Stock code: 688082 Stock abbreviation: Shengmei Shanghai

Shengmei Semiconductor Equipment (Shanghai) Co., Ltd.

Information of the First Extraordinary General Meeting of Shareholders in 2023

February 2023

Shengmei Semiconductor Equipment (Shanghai) Co., Ltd.

Notice for the First Extraordinary General Meeting of Shareholders in 2023

In order to safeguard the legal rights of all shareholders, ensure the normal order and efficiency of the shareholders' meeting, and ensure the smooth progress of the meeting, according to the the People's Republic of China Company Law, the the People's Republic of China Securities Law, the rules of shareholders' meetings of listed companies (revised in 2022), the articles of Association of Shengmei Semiconductor equipment (Shanghai) Co., Ltd., the rules of procedure of the shareholders' meeting of Shengmei Semiconductor equipment (Shanghai) Co., Ltd, shengmei Semiconductor Equipment (Shanghai) Co., Ltd. (hereinafter referred to as the "Company") hereby formulates the instructions for the first extraordinary general meeting of shareholders in 2023:

1. In order to confirm the qualifications of shareholders or their agents or other attendees attending the meeting, the meeting staff will make necessary checks on the identities of those attending the meeting, and the checked persons are requested to cooperate.

In order to ensure the seriousness and normal order of the meeting and effectively safeguard the legitimate rights and interests of shareholders, the 2. requests the shareholders or their agents or other attendees attending the meeting to sign in at the venue on time to confirm their qualification for participation. Before the host of the meeting announces the number of shareholders and agents attending the meeting and the number of voting rights held, the registration of the meeting shall be terminated.

The 3. meeting shall consider and vote on the proposals in the order listed in the notice of the meeting.

4. shareholders and their proxies shall have the right to speak, question and vote at the general meeting of shareholders in accordance with the law. Shareholders and shareholders' agents attending the general meeting of shareholders shall conscientiously perform their legal obligations, shall not infringe upon the legitimate rights and interests of the company and other shareholders and shareholders' agents, and shall not disturb the normal order of the general meeting of shareholders.

5. shareholders and their proxies who request to speak shall be allowed to speak in accordance with the agenda of the meeting and with the permission of the presiding officer. When multiple shareholders and shareholder proxies request to speak at the same time, the person who raised his hand first will speak; when the order cannot be determined, the host will designate the speaker. Only statements or questions from shareholders and their proxies will be accepted during the meeting. The speeches or questions of shareholders and their agents should be made around the topics of this meeting, which should be concise and to the point, and the time should not exceed 5 minutes in principle.

When 6. shareholders and shareholders' agents request to speak, they shall not interrupt the report of the meeting reporter or the speeches of other shareholders and shareholders' agents. Shareholders and shareholders' agents shall no longer speak when voting at the general meeting of shareholders.

If a shareholder or a shareholder's agent violates the provisions of this article, the presiding officer of the meeting shall have the right to refuse or stop it.

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

8. shareholders and shareholders' agents 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 scene must sign the name or name of the shareholder on the ballot. Unfilled, misfilled, illegible voting votes, and uncast voting votes are deemed to be waived by the voter, and the voting result of the shares held by him is counted as "abstention".

9. the general meeting of shareholders to take a combination of on-site voting and online voting, combined with the voting results of on-site voting and online voting to release the announcement of the resolutions of the general meeting of shareholders.

In order to ensure the seriousness and normal order of the general meeting of shareholders, the 10. has the right to refuse other personnel to enter the meeting, except for the shareholders and their agents, directors, supervisors, senior managers, appointed lawyers and personnel invited by the board of directors.

The meeting was witnessed and issued by a practicing lawyer of a law firm hired by the Company.

Twelve, during the meeting participants should pay attention to maintain the order of the venue, do not walk around at will, adjust the mobile phone to mute state, during the meeting to decline personal recording, video recording and photography, participants should leave the venue after the end of the meeting without special reasons. The staff of the meeting shall have the right to stop any act that interferes with the normal procedure of the meeting, provokes trouble or infringes upon the legitimate rights and interests of other shareholders, and report to the relevant departments for handling.

The expenses incurred by the shareholders in attending this general meeting shall be borne by the shareholders themselves. The Company does not issue gifts to shareholders attending the general meeting of shareholders, is not responsible for arranging accommodation for shareholders attending the general meeting of shareholders, and treats all shareholders equally.

14. For the specific contents of the registration method and voting method of this shareholders' meeting, please refer to the notice of Shengmei Semiconductor equipment (Shanghai) Co., Ltd. on convening the first interim shareholders' meeting in 2023 (announcement No. 2023-008) disclosed by the company on the website of the Shanghai Stock Exchange on February 7, 2023.

15. Shareholders and shareholders' agents who have not completed the registration of the meeting within the above-mentioned registration deadline will not be able to participate in this general meeting of shareholders on the spot, but they can still participate in this general meeting of shareholders through online voting.

Shengmei Semiconductor Equipment (Shanghai) Co., Ltd.

Agenda for the First Extraordinary General Meeting of Shareholders in 2023

1. meeting time, place and voting method

(I) on-site meeting time: February 23, 2023, 13:00

Venue of the (II) site meeting: Conference Room, 5th Floor, Building 4, 1690 Cai Lun Road, Shanghai Pilot Free Trade Zone

(III) Convener: Board of Directors of Shengmei Semiconductor Equipment (Shanghai) Co., Ltd.

(IV) meeting host: Chairman HUI WANG

(V) network voting system, starting and ending time and voting time

Online voting system: Shanghai Stock Exchange shareholders' meeting online voting system

Online voting start and end time: from February 23, 2023 to February 23, 2023

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 period on the day of the shareholders' meeting, that is, 9:15-9:25,9:30-11:30,13:00-15:00; the voting time through the Internet voting platform is 9:15-15:00 on the day of the shareholders' meeting.

2. meeting agenda

(I) participants sign in

(II) the presiding officer to announce the start of the meeting and report to the meeting the number of shareholders present and the number of voting rights held by them.

The (III) reads out the notice of the general meeting of shareholders.

(IV) election of tellers and scrutineers

The (V) considered the various bills of the meeting item by item:

1. Consideration of the Bill on the Acquisition of Equity and Joint Investment with Related Persons

Statements and questions from shareholders and proxies at the (VI) meeting

(VII) shareholders and shareholders' proxies at the meeting to vote on various proposals

(VIII) adjournment (counting voting results)

Resumed (IX), announcement of voting results and passage of bills

The (X) host read out the resolution of the general meeting of shareholders

(xi) Witness the reading of a legal opinion by a lawyer

(12) Signing of Conference Documents

(xiii) End of the session

Proposal 1: Proposal on Acquisition of Equity and Joint Investment with Related Persons

Dear Shareholders:

Overview of 1. Related Transactions

According to the needs of the company's development strategy, in order to further improve the company's industrial layout in the field of semiconductor equipment, enhance the company's sustainable development ability and comprehensive competitive advantage, the company plans to transfer its own funds of US $16.7373 million

Ninebell held by Choi Moon-soo, Kang Young-sook and Choi Ho-yeon, respectively, Co., Ltd.

(hereinafter referred to as "Ninebell") 13%, 5% and 2% equity interests. After the transfer is completed, the company will hold a 20% stake in the Ninebell.

Ninebell is a major supplier of the company's key components, robotic arms. ACMRESEARCH, INC.(hereinafter referred to as "ACMR"), the controlling shareholder of the company, holds 20% of its equity. Therefore, this transaction is a joint investment with a related party, which constitutes a related party transaction, but does not constitute a major asset reorganization, and there are no major legal obstacles to the implementation of the transaction.

As of this related party transaction, the joint investment transactions with related parties between the company and the same related party or with different related parties in the past 12 months have not reached more than 30 million yuan, and have not exceeded the company's latest audited total assets or 1% of the market value.

On February 3, 2023, the second meeting of the second board of directors and the second meeting of the second board of supervisors of the company deliberated and passed the "Proposal on Acquisition of Equity and Joint Investment with Related Persons". Related directors HUI WANG, Wang Jian, HAIPING DUN and related supervisor TRACY DONG LIU avoided voting. The independent directors have made prior recognition of the matter and issued an independent opinion of consent.

Basic information of 2. related persons

(I) association description

ACMR is the controlling shareholder of the Company with a shareholding of 82.50, and ACMR is a related party of the Company in accordance with the Rules Governing the Listing of Shares on the Shanghai Stock Exchange's CRE Board. As of the disclosure date of the announcement, there is no other relationship between the related party and the company in terms of assets, creditor's rights and debts, personnel, etc., except that HUI WANG, the actual controller and chairman of the company, and DUN, the HAIPING of directors, and TRACY DONG LIU, the supervisor, are directors of ACMR.

(II) basic information

Name ACM RESEARCH, INC.

Stock Code ACM R.O

Listing Date November 3, 2017

Date of Establishment 18 January 1998

Chairman HUI WANG

Registered address c/o Corporation Service Company, 251 Little Falls Drive,

County of New Castle, Wilmington, Delaware 19808

Office address 42307 Osgood Road, Suite #I, ROOM A, Fremont, CA 94539

(III) Key Financial Data

ACMR's key financial indicators for the most recent year and period are as follows:

Unit: Thousands of United States dollars

Project 30 September 2022 31 December 2021

Total assets 1,147,666 1,052,179

Net assets 774,098 811,665

Project 2022 1-September 2021

Operating income280,290 259,751

Net profit 36,381 42,921

Note: ACMR 2021 financials are Accountants by BDO China Shu Lun Pan Certified Public

LLP was audited in accordance with the U.S. Public Company Accounting Oversight Board (PCAOB) guidelines on the effectiveness of consolidated financial statements and internal controls over financial reporting; the January-September 2022 financial data are unaudited.

3. situation of the subject company of the connected transaction

The type of transaction is a purchase of assets and a joint investment with a related party, and the basic information about the subject matter of the related transaction is as follows:

(I) basic information

Name of enterprise Ninebell Co., Ltd.

Date of Establishment 15 October 1997

Registered capital 0.5 billion won

Domicile and Main South Korea B- 101, 122~132, 614 ~, Building 2, Chengnan Center Business Building, Zhongyuan District, Chengnan City, Gyeonggi Province, South Korea ~

Office Location 616

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

Automation and equipment for the semiconductor, solar and bio industries

ACMR, the controlling shareholder of the Ninebel1, holds a 20% stake in the company;

Mr. HUI WANG, Director of Affiliates, serves as Ninebell Director. According to the Shanghai Stock Exchange's CRE Board Stock

The Ninebell is an affiliated legal person of the Company in accordance with the Rules Governing the Listing of Tickets. As of the announcement disclosure date,

Except for the above-mentioned matters, there are no property rights, assets, debts, personnel, etc. between the related person and the company.

other relationships.

(II) financial position

The key financial indicators for the most recent year and period of the Ninebell are as follows:

Unit: RMB ten thousand yuan

Project 30 September 2022 31 December 2021

Total assets 30,281.23 23,145.36

Net assets 14,330.97 13,404.96

Project 2022 1-September 2021

Operating income 21,714.09 24,570.49

Net profit 2,009.10 5,369.12

Note: Ninebell 2021 financial data, January-September 2022 financial data by Lixin Certified Public Accountants (special

general partnership) audit.

(III) equity structure

Before and after this transaction, the changes in the shareholders and shareholding ratios of the Ninebell are as follows:

Before transfer After transfer

Name of Shareholder

Number of shares held (shares) Shareholding ratio (%) Number of shares held (shares) Shareholding ratio (%)

Choi Moon-soo 53,000 53 40,000 40

ACM RESEARCH INC. 20,000 20 20,000 20

Choi Dong-Won 20,000 20 20,000 20

Kang Young-sook 5,000 5 0 0

Choi Ho-yeon 2,000 2 0 0

Sheng Mei Shanghai 0 0 20,000 20

Total 100,000 100 100,000 100

Relevant ownership of the subject matter of the (IV) transaction

The equity property rights of the subject company involved in this transaction are clear, and there are no mortgages, pledges or any other restrictions.

The transfer does not involve litigation, arbitration matters or judicial measures such as seizure or freezing, and there is no obstruction of ownership.

Other circumstances of transfer. Other shareholders who have the right of first refusal waive the right of first refusal.

4. of the counterparty to this transaction

(I) Choi Moon-soo

Name Choi Moon-soo

Gender Male

Nationality of Korea

Position Chairman, Chief Executive Officer

(II) Kang Young-sook

Name Kang Young-sook

Gender Female

Nationality of Korea

Job Director

(III) Choi Ho-yeon

Name Choi Ho-yeon

Gender Female

Nationality of Korea

Position None

The counterparty of the above transaction is not listed as a dishonest person, and there is no other relationship with the company in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.

Pricing of 5. related transactions

(I) assessment

The Company engaged Ernst & Young Asset Appraisal (Shanghai) Co., Ltd. (hereinafter referred to as "Ernst & Young Asset Appraisal"), which is qualified to engage in securities and futures business, to value the value of all the equity interests of the Ninebell shareholders. According to the Valuation Report on the Market Value of All Shareholders' Equity of Ninebell Co., Ltd. (Shanghai Ernst & Young Appraisal Zi [2022] No. SH0001) issued by Ernst & Young Asset Appraisal, with June 30, 2022 as the valuation base date, the market value of all shareholders' equity of Ninebell is valued by the income method and the market method as follows:

1. The valuation conclusion using the income approach is $585.8043 million, which is $449.9354 million over the carrying value of the net assets of the enterprise being valued, with a value-added rate of 331.15 per cent.

2. The valuation conclusion using the market approach is $603.4904 million, which is an appreciation of $467.6215 million over the carrying value of the net assets of the enterprise being valued, with a appreciation rate of 344.17 per cent.

Selection of (II) valuation conclusions

The value of all shareholders' equity after the income approach valuation is $585.8043 million and the value of all shareholders' equity after the market approach valuation is $603.4904 million, a difference of $17.6861 million, or 3.02 percent.

The main reason for the difference in valuation results between the two methods is the different perspectives they consider. Due to a certain degree of difference between the comparable company and the enterprise being valued in terms of size, product structure, customer composition, etc., and different comparable

There is a certain degree of difference between the market multipliers of the companies. At the same time, it is difficult to adjust and correct the market multiplier to cover all the factors that affect the trading price due to the limitation of open market information. Therefore, the market approach is more suitable for reviewing the valuation results of the income approach. The future value of the valued enterprise mainly comes from its ability to bring income to investors, so the income method can more accurately reflect the value of the enterprise itself, so this valuation adopts the valuation results of the income method, that is, the value of all shareholders' equity of the valued enterprise is 585.8043 million yuan.

Determination of (III) transaction price

With reference to the above valuation results, as of the valuation date, the value of all shareholders' equity of the Ninebell was RMB 585.8043 million and 20% equity amounted to RMB 117.1609 million. After friendly negotiation between the two parties, the transfer of 20% equity is priced at US $16.7373 million (using the negotiated fixed exchange rate of US $1 = RMB 7.00).

The main contents of the 6. related transaction agreement.

(I) preamble

This Equity Transfer Agreement (this "Agreement") is made and entered into by the following parties (collectively, the "Parties" and individually, the "Party") on [*], [*], 2023.

(A) Shengmei Semiconductor Equipment (Shanghai) Co., Ltd. (hereinafter referred to as the "Purchaser"), established pursuant to the laws of the People's Republic of China with its principal office address at Building 4, No. 1690, Cai Lun Road, China (Shanghai) Pilot Free Trade Zone;

(B) Choi Moon-soo, a citizen of the Republic of Korea (date of birth: November 04, 1955), at No. 1503, Building 319, Hanyang Apartment, 17 Central Park Road, Bundang District, Seongnam City, Gyeonggi-do, South Korea (hereinafter referred to as "Seller 1");

(C) Kang Young-sook, a citizen of the Republic of Korea (date of birth: May 11, 1959), located at No. 1503, Building 319, Hanyang Apartment, 17 Central Park Road, Bontang District, Seongnam City, Gyeonggi Province, South Korea (hereinafter referred to as "Seller 2");

(d) Choi Ho-yeon, a citizen of the Republic of Korea (date of birth: April 29, 1986), whose address is located at No. 1703, Building 101, Gwell Prugio Apartment, 39 Yumi Road, Bontang District, Chengnan City, Gyeonggi Province, South Korea (hereinafter referred to as "Seller 3", and Seller 1, Seller 2 and Seller 3 are individually referred to as "sellers" and collectively as "sellers").

Each Seller intends to sell all or part of its shares of common stock issued by Ninebell Co., Ltd. (the "Company") to the Purchaser, who intends to acquire such shares from each Seller.

(II) Purpose

The relationship of rights and obligations between the parties.

(III) transfer of the underlying shares

The underlying shares of this agreement are 20,000 ordinary shares (hereinafter referred to as "the shares") issued by the company with a par value of 5,000 won held by each seller, and each seller intends to sell to the buyer the underlying shares in the column of the shares to be transferred corresponding to their respective names in [the underlying shares to be transferred by each seller and the purchase and sale price]. After the sale of this item of shares, the shareholding structure of the Company is shown in [Annex B: Shareholding Structure of the Company after the sale of this item of shares].

(IV) Payment Method

At the time of the closing of the transaction, the buyer shall remit the purchase and sale price stipulated in Article 3 of this Agreement in US dollars to the bank account designated by each seller (hereinafter referred to as the "receiving account"). The seller shall notify the buyer of the information of its designated collection account 5 working days before the settlement date of the transaction. The term "working days" in this Agreement means Saturdays, Sundays and official holidays that do not belong to Korea.

(V) transaction delivery

(1) Subject to the performance of all obligations under this Agreement by each Seller and Buyer, the delivery of this Share Transfer Transaction (the "Transaction Delivery") shall take place on the date of [*], [*], [*], [*], 202, at Sandware Maku 99, Zhongyuan District, Seongnam City, Gyeonggi-do, Republic of Korea, b101, B122-B132 and Building B, No. 614-616 (upper compound hole, Central Biz Tower 2 times) or other time and place determined by written consultation between the parties for delivery.

(2) Each seller's obligation to perform the delivery of this share transaction is subject to the fulfilment of the following conditions on or before the delivery date of the transaction:

(a) For the purpose of the execution, delivery, performance and delivery of this Agreement and the delivery of transactions under this Agreement, if required.

Where a declaration or application for approval is made to the relevant department of the the People's Republic of China, such application shall be completed or obtained.

reported or approved.

(B) The buyer shall complete or obtain the signing, delivery, performance and delivery of this Agreement and the transaction under this Agreement.

All declarations or approvals in the Republic of Korea (including, but not limited to, the Foreign Investment Promotion Act.

Declaration or approval under the Act). There is no suspension or restriction of the governmental mandate of the transactions under this Agreement.

nor has it enacted or applied any law that prohibits or makes illegal transactions under this Agreement.

(3) The buyer's obligation to perform the delivery of this share transaction is subject to the fulfilment of the following conditions on or before the delivery date of the transaction.

(a) Each seller shall deliver the following information to the buyer on or before the closing date of the transaction.

① Shares marked with this share;

② A copy of the most recent register of shareholders of the company that can prove that the buyer has ownership of the shares;

③ Copies of documents that can prove the identity of each seller;

④ A copy of the currently valid resident registration certificate of each seller;

⑤ A written confirmation of the Company (as agreed upon by the parties attached to the [Annex C Certificate of Ownership]

issued in a form that clearly indicates that each seller has satisfied all the terms required for the transfer of this share to the buyer.

pieces);

⑥ The Buyer is required for the effective performance of the Company's and each Seller's obligations under this Agreement.

The transaction was legally approved and the settlement was completed (including, but not limited to, the performance of the Company's Board of Directors and each shareholder.

all corporate procedures and other acts required by the articles of association) and all documents reasonably required to be provided and their

his credentials;

⑦ ACM RESEARCH, INC. A consent instrument waiving the right of first refusal in connection with this share transaction;

⑧ Other documents reasonably required by the Buyer for the purpose of this Agreement.

(B) Each seller shall complete or obtain the signing, delivery, performance and transactions under this Agreement.

All declarations or approvals required for delivery (including, but not limited to, the Industrial Technology Leakage Prevention and Protection Phase

Approval under the relevant laws, etc. (if necessary)). There is no suspension or limitation of this contract.

government orders for transactions under this contract, nor has it enacted or implemented any prohibition of transactions under this contract or make them.

Illegal trading laws.

Dissolution of (VI) Contract

This contract may be terminated under any of the following circumstances.

(1) The parties reach an agreement in writing and sign it;

(2) If a party to this Agreement violates its obligations under this Agreement and the other party requests in writing to correct the breach, but the breaching party fails to correct the breach within 10 days from the date of receipt of the above-mentioned written correction request, the other party may request the termination of this contract.

(VII) disputes

In the event of a dispute arising between the parties in connection with this Agreement, such dispute shall be resolved by the Seoul Central District Court of the Republic of Korea as the court of first instance jurisdiction.

The necessity of 7. related transactions and its impact on the company.

This acquisition of equity, the company aims to strengthen the integration of upstream and downstream industrial chain, enhance the company and upstream suppliers.

Partnership to expand the company's influence in the industry, thereby enhancing the overall competitiveness of enterprises. Ninebell is a company specializing in the production of robotic arms, with a high level of process technology, and is a major supplier of robotic arms for conveying systems in monolithic cleaning equipment and other equipment, and its robotic arm products have a good match with the company's products. The investment Ninebell will further enhance the company's control over the quality of key components and the stability of supply.

The acquisition of shares is in line with the relevant national industrial policies and the overall strategic development direction of the company in the future, and will not have a significant adverse impact on the company's financial situation and future operating results, and there is no harm to the interests of the company and all shareholders, which is of great significance to the long-term development of the company.

8. Risk Alert

In 2021, the Ninebell Research Korea Co., Ltd. to ACM, a wholly-owned subsidiary of the company and the company.

of sales accounted for 88.78 per cent of its total revenue and there was a risk of dependence on a single customer;

The acquisition was appraised using the income approach, with an appraisal appreciation rate of 331.15 per cent, a large percentage of appreciation, and the risk of impairment of long-term equity investments;

The company's acquisition of equity needs to be approved by the relevant departments, and the final approval opinions of the relevant departments shall prevail. There is uncertainty as to whether the approval is successfully passed;

Ninebell there is a certain degree of uncertainty in business development and other aspects, in the course of operation may face technical and business risks, the company may not be able to achieve the expected investment income, can not recover the investment and other risks.

The proposal has been deliberated and passed at the second meeting of the second board of directors and the second meeting of the second board of supervisors. The independent directors have approved the matter in advance and issued agreed independent opinions. It is now submitted to the general meeting of shareholders of the company for deliberation. Related shareholders ACM RESEARCH,INC. Avoidance of voting.

Shengmei Semiconductor Equipment (Shanghai) Co., Ltd.

Board of Directors

23 February 2023