Haitong Securities Co., Ltd. about

Shengmei Semiconductor Equipment (Shanghai) Co., Ltd

Confirmed the daily related party transactions in 2024

and the 2025 annual annual routine related party transaction projection

Haitong Securities Co., Ltd. (hereinafter referred to as "Haitong Securities" or the "Sponsor") as the continuous supervision sponsor of the initial public offering of shares and listing on the Science and Technology Innovation Board of Shengmei Semiconductor Equipment (Shanghai) Co., Ltd. (hereinafter referred to as "Shengmei Shanghai" or the "Company"), in accordance with the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 11 - Continuous Supervision, and the The Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation" and other relevant provisions have verified the Company's confirmation of the daily connected transactions in 2024 and the expected daily connected transactions in 2025, as follows:

1. Basic information on daily related party transactions

(1) Deliberation procedures for the performance of routine related-party transactions

1. Deliberation of the board of directors and recusal of affiliated directors

CMS Semiconductor Equipment (Shanghai) Co., Ltd. (hereinafter referred to as the "Company") held the 17th meeting of the second session of the board of directors on February 25, 2025, and passed the "Proposal on Confirming the Routine Connected Transactions in 2024 and the Estimated Routine Connected Transactions in 2025" with 5 votes in favor, 0 votes against and 0 abstentions. AT THE BOARD MEETING, ASSOCIATE DIRECTORS HUI WANG, WANG JIAN, HAIPING DUN, AND STEPHEN SUN-HAICHIAO ABSTAINED FROM VOTING ON THE PROPOSAL, AND THE REMAINING NON-AFFILIATED DIRECTORS UNANIMOUSLY AGREED TO THE PROPOSAL.

2. Review opinions of the special meeting of independent directors

On February 24, 2025, the Company held the second meeting of the second session of the special meeting of independent directors of the Board of Directors, deliberated and approved the above proposals, and formed the following opinions: the daily related party transactions that have occurred in the Company in 2024 are fair and reasonable, follow the principles of equality, voluntariness, equivalence and compensation, and do not harm the interests of the shareholders of the Company and other non-related parties. The daily related party transactions expected to occur in 2025 are necessary for the company to carry out normal operation and management, and are based on the needs of the company's business development and production and operation, which are reasonable and necessary.

The related-party transactions are in line with the development needs of the company, will not affect the independence of the company, and the company will not rely on related parties, in line with the provisions of the China Securities Regulatory Commission, the Shanghai Stock Exchange and the company's "Measures for the Administration of Related Party Transactions", and there is no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders. We unanimously agree with the proposal and agree to submit it to the Board of Directors for consideration, and the Associated Directors shall abstain from voting while considering the said proposal.

3. Opinions of the company's audit committee

After review, the Audit Committee of the Board of Directors believes that the daily related party transactions that have occurred in 2024 are fair and reasonable, and there is no harm to the interests of shareholders of the Company and other non-related parties. It is expected that the daily related party transactions in 2025 will comply with the principles of openness, fairness and impartiality, and the transaction pricing will be fair, in line with the company's daily production and operation business needs, and will not lead to the company's dependence on related parties, nor will it adversely affect the company's independence and financial condition. We unanimously agreed to the related party transaction and agreed to submit the matter to the 17th meeting of the second board of directors of the company for deliberation.

4. Deliberation of the Board of Supervisors

After review, the Board of Supervisors believes that the daily related party transactions that have occurred in 2024 are fair and reasonable, and there is no harm to the interests of shareholders of the Company and other non-related parties. The expected daily related-party transactions in 2025 are in line with the actual situation of the Company's daily production and operation, the related-party transactions between the Company and related parties follow the market principles of fairness, impartiality and openness, the pricing basis of related-party transactions is sufficient, the prices are fair and reasonable, and the interests of the Company and all shareholders, especially small and medium-sized shareholders, are not harmed. The deliberation and voting procedures of this related party transaction are in accordance with the relevant provisions of the Company Law, the Securities Law and other laws and regulations, as well as the Articles of Association. The Board of Supervisors approved the expected matters of the Company's daily related party transactions.

5. This proposal still needs to be submitted to the general meeting of shareholders for deliberation, and related shareholders need to abstain from voting on this proposal at the general meeting of shareholders.

(2) The projection and implementation of the company's daily related party transactions in 2024

Unit: 10,000 yuan

Related Party Transactions 2024 Forecast 2024 Estimated Amount and Actual Amount

Other related persons Calculate the amount of occurrence The amount of occurrence between the amount of occurrence and the difference between the amount of occurrence occurrence

The reason for the difference

Zyjing Technology Co., Ltd. 50.00 53.20 -

Shanghai Crystalline Silicon Materials Co., Ltd. is subject to customer machine procurement

Limited to the Company and its subsidiaries 2,500.00 37.27 Changes in the purchase plan

sound

Verification is being done to the related person

Products & Merchandise Sold by ACM RESEARCH, INC. 6,600.00 - Medium

and services

Shanghai Jita Semiconductor Co., Ltd

Division (hereinafter referred to as "Jita Semiconductors 23,000.00 5.04 Note 2

body")

Subtotal 32,150.00 95.51 -

Ninebell Co., Ltd. 39,000.00 38,297.26 -

Accept related person Shengyi Semiconductor Technology (Wuxi)

Ltd. 5,400.00 5,289.17 -

Products Offered:

and services ACM RESEARCH, INC. 2,500.00 1,681.60 -

Subtotal 46,900.00 45,268.03 -

Note: 1. The above amount is excluding tax; If there is a difference in the mantissa between the sum of the partial totals and the detailed numbers in the table,

This is due to rounding.

2. Mr. Li Jiang, the former director of the company, will no longer serve as a director of Jita Semiconductor in February 2023, so Jita will be in February 2024

Semiconductors are no longer company-related.

(3) The company's daily related party transactions in 2025 are expected

Unit: 10,000 yuan

From the beginning of this year to this time, it is expected

This time it is expected to account for 2025.1.31 and 2025

Related-party related person's 2025 annual business ratio The cumulative actual business ratio of related parties in 2024 is the same as that in 2024

Easy Category Amount Example Transaction Amount Amount Incurred Actual Occurrence

The amount of the difference is comparative

Big reason

Silicon Chip Technology Co., Ltd. is subject to customer machines

Corporate 2,900.00 0.43% - 53.20 0.01% Purchasing increase

to the association

People sell Shanghai synthetic silicon materials stock by customer machines

Products, Parts Ltd. and its subsidiaries 1,300.00 0.19% - 37.27 0.01% Purchases increased shadow

Commodities and companies ring

SERVICES ACM RESEARCH, 12,000.00 1.76% - - 0.00% BUSINESS GROWTH

INC.

Subtotal 16,200.00 2.38% - 90.47 0.02% -

Accept about Ninebell Co., Ltd. 55,000.00 13.21% 1,030.31 38,297.26 11.96% Business growth

Lianren Shengyi Semiconductor Technology (N/A 10,000.00 2.40% 372.81 5,289.17 1.65% Business growth

for the production of tin) Ltd

Kimono ACM RESEARCH,

INC 2,100.00 0.50% 1,681.60 0.53% -

Subtotal 67,100.00 16.11% 1,403.11 45,268.03 14.13% -

Note: 1. The above is the amount excluding tax, and if there is any difference in the mantissa between the sum of the total number of parts in the table and the sum of the detailed numbers,

is due to rounding;

2. The calculation base of the proportion of similar businesses in 2025 is the estimated amount of similar businesses in 2025 and the same in 2024

The calculation base of the proportion of similar businesses is the actual amount of similar businesses in 2024.

2. Basic information and relationship of related persons

(1) Jingjing Technology Co., Ltd

Company name: Crystal Technology Co., Ltd

Type of business: Listed company

Founded in July 1997

Person in charge: Jiao Pinghai

Capital: NT$5,736,137,300 (Last updated Nov 26, 2024)

Residence & Major: No. 100, Longyuan 1st Road, Longtan Science Park, Taoyuan City, Taiwan, China

Office location

Main products: Semiconductor-grade polished silicon wafers, semiconductor-grade epiwafers

2023 Main Total Assets Net Assets Operating Income Net Profit

To financial data

(Unit: Xintai 26,430,776 18,162,593 10,047,814 1,108,272.)

1,000 yuan)

AFFILIATIONS JIAO, THE BROTHER OF STEPHEN SUN-HAI CHIAO, DIRECTOR OF THE COMPANY, SERVED AS THE DIRECTOR OF THE COMPANY, AND SERVED AS THE COMPANY DIRECTOR OF THE COMPANY, AND THE COMPANY SERVED AS THE COMPANY DIRECTOR OF THE COMPANY, AND THE COMPANY DIRECTOR STEPHEN SUN-HAI CHIAO, AND THE COMPANY SERVED AS THE DIRECTOR OF THE COMPANY, AND THE COMPANY SERVED AS THE COMPANY DIRECTOR

Chairman of the Board of Directors of the Company, the Company identified Jingjing Technology Co., Ltd. as a related party of the Company.

Jingjing Technology Co., Ltd. is a professional semiconductor, which is in good financial condition and has a good legal existence

Performance ability R & D, design, manufacturing and processing company of bulk silicon materials, with good performance ability and payment ability, the previous similar type

The execution of related party transactions was good. The Company will enter into relevant contracts or orders with relevant parties in connection with the above transactions

Strictly follow the agreement, and the performance of both parties has legal guarantees.

(2) Shanghai Crystalline Silicon Materials Co., Ltd

Company name: Shanghai Synthetic Silicon Materials Co., Ltd

Type of enterprise: Company limited by shares (foreign-invested, listed)

Legal representative: Liu Susheng

Registered capital 66,5458,353 (yuan)

Date of establishment December 1, 1994

Residence and main No. 558 Changta Road, Shihudang Town, Songjiang District, Shanghai

Office location

Production of electronic materials, sales of self-produced products, as well as the above-mentioned similar products wholesale, import and export trade (auction

Except for the main business, involving licensed operations with a license), road general cargo transportation. [Subject to approval in accordance with law.]

Quasi-projects, business activities can only be carried out after approval by relevant departments]

As of September 30, 2024, Silicon Technology Investment (Cayman) Corp. holds shares

The main shareholder or 48.03%, Henan Nanjing Port Equity Investment Fund Management Co., Ltd. - Henan Xinggang Sunac Venture Capital Development Actual Controller Fund (Limited Partnership) holds 29.86% of the shares, and CLP CICC (Xiamen) Intelligent Industry Equity Investment Fund Co., Ltd

The partnership (limited partnership) holds 3.22% of the shares.

2023 Main Total Assets Net Assets Operating Income Net Profit

To financial data

(Unit: 367,344.18 278,881.78 134,817.37 24,686.10.)

10,000 yuan)

STEPHEN SUN-HAI CHIAO'S BROTHER JIAO PINGHAI IS THE DIRECTOR OF THE COMPANY, AND HE IS RESPONSIBLE FOR THE SHANGHAI SYNTHETIC SILICON MATERIALS STOCK

The company identified Shanghai Crystalline Silicon Materials Co., Ltd. as a related party of the company.

Affiliations Shanghai Jingmeng Silicon Materials Co., Ltd. is a wholly-owned subsidiary of Shanghai Jingmeng Silicon Materials Co., Ltd

DIRECTOR STEPHEN SUN-HAI CHIAO'S BROTHER JIAO PINGHAI IS THE DIRECTOR OF SHANGHAI JINGMENG SILICON MATERIALS CO., LTD

The company identified Shanghai Jingmeng Silicon Materials Co., Ltd. as a related party of the company.

Shanghai Crystalline Silicon Materials Co., Ltd. is a professional company that exists in accordance with the law and operates normally, with a good financial condition

Semiconductor silicon material R&D, design, manufacturing and processing company with good performance ability and payment ability. public

The company will sign relevant contracts or orders with relevant parties for the above transactions and strictly implement them in accordance with the agreement, and both parties will perform them

The covenant has legal guarantees.

(3) ACM RESEARCH, INC.

COMPANY NAME: ACM RESEARCH, INC.

Type of business: Listed company

CHAIRMAN HUI WANG

Date of establishment January 18, 1998

The office address is 42307 Osgood Road, Suite #I, ROOM A, Fremont, CA 94539

Registered address c/o Corporation Service Company, 251 Little Falls Drive, County of New Castle,

Wilmington, Delaware 19808

2023 Main Total Assets Net Assets Operating Income Net Profit

To financial data

(Unit: 1,490,908 926,162 557,723 96,852.)

Meta)

Affiliation ACM RESEARCH, INC. is the controlling shareholder of the company, holding 81.53% of the shares, and the company will be ACM

RESEARCH, INC. IS RECOGNIZED AS A RELATED PARTY OF THE COMPANY.

ACM RESEARCH, INC. is the controlling shareholder of the Company, which is legally existing and operating in normal operation and in financial condition

The performance ability is good, with good performance ability, and the execution of the previous similar related party transaction is good. The Company will make a decision on the above

The transaction is subject to the law by signing relevant contracts or orders with relevant parties and executing them in strict accordance with the agreement

Guarantee.

(4) Ninebell Co., Ltd.

Company name Ninebell Co., Ltd.

It was capitalized at KRW 500 million

Date of establishment October 15, 1997

Residence & Main Building 2, Seongnam Center Business Building, Seongnam City, Gyeonggi-do, South Korea B-101, 122~132, 614~

Office location 616

Main business Design and manufacture of semiconductor/industrial robots, semiconductor equipment front-end modules, deep learning backbone networks;

Automation and equipment for the semiconductor, solar and biological industries.

The major shareholder or Choi Moon-so holds 40%, ACM RESEARCH, INC. holds 20%, and Choi Dong-Won

The actual controller holds 20% and the company holds 20%.

In 2023, the financial data of the counterparty was kept confidential and could not be obtained.

To financial data

Affiliations The company holds 20% of the equity of Ninebell Co., Ltd., and the chairman of the board of directors of the company, HUI WANG

Director of Ninebell Co., Ltd., which is recognized by the Company as an affiliate of the Company.

Ninebell Co., Ltd. is legally existing and operating normally, with good financial conditions, and is mainly engaged in semiconductors

Performance ability The production and sales of parts and components of the equipment have good performance ability, and the implementation of the previous similar related party transactions

Good. The Company will sign relevant contracts or orders with relevant parties for the above transactions and strictly follow the agreement

Yes, there is a legal guarantee for the performance of the contract between the two parties.

(5) Shengyi Semiconductor Technology (Wuxi) Co., Ltd

Company name: Shengyi Semiconductor Technology (Wuxi) Co., Ltd

Type of business: Limited liability company

Legal representative: Wang Beiyi

The registered capital is 5,486,554 RMB

Date of Establishment October 29, 2018

Residence and main No. 200 Linghu Avenue, Xinwu District, Wuxi City, No. F7, China Internet of Things International Innovation Park

Office location

semiconductor technology development, technical services, technical consulting, technology transfer; Production and sales of semiconductor equipment

sales, installation, maintenance, testing; Electronic products, mechanical and electrical equipment, mechanical equipment and accessories, instruments and meters,

Chemical raw materials and products (hazardous chemicals business license), metal materials, environmental protection equipment, metals

Products, rubber and plastic products, mechanical and electrical equipment, Wujinjiaodian, building materials, chemical raw materials (except dangerous goods),

Main business Sales of fire-fighting equipment, packaging materials, furniture supplies, office supplies, daily necessities, and cleaning supplies;

Self-management and agency of import and export of various commodities and technologies (the state restricts the operation of the company or prohibits the import and export of business

except for products and technologies). (For projects subject to approval in accordance with the law, business can only be carried out after approval by relevant departments.)

Activities) Permitted projects: all kinds of engineering construction activities (projects subject to approval in accordance with the law, approved by relevant departments

Business activities can only be carried out after approval, and the specific business projects are subject to the approval results) General projects: work

process management services (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)

The main shareholder or Wang Beiyi holds 77.46% of the shares, the company holds 15.00% of the shares, and Wuxi Zhonghe Yiming Consulting Management Partnership (yes

The actual controller limited partnership) holds 5.47% of the shares, and Wuxi Xinchuang Xingchen Phase I Investment Fund (Limited Partnership) holds 1.97% of the shares.

Wuxi Dianshi Win-Win Consulting Services Partnership (Limited Partnership) holds 0.10% of the shares.

In 2023, the financial data of the counterparty was kept confidential and could not be obtained.

To financial data

The company holds 15.00% of the shares of Shengyi Semiconductor Technology (Wuxi) Co., Ltd., and the company's senior executives

Affiliation Mingzhu serves as its director, and the company identifies Shengyi Semiconductor Technology (Wuxi) Co., Ltd. as an associate of the company

Square.

Shengyi Semiconductor Technology (Wuxi) Co., Ltd. exists in accordance with the law and operates normally, and its financial situation is good

Performance ability to engage in the production and sales of parts and components of semiconductor special equipment, with good performance ability, the previous similar type

The execution of related party transactions was good. The Company will enter into relevant contracts or orders with relevant parties in connection with the above transactions

Strictly follow the agreement, and the performance of both parties has legal guarantees.

3. The main content of daily related party transactions

(1) The main content of the related party transaction

The Company sells products, goods and services to related parties based on the needs of business development, accepts products and services provided by related parties, and the pricing of related party transactions follows the principles of equality, voluntariness, equivalence and compensation, the terms determined in the relevant agreements or contracts are fair and reasonable, and the prices of related party transactions are determined in accordance with the market pricing principle.

(2) The signing of the related party transaction agreement

After the approval of the board of directors and the general meeting of shareholders of the company, the company will sign specific daily related party transaction contracts or orders with related parties on the specific content of the transaction and according to the development of the business.

Fourth, the purpose of daily related party transactions and the impact on the company

The daily transactions between the Company and the above-mentioned related parties are normal business activities, which support the production, operation and sustainable development of the Company to a certain extent, and are conducive to the stability of the Company's normal operation. The above-mentioned daily related party transactions of the Company follow the principles of openness, fairness and impartiality, negotiate pricing with reference to market prices, and will not harm the interests of the Company and all shareholders, especially small and medium-sized shareholders, and the Company shall maintain independence from the above-mentioned related parties, and the above-mentioned related party transactions will not affect the independence of the Company, and the Company's main business will not rely on related parties as a result of such transactions.

5. Verification opinions of the sponsor institution

After verification, the sponsor believes that the related party transaction has been deliberated and approved by the special meeting of the board of directors, the board of supervisors and independent directors of the company, and the affiliated directors and affiliated supervisors have abstained from voting and will be submitted to the general meeting of shareholders for deliberation, and the decision-making procedures are in accordance with the "Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange", "Self-Regulatory Guidelines for Listed Companies on the Shanghai Stock Exchange No. 11 - Continuous Supervision", "Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation" and "Articles of Association" and the company's related party transaction management system and other relevant regulations; The aforesaid related-party transactions are carried out based on the needs of the company's operation and management, and the pricing of related-party transactions follows the principle of marketization. The sponsor has no objection to the company's related party transaction, which needs to be reviewed and approved by the company's general meeting of shareholders before it can be implemented.

(No text below)

(There is no text on this page, it is the signed and stamped page of the "Verification Opinion of Haitong Securities Co., Ltd. on Shengmei Semiconductor Equipment (Shanghai) Co., Ltd.'s Confirmation of Routine Connected Transactions in 2024 and Expected Routine Connected Transactions in 2025")

Signature of the Sponsor Representative:

Zhang Bowen and Li Ling

Haitong Securities Co., Ltd

date