ACM Research, Inc.

Previous wording

ACM Research is not a mainland China operating company, and we do not conduct our operations in mainland China through the use of a variable interest entity, or VIE, or any other structure designed for the purpose of avoiding mainland China legal restrictions on direct foreign investments in mainland China-based companies. ACM Research has a direct ownership interest in ACM Shanghai as the result of its holding 81.1% of the outstanding shares of ACM Shanghai. Stockholders of ACM Research may never directly own equity interests in ACM Shanghai. We do not believe that our corporate structure or any other matters relating to our business operations require that we obtain any permissions or approvals from the China Securities Regulatory Commission, the Cyberspace Administration of China, or any other mainland China central government authority in order to continue to list shares of Class A common stock of ACM Research on the Nasdaq Global Select Market. This determination was based on the aforementioned facts and mainland China Company Law, mainland China Securities Law, cybersecurity regulations and other relevant laws, regulations and regulatory requirements in mainland China currently in effect. However, if this determination proves to be incorrect, then it could have a material adverse effect on ACM Research. See “Item IA. Risk Factors—Risks Related to International Aspects of Our Business—If any mainland China central government authority were to determine that existing mainland China laws or regulations require that ACM Shanghai obtain the authority’s permission or approval to continue the listing of ACM Research’s Class A common stock in the United States or if those existing mainland China laws and regulations, or interpretations thereof, were to change to require such permission or approval, or if we inadvertently conclude that permissions or approvals are not required, ACM Shanghai may be unable to obtain the required permission or approval or may only be able to obtain such permission or approval on terms and conditions that impose material new restrictions and limitations on operation of ACM Shanghai, either of which could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects and on the trading price of ACM Research Class A common stock, which could decline in value or become worthless” in our Report on Form 10-K for the year ended December 31, 2024.

Current wording

ACM Research is not a mainland China operating company, and we do not conduct our operations in mainland China through the use of a variable interest entity, or VIE, or any other structure designed for the purpose of avoiding mainland China legal restrictions on direct foreign investments in mainland China-based companies. ACM Research has a direct ownership interest in ACM Shanghai as the result of its holding 74.6% of the outstanding shares of ACM Shanghai. Stockholders of ACM Research may never directly own equity interests in ACM Shanghai. We do not believe that our corporate structure or any other matters relating to our business operations require that we obtain any permissions or approvals from the China Securities Regulatory Commission, the Cyberspace Administration of China, or any other mainland China central government authority in order to continue to list shares of Class A common stock of ACM Research on the Nasdaq Global Select Market. This determination was based on the aforementioned facts and mainland China Company Law, mainland China Securities Law, cybersecurity regulations and other relevant laws, regulations and regulatory requirements in mainland China currently in effect. However, if this determination proves to be incorrect, then it could have a material adverse effect on ACM Research. See “Item IA. Risk Factors—Risks Related to International Aspects of Our Business—If any mainland China central government authority were to determine that existing mainland China laws or regulations require that ACM Shanghai obtain the authority’s permission or approval to continue the listing of ACM Research’s Class A common stock in the United States or if those existing mainland China laws and regulations, or interpretations thereof, were to change to require such permission or approval, or if we inadvertently conclude that permissions or approvals are not required, ACM Shanghai may be unable to obtain the required permission or approval or may only be able to obtain such permission or approval on terms and conditions that impose material new restrictions and limitations on operation of ACM Shanghai, either of which could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects and on the trading price of ACM Research Class A common stock, which could decline in value or become worthless” in our Report on Form 10-K for the year ended December 31, 2024.

Previous wording

Since 2009 we have delivered more than 1,255 tools to our customers, more than 1,050 of which were repeat orders or acceptances upon contractual performance obligations having been met and thereby generated revenue for us. The balance of the delivered tools is subject to the customer's acceptance of the tool upon the tool's satisfaction of applicable contractual requirements or subject to the customer's subsequent discretionary commitment to purchase the tool. To date, substantially all of our sales of equipment for semiconductor-manufacturing have been to customers located in Asia, and we anticipate that a substantial majority of our revenue from these products will continue to come from customers located in this region for the foreseeable future. We have begun to add to our efforts to further address customers in North America, Western Europe and Southeast Asia, by expanding our direct sales teams and increasing our global marketing activities.

Current wording

Since 2009 we have delivered more than 1,350 tools to our customers, more than 1,155 of which were repeat orders or acceptances upon contractual performance obligations having been met and thereby generated revenue for us. The balance of the delivered tools is subject to the customer's acceptance of the tool upon the tool's satisfaction of applicable contractual requirements or subject to the customer's subsequent discretionary commitment to purchase the tool. To date, substantially all of our sales of equipment for semiconductor-manufacturing have been to customers located in Asia, and we anticipate that a substantial majority of our revenue from these products will continue to come from customers located in this region for the foreseeable future. We have begun to add to our efforts to further address customers in North America, Western Europe and Southeast Asia, by expanding our direct sales teams and increasing our global marketing activities.

Previous wording

Gartner estimates the total worldwide semiconductor Wafer Fab Equipment ("WFE") market grew by 8.6% from $102.8 billion in 2023 to $111.6 billion in 2024, and estimates will increase by 4.7% to $116.8 billion in 2025. Gartner estimates

Current wording

Gartner estimates the total worldwide semiconductor Wafer Fab Equipment ("WFE") market grew by 8.6% from $102.8 billion in 2023 to $111.6 billion in 2024, and estimates will increase by 4.7% to $116.8 billion in 2025. Gartner estimates China WFE grew by 21.1%, from $33.3 billion in 2023 to $40.4 billion in 2024, and is expected to decrease by 17.1% to $33.5 billion in 2025.1

Previous wording

During the three-months ended June 30, 2025, ACM Shanghai repurchased 443,400 of its shares traded on the Shanghai Stock Exchange for total consideration of $7.0 million. These shares have not been cancelled.

Current wording

During the nine months ended September 30, 2025, ACM Shanghai repurchased 443,400 of its shares traded on the Shanghai Stock Exchange for total consideration of $7.0 million. These shares have not been cancelled.

Previous wording

•Government subsidies relating to current expenses are recorded as reductions of those expenses in the periods in which the current expenses are recorded. Such subsidies included in our condensed consolidated statements of comprehensive income were $0.5 million and $0.1 million, in the three months ended June 30, 2025 and 2024, respectively, and $0.8 million and $0.6 million in the six months ended June 30, 2025 and 2024, respectively.

Current wording

•Government subsidies relating to current expenses are recorded as reductions of those expenses in the periods in which the current expenses are recorded. Such subsidies included in our condensed consolidated statements of comprehensive income were $1.7 million and $0.1 million, in the three months ended September 30, 2025 and 2024, respectively, and $2.5 million and $0.7 million in the nine months ended September 30, 2025 and 2024, respectively. We received $1.4 million cash funding from government subsidies in the three and nine months ended September 30, 2025. However, we did not receive any cash funding from government subsidies for the three and nine months ended September 30, 2024.

Previous wording

the period received. Such subsidies included in our condensed consolidated statements of comprehensive income were $0.4 million and $0.0 million, in the three months ended June 30, 2025 and 2024, respectively, and $0.7 million and $1.8 million in the six months ended June 30, 2025 and 2024, respectively.

Current wording

•Government subsidies related to depreciable assets are credited to income over the useful lives of the related assets for which the grant was received. Government subsidies related to VAT reduction are credited to income in the period received. Such subsidies included in our condensed consolidated statements of comprehensive income were less than $0.1 million and $0.1 million, in the three months ended September 30, 2025 and 2024, respectively, and $0.7 million and $1.9 million in the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

In 2019 ACM Shanghai sold a total number of shares representing 8.3% of its outstanding ACM Shanghai shares, after which ACM Research held the remaining 91.7% of ACM Shanghai’s outstanding shares. In 2021 ACM Shanghai sold a total number of shares representing an additional 10% of its outstanding ACM Shanghai shares in its STAR IPO, after which ACM Research held the remaining 82.5% of ACM Shanghai’s outstanding shares. ACM Research's ownership has since declined to 81.1% due to the exercise of stock options related to ACM Shanghai shares. As a result, we reflect the portion of our net income allocable to the minority holders of ACM Shanghai shares as net income attributable to non-controlling interests.

Current wording

In 2019 ACM Shanghai sold a total number of shares representing 8.3% of its outstanding ACM Shanghai shares, after which ACM Research held the remaining 91.7% of ACM Shanghai’s outstanding shares. In 2021 ACM Shanghai sold a total number of shares representing an additional 10% of its outstanding ACM Shanghai shares in its STAR IPO, after which ACM Research held the remaining 82.5% of ACM Shanghai’s outstanding shares. ACM Research's ownership has since declined to 74.6% due to the Private Offering. As a result, we reflect the portion of our net income allocable to the minority holders of ACM Shanghai shares as net income attributable to non-controlling interests.

Previous wording

Cost of revenue and gross profit increased due to the increased sales volume, and a slight increase in gross margin. The change in gross margin versus the prior-year period was primarily due to revenue mix between product categories. Gross margin may vary from period to period, primarily related to the level of utilization and the timing and mix of revenue. We expect gross margin to be between 42.0% and 48.0% for the foreseeable future.

Current wording

Cost of revenue and gross profit increased due to the increased sales volume, and a decrease in gross margin. The change in gross margin versus the prior-year period was primarily due to revenue mix between product categories and a higher provision for inventory. Gross margin may vary from period to period, primarily related to the level of utilization, the timing and mix of revenue, the impact of foreign currency fluctuations, inventory provisions and other adjustments. We expect gross margin to be between 42.0% and 48.0% for the foreseeable future.

Previous wording

Sales and marketing expense increaseddue to a $3.0 million increase in commissions, professional services, travel and entertainment, outside services and other expenses and a $2.9 million increase in personnel costs, offset by a $0.9 million decrease in stock-based compensation.

Current wording

Sales and marketing expense increaseddue to a $5.1 million increase in commissions, professional services, travel and entertainment, outside services and other expenses and a $2.5 million increase in personnel costs, offset by a $1.0 million decrease in stock-based compensation.

Previous wording

Research and development expense increased due to an increase of $6.1 million in costs of components for tools built for product development purposes, an increase of $2.3 million in personnel and travel and entertainment costs, and a net increase of $1.0 million in depreciation, outside services and other costs, offset by a decrease of $1.6 million in stock-based compensation.

Current wording

Research and development expense increased due to an increase of $8.4 million in costs of components for tools built for product development purposes, an increase of $4.0 million in personnel and travel and entertainment costs, and a net increase of $0.9 million in depreciation, outside services and other costs, offset by a decrease of $1.5 million in stock-based compensation.

Previous wording

Research and development expense represented 15.7% and 12.8% of our revenue in the three months ended June 30, 2025 and 2024, respectively. Excluding grant amounts received from mainland China governmental authorities (see "Mainland China Government Research and Development Funding’’), gross research and development expense totaled $34.3 million, or 15.9% of total revenue, in the three months ended June 30, 2025 as compared to $26.1 million, or 12.9% of revenue, in the corresponding period in 2024.

Current wording

Research and development expense represented 14.7% and 13.6% of our revenue in the three months ended September 30, 2025 and 2024, respectively. Excluding grant amounts received from mainland China governmental authorities (see "Mainland China Government Research and Development Funding’’), gross research and development expense totaled $41.4 million, or 15.4% of total revenue, in the three months ended September 30, 2025 as compared to $27.9 million, or 13.7% of revenue, in the corresponding period in 2024.

Previous wording

General and administrative expense increased primarily reflecting a $1.7 million net increase in personnel costs, professional services costs, and other costs related to general and administrative expenses and a $0.6 million increase in allowance for credit losses offset by a $1.6 million decrease in stock-based compensation.

Current wording

General and administrative expense increased primarily reflecting a $2.7 million net increase in personnel costs, professional services costs, and other costs related to general and administrative expenses and a $4.2 million increase in allowance for credit losses offset by a $1.7 million decrease in stock-based compensation.

Previous wording

Interest income, Interest expense, and Other (expense) income, net

Current wording

Interest income, Interest expense, and Other expense, net

Previous wording

Other (expense) income, net primarily reflects (a) loss recognized from the impact of exchange rates on our working-capital which was $(0.9) million for the three months ended June 30, 2025 compared to $2.4 million recog nized from the impact of exchange rates on our working capital for the three months ended June 30, 2024, and (b) government subsidies, as described under “Mainland China Government Research and Development Funding” above, and other factors.

Current wording

Other expense, net primarily reflects (a) loss recognized from the impact of exchange rates on our working-capital which was $(4.0) million for the three months ended September 30, 2025 compared to $(5.4) million recog nized from the impact of exchange rates on our working capital for the three months ended September 30, 2024, and (b) government subsidies, as described under “Mainland China Government Research and Development Funding” above, and other factors.

Previous wording

Realized gain on short-term investment, and income (loss) from equity method investments

Current wording

Gain on short-term investment, and income from equity method investments

Previous wording

Realized gain on short-term investments includes dividends received during the period. The unrealized on short-term investments is based on a change in the market value of ACM Shanghai’s short-term investments (note 12). Income (loss) from equity investments is due to an increase of net income from investments in affiliates (note 13).

Current wording

Realized gain on short-term investments includes dividends received during the period. The unrealized gain on short-term investments is based on a change in the market value of ACM Shanghai’s short-term investments (note 12). Income from equity investments is due to an increase of net income from investments in affiliates (note 13).

Previous wording

The tax expense for the three months ended June 30, 2025 primarily resulted from the tax effect of a decrease in our effective income tax rate applied to a slight decrease in operating profit for the period. The decrease in our effective income tax rate for the six months ended June 30, 2025 compared to the same period of the prior year was primarily due to a lower estimated effective tax rate for ACM Shanghai and other factors.

Current wording

The tax expense for the three months ended September 30, 2025 primarily resulted from tax effect of a decrease in our effective income tax rate applied to operating profit for the period. The decrease in our effective income tax rate for the nine months ended September 30, 2025 compared to the same period of the prior year was primarily due to a lower estimated effective tax rate for ACM Shanghai and other factors.

Previous wording

ACM Research owns 81.1% of ACM Shanghai’s (note 1) outstanding shares, which is reflected in our condensed consolidated financial statements. We reflect the portion of net income allocable to the minority holders of ACM Shanghai shares as net income attributable to non-controlling interests.

Current wording

As of September 30, 2025, ACM Research owns 74.6% of ACM Shanghai’s (note 1) outstanding shares, which is reflected in our condensed consolidated financial statements. We reflect the portion of net income allocable to the non-controlling interest holders of ACM Shanghai shares as net income attributable to non-controlling interests.

Previous wording

Sales and marketing expense increased due to a $5.4 million in increased personnel costs, a net increase of $2.7 million in outside services and other expenses, and a net increase of $2.4 million for commissions and travel and entertainment, offset by a $1.8 million decrease in stock-based compensation and $1.7 million decrease in promotional tools.

Current wording

Sales and marketing expense increased due to a $7.9 million in increased personnel costs, an increase of $4.8 million in outside services and other expenses, an increase of $3.5 million for commissions and travel and entertainment, and a $0.3 million increase in promotional tools, offset by a $2.8 million decrease in stock-based compensation.

Previous wording

Research and development expense increased due to a $7.1 million increase in costs of components for tools built for product development purposes, a $5.8 million increase in personnel costs, and a net increase of $1.9 million in depreciation, outside services and other R&D-related costs, offset by a decrease of $3.4 million in stock-based compensation.

Current wording

Research and development expense increased due to a $15.5 million increase in costs of components for tools built for product development purposes, a $9.1 million increase in personnel costs, and a net increase of $3.4 million in depreciation, outside services and other R&D-related costs, offset by a decrease of $4.8 million in stock-based compensation.

Previous wording

Research and development expense represented 15.8% and 14.1% of our revenue in the six months ended June 30, 2025 and 2024, respectively. Excluding grant amounts received from mainland China governmental authorities (see "Mainland China Government Research and Development Funding"), gross research and development expense totaled $62.1 million, or 16.0% of total revenue, in the six months ended June 30, 2025 as compared to $50.5 million, or 14.2% of revenue, in the corresponding period in 2024.

Current wording

Research and development expense represented 15.4% and 13.9% of our revenue in the nine months ended September 30, 2025 and 2024, respectively. Excluding grant amounts received from mainland China governmental authorities (see "Mainland China Government Research and Development Funding"), gross research and development expense totaled $103.5 million, or 15.8% of total revenue, in the nine months ended September 30, 2025 as compared to $78.4 million, or 14.0% of revenue, in the corresponding period in 2024.

Previous wording

General and administrative expense decreased primarily reflecting a $3.5 million decrease in stock-based compensation, a $0.6 million decrease in allowance for credit losses, and a $0.6 million decrease in other costs related to general and administrative expenses, partially offset by a $2.6 million net increase in personnel and professional services costs.

Current wording

General and administrative expense increased primarily reflecting a $6.0 million increase in personnel and professional services costs, and a $3.6 million increase in allowance for credit losses, partially offset by a $1.4 million decrease in other costs related to general and administrative expenses, and a $5.2 million decrease in stock-based compensation.

Previous wording

Interest income, Interest expense and Other (expense) income, net

Current wording

Interest income, Interest expense and Other expense, net

Previous wording

Other (expense) income, net primarily reflects (a) loss recognized from the impact of exchange rates on our working-capital which was $(1.5) million for the six months ended June 30, 2025 compared to $2.7 millionfor the six months ended June 30, 2024, and (b) government subsidies, as described under “Mainland China Government Research and Development Funding” above, and other factors.

Current wording

Other expense, net primarily reflects (a) loss recognized from the impact of exchange rates on our working-capital which was $(4.6) million for the nine months ended September 30, 2025 compared to $(2.6) millionfor the nine months ended September 30, 2024, and (b) government subsidies, as described under “Mainland China Government Research and Development Funding” above, and other factors.

Previous wording

Realized gain on short-term investments, and income (loss) from equity method investments

Current wording

Gain (loss) on short-term investments, and income from equity method investments

Previous wording

Realized gain on short-term investments includes dividends and net gains from sales of short-term investments during the period. The unrealized gain (loss) is based on a change in market value of ACM Shanghai’s short-term investments (note 12). Income (loss) from equity investments is derived from net income from investments in affiliates (note 13).

Current wording

Realized gain on short-term investments includes dividends and net gains from sales of short-term investments during the period. The unrealized gain (loss) is based on a change in market value of ACM Shanghai’s short-term investments (note 12). Income from equity investments is derived from net income from investments in affiliates (note 13).

Previous wording

The tax expense for the six months ended June 30, 2025 primarily resulted from the tax effect of a decrease in our effective income tax rate applied to a decrease in operating profit for the period. The decrease in our effective income tax rate for the six months ended June 30, 2025 compared to the same period of the prior year was primarily due to a lower estimated effective tax rate for ACM Shanghai and other factors.

Current wording

The tax expense for the nine months ended September 30, 2025 primarily resulted from the tax effect of a decrease in our effective income tax rate applied to a decrease in operating profit for the period. The decrease in our effective income tax rate for the nine months ended September 30, 2025 compared to the same period of the prior year was primarily due to a lower estimated effective tax rate for ACM Shanghai and other factors.

Previous wording

Comprehensive income attributable to non-controlling interestsfor the six months ended June 30, 2025 increased by $1.6 million as compared to the same period in 2024, reflecting a change in net income attributable to the non-controlling interests for the period together with the impact of foreign exchange rate fluctuations on the cumulative balance.

Current wording

Comprehensive income attributable to non-controlling interestsfor the nine months ended September 30, 2025 increased by $3.8 millionas compared to the same period in 2024, reflecting a change in net income attributable to the non-controlling interests for the period together with the impact of foreign exchange rate fluctuations on the cumulative balance.

Previous wording

During the first six months of 2025, we funded our technology development and operations principally through our beginning global cash balances, including the cash balances at ACM Shanghai, borrowings by ACM Shanghai from local financial institutions, and our loan from China CITIC Bank. Cash and cash equivalents, restricted cash, and time deposits were as follows:

Current wording

During the first nine months of 2025, we funded our technology development and operations principally through our beginning global cash balances, including the cash balances at ACM Shanghai, borrowings by ACM Shanghai from local financial institutions, and our loan from China CITIC Bank. Cash and cash equivalents, restricted cash, and time deposits were as follows:

Previous wording

The $42.0 million increase in cash and time deposits was primarily driven by $111.0 million net cash provided by financing activities, and a $2.2 million increase from the effect of exchange rate on cash, cash equivalents, restricted cash and non-cash items, offset by $39.6 million of cash used in operations, and $31.6 million of net cash used in investing activities, excluding the change in net cash related to time deposits.

Current wording

The $656.4 million increase in cash and time deposits was primarily driven by $738.1 million net cash provided by financing activities, and a $5.6 million increase from the effect of the exchange rate on cash, cash equivalents, restricted cash and non-cash items, offset by $44.2 million of cash used in operations, and $43.0 million of net cash used in investing activities, excluding the change in net cash related to time deposits.

Previous wording

For the six months ended June 30, 2025 and 2024, with the exception of sales and services-related transfer-pricing payments in the ordinary course of business, no transfers or distributions have been made between ACM Research, and its subsidiaries, including ACM Shanghai, or to holders of ACM Research Class A common stock.

Current wording

For the nine months ended September 30, 2025 and 2024, with the exception of sales and services-related transfer-pricing payments in the ordinary course of business, and dividends paid by ACM Shanghai to the stockholders of ACM Shanghai (including ACM Research), no transfers or distributions have been made between ACM Research, and its subsidiaries, including ACM Shanghai, or to holders of ACM Research Class A common stock.

Previous wording

Our cash and cash equivalents at June 30, 2025 were held for working capital purposes and other potential investments. ACM Shanghai, our only direct mainland China subsidiary, is, however, subject to mainland China restrictions on distributions to equity holders. The use of proceeds raised by the STAR Market IPO, without further approvals, are limited to specific usage. Our accounts receivable balance fluctuates from period to period, which affects our cash flow from operating activities. Fluctuations vary depending on cash collections, client mix, and the timing of shipment and acceptance of our tools.

Current wording

Our cash and cash equivalents at September 30, 2025 were held for working capital purposes and other potential investments. ACM Shanghai, our only direct mainland China subsidiary, is, however, subject to mainland China restrictions on distributions to equity holders. The use of proceeds raised by the STAR Market IPO and Private Offering, without further approvals, are limited to specific usage. Our accounts receivable balance fluctuates from period to period, which affects our cash flow from operating activities. Fluctuations vary depending on cash collections, client mix, and the timing of shipment and acceptance of our tools.

Previous wording

Cash Flow (Used in) Provided by Operating Activities. Net cash (used in) provided by operating activities during the six months ended June 30, 2025 and 2024 consisted of:

Current wording

Cash Flow (Used in) Provided by Operating Activities. Net cash (used in) provided by operating activities during the nine months ended September 30, 2025 and 2024 consisted of:

Previous wording

•uses of cash: a $52.9 million increase in inventories, net, a $44.5 net increase in accounts receivable, net, a $24.4 million decrease in advances from customers, a $6.4 million increase in prepaid expenses and other current assets, $2.4 million decrease in other liabilities which includes long-term operating leases, other long-term liabilities, other payables, and accrued expenses, and a $12.6 million decrease in income taxes payable.

Current wording

•uses of cash: a $80.7 million increase in inventories, net, a $91.3 million net increase in accounts receivable, net, a $43.3 million decrease in advances from customers, and a $14.1million increase in other receivables and other assets.

Previous wording

Cash Flow Used in Investing Activities. Net cash used in investing activities, excluding the change in net cash related to time deposits, for the six months ended June 30, 2025 was ($31.6 million), primarily consisting of purchase of property, plant and equipment, and intangible assets.

Current wording

Cash Flow Used in Investing Activities. Net cash used in inves ting activities, excluding the change in net cash related to time deposits, for the nine months ended September 30, 2025 was ($43.0) million, primarily consisting of purchase of property, plant and equipment, and intangible assets for ($43.3 million), and $(0.5) million for purchase of long-term investments, net of a $0.7 million deposit return for land use right.

Previous wording

Cash Flow Provided by Financing Activities. Net cash provided by financing activities for the six months ended June 30, 2025 was $111.0 million, primarily consisting of $134.6 million in net proceeds from short-term and long-term borrowing (note 11), and $23.6 million proceeds from exercise of stock options, partly offset by ($40.4 million) net in repayments of short-term and long-term borrowings and $7.0 million used for purchase of shares held by ACM Shanghai.

Current wording

Cash Flow Provided by Financing Activities. Net cash provided by financing activities for the nine months ended September 30, 2025 was $738.1 million, primarily consisting of $623.0 million in net proceeds from Private Offering by ACM Shanghai, $101.6 million in net proceeds from short-term and long-term borrowing (notes 8 and 10), and $27.9 million in proceeds from exercise of stock options, partly offset by $(7.0) million used for the repurchase of shares held by ACM Shanghai, and $(7.6) million payment of ACM Shanghai dividend.

Previous wording

(2)This China CITIC bank facility agreement is with ACM Research, Inc.

Current wording

(2)These China CITIC bank facility agreements are with ACM Research, Inc.

Previous wording

In 2025, ACM Shanghai secured long-term loan facilities with China Merchants Bank (note 11) for ACM Shanghai’s project expenditures. The facilities contain certain covenants, which require ACM Shanghai to either repay 50% of the outstanding principal within two months, or repay the loan in accordance with an accelerated payment schedule, if ACM Shanghai does notcomplete, within three years after then initial drawdown, or before January 2028, a Private Offering with more than RMB900 millions of proceeds.

Current wording

In 2025, ACM Shanghai secured long-term loan facilities with China Merchants Bank (note 10) for ACM Shanghai’s project expenditures. The facilities contain certain covenants, which require ACM Shanghai to either repay 50% of the outstanding principal within two months, or repay the loan in accordance with an accelerated payment schedule, if ACM Shanghai does notcomplete, within three years after then initial drawdown, or before January 2028, a Private Offering with more than RMB 900 million of proceeds.

Previous wording

In 2025, ACM Shanghai secured long-term loan facilities with the Bank of China (note 11) and in April 2025, ACM Shanghai secured a short-term loan facility with the Bank of China (note 6) for ACM Shanghai’s project expenditures. The facility requires ACM Shanghai’s year-end outstanding interest-bearing debt not to exceed five times of its annual EBITDA, and to comply with other non-financial covenants, or Bank of China has the right to suspend the facility, or request ACM Shanghai to accelerate repayment or provide credit enhancement.

Current wording

In 2025, ACM Shanghai secured long-term loan facilities with the Bank of China (note 10) and in April 2025, ACM Shanghai secured a short-term loan facility with the Bank of China for ACM Shanghai’s project expenditures (notes 6 and 8). The facility requires ACM Shanghai’s year-end outstanding interest-bearing debt not to exceed five times of its annual EBITDA, and to comply with other non-financial covenants, or Bank of China has the right to suspend the facility, or request ACM Shanghai to accelerate repayment or provide credit enhancement.

Previous wording

In 2020 ACM Shanghai, through its wholly-owned subsidiary ACM Lingang, entered into a Grant Contract for State-owned Construction Land Use Right in Shanghai City (Category of R&D Headquarters and Industrial Projects), or the Grant Agreement, with the China (Shanghai) Pilot Free Trade Zone Lin-gang Special Area Administration, or the Grantor. ACM Lingang obtained rights to use approximately 43,000 square meters (10.6 acres) of land in the East China Silicon Hub of Lin-gang Special Area of China (Shanghai) Pilot Free Trade Zone, or the Land Use Right, for a period of fifty years, commencing on the date of delivery of the land in July 2020, which we refer to as the Delivery Date.

Current wording

In 2020 ACM Shanghai, through its wholly-owned subsidiary ACM Lingang, entered into a Grant Contract for State-owned Construction Land Use Right in Shanghai City (Category of R&D Headquarters and Industrial Projects), or the Grant Agreement, with the China (Shanghai) Pilot Free Trade Zone Lin-gang Special Area Administration, or the Grantor. ACM Lingang obtained rights to use approximately 43,000 square meters (10.6 acres) of land in the East China Silicon Hub of Lin-gang Special Area of China (Shanghai) Pilot Free Trade Zone, or the Land Use Right, for a period of fifty years, commencing on the date of delivery of the land in July 2020, which we refer to as the Delivery Date. In exchange for its land use rights, ACM Lingang paid aggregate grant fees of RMB 61.7 million ($9.5 million), or the Grant Fees, and a performance deposit of RMB 12.3 million ($1.9 million), related to the achievement of the certain performance milestones. As of September 30, 2025, ACM Lingang had officially achieved the milestones, and the performance deposit has been refunded in full (note 7).