AXT, Inc.
EXHIBITS
TO
FORM 10-K ANNUAL REPORT
For the Year Ended December 31, 2023
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| ExhibitNumber | | Description |
| 3.1(1) | | Restated Certificate of Incorporation |
| 3.2(2) | | Certificate of Amendment of Certificate of Incorporation |
| 3.3(3) | | Certificate of Amendment to the Restated Certificate of Incorporation |
| 3.4(4) | | Certificate of Designation, Preferences and Rights of Series A Preferred Stock (which is incorporated herein by reference to Exhibit 2.1 to the registrant’s form 8-K dated May 28, 1999). |
| 3.5(5) | | Second Amended and Restated By Laws |
| 3.6(6) | | Amended and Restated Section 5.1 of Article V of the Second Amended and Restated Bylaws of AXT, Inc. |
| 3.7(7) | | Certificate of Amendment to By Laws |
| 4.1 | | Description of Securities |
| 10.1(8)* | | Form of Indemnification Agreement for directors and officers |
| 10.5(11)* | | 2007 Equity Incentive Plan (amended December 8, 2008) |
| 10.6(12)* | | Forms of agreements under the 2007 Equity Incentive Plan |
| 10.7(13)* | | Amended and Restated Employment Offer Letter between the Company and Dr. Morris S. Young dated December 4, 2012 |
| 10.8(14)* | | Employment Letter Agreement between the Company and Mr. Gary L. Fischer |
| 10.9(15)* | | 2015 Equity Incentive Plan |
| 10.10(16)* | | Executive Incentive Plan |
| 10.11 | | Form of Capital Increase Agreement between Beijing Tongmei Xtal Technologies Co., Ltd. and certain investors |
| 10.11(a) | | Schedule identifying agreements substantially identical to the form of Capital Increase Agreement filed as Exhibit 10.11 hereto |
| 10.12 | | Form of First Supplemental Agreement between Beijing Tongmei Xtal Technology Co., Ltd. and certain investors |
| 10.12(a) | | Schedule identifying agreements substantially identical to the form of First Supplemental Agreement filed as Exhibit 10.12 hereto |
| 10.13 | | Form of Second Supplemental Agreement between Beijing Tongmei Xtal Technology Co., Ltd. and certain investors |
| 10.13(a) | | Schedule identifying agreements substantially identical to the form of Second Supplemental Agreement filed as Exhibit 10.13 hereto |
| 10.14 | | Letter of Commitment on Share Lock-up |
| 10.15 | | Letter of Commitment on the Shareholding Intention and Share Reduction Intention |
| 10.16 | | Letter of Commitment on Plan for Stabilizing Tongmei’s Stock Price within Three Years upon the Listing and the Restraint Measures |
| 10.17 | | Letter of Commitment on Share Repurchase for Fraudulent Listing |
| 10.18 | | Letter of Commitment on No False Records, Misleading Statements or Major Omissions in the Prospectus |
| 10.19 | | Letter of Commitment on Filling the Diluted Spot Return |
| 10.20 | | Letter of Commitment on Restraint Measures for Nonperformance of the Commitments |
| 10.21 | | Letter of Commitment on Avoiding Horizontal Competition |
| 10.22 | | Letter of Commitment on Regulating and Reducing Related Party Transactions |
| 10.23 | | Letter of Commitment on Avoiding Illegal Guarantees |
| 10.24 | | Statement and Letter of Commitment |
| 10.25 | | Special Commitment Letter for Disclosure of Shareholders’ Information and Verification of Retired Personnel of CSRC |
| 12.1 | | Computation of Ratio of Earnings to Fixed Charges |
| 21.1 | | List of Subsidiaries |
| 23.1 | | Consent of BPM LLP, Independent Registered Public Accounting Firm |
| 24.1 | | Power of Attorney (see signature page) |
| 31.1 | | Certification by principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | | Certification by principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 † | | Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 †97.1* | | Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002Compensation Recovery Policy |
| 101.INS | | Inline XBRL Instance. |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema. |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase. |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase. |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase. |
| 101.PRE104 | | Inline XBRL Taxonomy Extension Presentation Linkbase.Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
| (2) | Incorporated by reference to exhibit 3.1 to registrant’s Form 10-Q filed with the SEC on August 14, 2000. |
| (3) | Incorporated by reference to exhibit 3.4 to registrant’s Form 10-Q filed with SEC on August 5, 2004. |
| (4) | Incorporated by reference to exhibit 3.1 to registrant’s Form 8-K filed with the SEC on June 14, 1999. |
| (5) | Incorporated by reference to exhibit 3.4 to registrant’s Form 8-K filed with the SEC on May 30, 2001. |
| (6) | Incorporated by reference to exhibit 99.2 to registrant’s Form 8-K filed with the SEC on August 1, 2007. |
| (7) | Incorporated by reference to exhibit 3.1 to registrant’s Form 8-K filed with the SEC on October 26, 2010. |
| (8) | Incorporated by reference to exhibit 10.1 to registrant’s Form 8-K filed with the SEC on October 31, 2014. |
| (9) | Incorporated by reference to exhibit 10.29 to registrant’s Form 8-K filed with the SEC on January 5, 2009. |
| (10) | Incorporated by reference to exhibit 10.30 to registrant’s Form 8-K filed with the SEC on January 5, 2009. |
| (13) | Incorporated by reference to exhibit 10.1 to registrant’s Form 8-K filed with the SEC on December 4, 2012. |
| (14) | Incorporated by reference to exhibit 10.1 to registrant’s Form 8-K filed with the SEC on August 12, 2014. |
| (15) | Incorporated by reference to appendix A to the registrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 8, 2015. |
| (16) | Incorporated by reference to exhibit 10.1 to registrant’s Form 8-K filed with the SEC on February 26, 2016. |
| (17) | Incorporated by reference to exhibit 10.1 registrant’s Form 8-K filed with the SEC on November 9, 2018. |
| * | Management contract or compensatory plan. |
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† The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of AXT, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
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| | AXT, Inc. | |
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| | By: | /s/ GARY L. FISCHER |
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| | | Chief Financial Officer and Corporate Secretary(Principal Financial Officer) |
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Date: March 15, 2024
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Morris S. Young and Gary L. Fischer, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned any and all amendments to this Report on Form 10-K, and to perform any acts necessary in order to file the same, with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requested and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or their or his or her substitutes, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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| Signature | | Title | | Date |
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| /s/ MORRIS S. YOUNG | | Chief Executive Officer and Chairman of the Board of Directors | | March 15, 2024 |
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| Morris S. Young | | (Principal Executive Officer) | | |
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| /s/ GARY L. FISCHER | | Chief Financial Officer and Corporate Secretary | | March 15, 2024 |
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| Gary L. Fischer | | (Principal Financial Officer andPrincipal Accounting Officer) | | |
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| /s/ JESSE CHEN | | Lead Independent Director | | March 15, 2024 |
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| Jesse Chen | | | | |
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| /s/ DAVID C. CHANG | | Director | | March 15, 2024 |
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| David C. Chang | | | | |
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| /s/ Christine Russell | | Director | | March 15, 2024 |
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| Christine Russell | | | | |
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