to change the raised funds of 245 million yuan originally planned to be invested in the "Shengmei Korea Semiconductor Equipment R&D and Manufacturing Center" to the "Shengmei Semiconductor Equipment R&D and Manufacturing Center". This change is based on the consideration of improving the efficiency of the use of raised funds and optimizing the allocation of resources, which will help accelerate the construction progress of the project and ensure the realization of the company's capacity construction goals.

6. The impact of this change on the company

The proposed termination of the "SEMI Korea Semiconductor Equipment R&D and Manufacturing Center" project, and the proposed investment of 245 million yuan in the project (the specific amount is subject to the balance of the special account of the project at the time of actual carryover) for the construction of the "SEMI Semiconductor Equipment R&D and Manufacturing Center" is a prudent decision made by the company in combination with the objective situation of the global business environment and the overall development strategic layout. This change aims to avoid potential risks and further improve the efficiency of the use of raised funds, optimize the allocation of funds and resources, and accelerate the progress of project construction.

This project change is a decision made based on the principle of prudence, which will help accelerate the formation of R&D and production capacity of Shengmei Semiconductor Equipment R&D and Manufacturing Center, further enhance its core competitiveness, and will not have a substantial adverse impact on the normal development of the company's existing business. The company will continue to strengthen the supervision and management of the construction progress of the project.

Ensure the maximization of the use of raised funds, promote the steady realization of the company's strategic objectives, and effectively safeguard the long-term interests of all shareholders.

Please consider the above proposals.

Shengmei Semiconductor Equipment (Shanghai) Co., Ltd

board of directors

February 11, 2025

Proposal 2: The resolution on extending the company's 2024 annual shareholders' meeting on the issuance of A shares to specific targets is valid

period of motion

Dear Shareholders,

1. The validity period of the resolution of the general meeting of shareholders of the company to issue A shares to specific targets in 2024

On January 25, 2024, the company held the eighth meeting of the second session of the board of directors to deliberate and pass the "Proposal on the Company's 2024 Plan for Issuing A Shares to Specific Targets" and "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 Targets with Full Authority" and other related matters, and deliberated and passed the "Proposal on the Company's 2024 Plan for Issuing A Shares to Specific Objects" at the eighth meeting of the second board of supervisors held on the same day. And on February 22, 2024, the first extraordinary general meeting of shareholders in 2024 was held to deliberate and pass the above proposals. According to the resolution of the first extraordinary general meeting of shareholders in 2024, the validity period of the company's issuance resolution is 12 months, calculated from the date of deliberation and approval of the general meeting of shareholders, that is, the above validity period will expire on February 22, 2025.

2. Extending the validity period of the resolution of the general meeting of shareholders of the company to issue A shares to specific targets in 2024

In view of the fact that the validity period of the resolution of the general meeting of shareholders of the company to issue shares to specific objects is about to expire, and the company has not yet completed the issuance of shares to specific objects, in order to ensure the continuous, effective and smooth progress of the company's follow-up work of this issuance, the company intends to extend the validity period of the resolution on the issuance of shares to specific objects for 12 months from the date of expiration of the original validity period to February 22, 2026. In addition to extending the validity period of the resolution and the validity period of the authorization to handle matters related to the issuance, the content of other matters and other authorized matters of the company's issuance of A shares to specific targets remain unchanged.

Please consider the above proposals.

Shengmei Semiconductor Equipment (Shanghai) Co., Ltd

board of directors

February 11, 2025

Proposal 3: Regarding the proposal to the general meeting of shareholders to extend the authorization of the board of directors and its authorized persons to handle the specific to the meeting

Proposal on the validity period of matters related to the issuance of A shares

Dear Shareholders,

1. The validity period of the authorization related to the issuance of A shares by the company to specific targets in 2024

On January 25, 2024, the company held the eighth meeting of the second session of the board of directors to deliberate and pass the "Proposal on the Company's 2024 Plan for Issuing A Shares to Specific Targets" and "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 Targets with Full Authority" and other related matters, and deliberated and passed the "Proposal on the Company's 2024 Plan for Issuing A Shares to Specific Objects" at the eighth meeting of the second board of supervisors held on the same day. And on February 22, 2024, the first extraordinary general meeting of shareholders in 2024 was held to deliberate and pass the above proposals. According to the resolution of the first extraordinary general meeting of shareholders in 2024, the general meeting of shareholders of the company authorized the board of directors and its authorized persons to handle matters related to this issuance for a period of 12 months, calculated from the date of deliberation and approval of the general meeting of shareholders, that is, the above validity period will expire on February 22, 2025.

2. Extend the validity period of the authorization related to the issuance of A shares by the Company to specific targets in 2024

In view of the fact that the validity period of the relevant authorization for the issuance of shares by the company to specific objects is about to expire, and the company has not yet completed the issuance of shares to specific objects, in order to ensure the continuous, effective and smooth progress of the follow-up work of the company's issuance, the company intends to extend the validity period of the authorization for issuance-related matters by 12 months from the date of expiration of the original validity period to February 22, 2026. In addition to extending the validity period of the resolution and the validity period of the authorization to handle matters related to the issuance, the content of other matters and other authorized matters of the company's issuance of A shares to specific targets remain unchanged.

Please consider the above proposals.

Shengmei Semiconductor Equipment (Shanghai) Co., Ltd

board of directors

February 11, 2025