Research, Inc. (NASDAQ: ACMR) sells 4.8M Shanghai shares at RMB 160
Filing Impact
Filing Sentiment
Form Type
8-K
Research, Inc., through its controlling subsidiary ACMR US, completed an inquiry-based sale of 4,801,648 shares of Research (Shanghai), Inc. at RMB 160.00 (approximately $23.05) per share to 30 institutional investors.
After this transaction, the aggregate ownership of ACMR US and its concert parties in Shanghai decreased from 74.84% to 73.72%, a 1.00% reduction of Shanghai’s total share capital. Shanghai states there are no undisclosed operational risks or other material matters under applicable STAR Market listing rules, and the change does not alter its controlling shareholder or actual controller.
Positive
- None.
Negative
- None.
Insights
ACMR monetizes a small portion of its Shanghai stake without losing control.
Research, Inc. (via ACMR US) sold 4,801,648 Shanghai shares through an inquiry-based transfer at RMB 160.00 per share. This represents 1.00% of Shanghai’s total share capital and modestly reduces the group’s ownership while keeping it above 70%.
The aggregate holding of ACMR US and its concert parties falls from 74.84% to 73.72%. Shanghai explicitly states the change will not affect its controlling shareholder or actual controller, and confirms there are no undisclosed operational risks or material issues under STAR Market rules.
Thirty institutional investors, including domestic fund managers and several QFIIs, received allocations, each with a six‑month lock-up period. The price was set via a regulated inquiry process, with the floor linked to the 20‑day average trading price before the subscription invitation date.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 6, 2026
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code: (510 ) 445-3700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934:Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 8.01 Other Events.
As previously disclosed, on January 30, 2026, ACM Research (Shanghai), Inc. (“ACM Shanghai”), the operating subsidiary of ACM Research, Inc. (the “Company”) issued a notice to the Shanghai Stock Exchange (the “SSE”) that the Company intends to sell 4,801,648 shares (the “Shares”) of ACM Shanghai through an inquiry-based share transfer plan (the “Plan”). On February 2, 2026, ACM Shanghai issued a subsequent notice (the “Pricing Notice”) to the SSE announcing RMB 160.00 (approximately $23.05) as the preliminarily determined transfer price per Share to be sold under the Plan. On February 6, 2026, ACM Shanghai issued a second subsequent notice (the “Results Notice”) to the SSE announcing the Company sold 4,801,648 Shares at a price of RMB 160.00 (approximately $23.05) per Share. Upon completion of the sale of the Shares under the Plan, the Company’s aggregate ownership percentage in ACM Shanghai decreased from 74.84% to 73.72%. A copy of the Results Notice is attached as Exhibit 99.1 hereto.
The information in this Current Report on Form 8-K, including Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended.
This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties. These risks and uncertainties include market conditions, judicial freezing, enforcement, compulsory disposition, completion of the sale of the Shares through the China Securities Depository and Clearing Corporation Limited, Shanghai Branch, and other risks detailed from time to time in the Company’s periodic reports and other filings with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance on forward-looking statements, which are based on the Company’s current intentions, expectations and assumptions and speak only as of the date of this Current Report on Form 8-K. The Company does not intend to revise or update any forward-looking statement in this Current Report on Form 8-K as a result of new information, future events or otherwise, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description | |||||||
99.1* 104 | ACM Research (Shanghai), Inc. Report on Results of Shareholder Inquiry-Based Transfer and Indicative Announcement of Change in Equity by Shareholders Holding 5% or More of Shares Reaching an Integer Multiple of 1%, submitted by ACM Research, Inc. to the Shanghai Stock Exchange on February 6, 2026. Cover Page Interactive Data File (embedded within the XBRL document) | |||||||
* Unofficial English translation of original document prepared in Mandarin Chinese.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
ACM RESEARCH, INC.
By: /s/ Mark McKechnie________________________
Mark McKechnie
Chief Financial Officer and Treasurer
Dated: February 6, 2026
3
Exhibit 99.1
Stock Code: 688082 Stock Abbreviation: ACM Shanghai Announcement No.: 2026-005
ACM Research (Shanghai), Inc.
Report on Results of Shareholder Inquiry-Based Transfer and Indicative Announcement on Change in Equity by Shareholders Holding 5% or More of Shares Reaching an Integer Multiple of 1%
ACM RESEARCH, INC. (hereinafter referred to as “ACMR US” or the “Transferor”) warrants that the information provided to ACM Research (Shanghai), Inc. (hereinafter referred to as the “Company” or “ACM Shanghai”) contains no false records, misleading statements or material omissions, and is legally liable for its authenticity, accuracy and completeness thereof in accordance with the law. ACM Shanghai and all members of its Board of Directors hereby warrant that the content of this announcement is consistent with the information provided by the person subject to disclosure obligations. | ||
Important Notice:
The price of the Inquiry-Based Transfer is RMB 160.00 per share, with a total of 4,801,648 shares being transferred.
ACMR US, the controlling shareholder of ACM Shanghai, participated in the Inquiry-Based Transfer. ACMR US is a company controlled by HUI WANG, the actual controller and Chairman of ACM Shanghai, and the Transferor in the Inquiry-Based Transfer is acting in concert with HUI WANG and Jian Wang, a Director and General Manager of ACM Shanghai.
ACM Shanghai has no operational risks that should be disclosed but have not been disclosed, nor does it have any other material matters that should be disclosed but have not been disclosed, under Section 2 of Chapter 8 of the Rules Governing the Listing of Stocks on the STAR Market of Shanghai Stock Exchange;
1
Exhibit 99.1
This change in equity constitutes a reduction of shareholding and passive dilution, and the transfer will not result in a change of ACM Shanghai’s controlling shareholder or actual controller.
Following this change in equity, the total shareholding percentage of the Transferor, ACMR US, and its parties acting in concert with it will decrease from 74.84% to 73.72%, with the change in equity interest held by them in ACM Shanghai reaching an integer multiple of 1%.
I. Details on the Transferor
(I) Basic Information of the Transferor
As of January 30, 2026, the number of shares held by the Transferor and its shareholding percentage in ACM Shanghai are as follows:
| S.N. | Name of Shareholder | Number of Shares Held (shares) | Percentage of Total Share Capital | ||||||||
1 | ACMR US | 357,692,308 | 74.49% | ||||||||
Note: The above shareholding percentage is calculated based on ACM Shanghai’s total share capital of 480,164,789 shares as of January 30, 2026.
The Transferor, ACMR US, in the Inquiry-Based Transfer is the controlling shareholder of ACM Shanghai, and a company controlled by HUI WANG, the actual controller and Chairman of ACM Shanghai, and the Transferor in the Inquiry-Based Transfer is a party acting in concert with HUI WANG and Jian Wang, a Director and General Manager of ACM Shanghai, and the concert parties collectively hold more than 5% of the total share capital of ACM Shanghai.
(II) Explanation on the Acting-in-Concert Relationship of the Transferor and Specific Circumstances
The Transferor, ACMR US, in the Inquiry-Based Transfer is acting in concert with HUI WANG, the actual controller and Chairman of ACM Shanghai, and Jian Wang, a Director and General Manager of ACM Shanghai.
(III) Specific Details on the Transfer
2
Exhibit 99.1
S.N. | Name of Shareholder | Number of Shares Held (shares) | Shareholding Percentage | Number of Shares Intended to be Transferred (shares) | Number of Shares Actually Transferred (shares) | Number of Shares Actually Transferred as a Percentage of Total Share Capital | Shareholding Persentage After Transfer | ||||||||||||||||
1 | ACMR US | 357,692,308 | 74.49% | 4,801,648 | 4,801,648 | 1.00% | 73.49% | ||||||||||||||||
Total | 357,692,308 | 74.49% | 4,801,648 | 4,801,648 | 1.00% | 73.49% | |||||||||||||||||
(IV) Reasons for the Transferor’s Failure to Transfer and Its Impact
□ Applicable √ Not applicable
II. Details on the Changes in Equity of the Transferor
√ Applicable □ Not applicable
(I) ACMR US and Its Acting-in-Concert Parties
From November 4, 2025 to November 20, 2025, HUI WANG, ACM Shanghai’s actual controller and Chairman, reduced his shareholding in ACM Shanghai by a total of 199,794 shares through centralized bidding transactions, representing 0.04% of ACM Shanghai’s total share capital at that time; and from November 5, 2025 to November 21, 2025, Jian Wang, a Director, General Manager, and core technician of ACM Shanghai, who is a party acting in concert, reduced his shareholding in ACM Shanghai by a total of 148,104 shares through centralized bidding transactions, representing 0.03% of ACM Shanghai’s total share capital at that time. For more details thereon, please refer to ACM Shanghai’s Announcement on Results of Shareholding Reduction by Actual Controller and Parties Acting in Concert, Certain Directors and Senior Management (Announcement No. 2025-087) dated November 22, 2025.
On November 7, 2025, after the completion of share registration for the first batch of vested shares under the first vesting period of the reserved grant portion of
3
Exhibit 99.1
ACM Shanghai’s 2023 Restricted Stock Incentive Plan, ACM Shanghai’s total share capital increased from 479,892,514 shares to 480,164,789 shares, resulting in that the shareholding percentages of ACMR US and its acting-in-concert parties, HUI WANG and Jian Wang, in ACM Shanghai was passively diluted accordingly.
On February 6, 2026, ACMR US reduced its shareholding in ACM Shanghai by 4,801,648 through the Inquiry-Based Transfer, representing 1.00% of ACM Shanghai’s total share capital.
Following this change in equity, the aggregate shareholding percentage of ACMR US and its acting-in-concert parties in ACM Shanghai will decrease from 74.84% to 73.72%. This change in equity will not result in a change in ACM Shanghai’s controlling shareholder or actual controller.
The Transferor, ACMR US, in the Inquiry-Based Transfer, is acting in concert with HUI WANG, ACM Shanghai’s actual controller and Chairman, and Jian Wang, a Director and General Manager of ACM Shanghai.
In summary, the aggregate shareholding percentage of ACMR US and its parties acting in concert decreased from 74.84% to 73.72%, with the change in equity interests held in ACM Shanghai reaching an integer multiple of 1%.
1. Basic Information
Basic Information on ACM US | Name | ACM RESEARCH, INC. | ||||||
Address | c/o Corporation Service Company,251 Little Falls Drive, County of New Castle, Wilmington, Delaware 19808 | |||||||
Date of Change in Equity | February 6, 2026 | |||||||
Basic Information on HUI WANG | Name | HUI WANG | ||||||
Address | Buildings 5, 6, 7, 8, Lane 999, Dangui Road, China (Shanghai) Pilot Free Trade Zone | |||||||
Date of Change in Equity | November 20, 2025 | |||||||
Basic Information on Jian Wang | Name | Jian Wang | ||||||
Address | Buildings 5, 6, 7, 8, Lane 999, Dangui Road, China (Shanghai) Pilot Free Trade Zone | |||||||
Date of Change in Equity | November 21, 2025 | |||||||
2. Specific Details on this Change in Equity
4
Exhibit 99.1
Name of Shareholder | Method of Change | Date of Change | Type of Equity | Number of Shares Reduced (shares) | Percentage of Percentage Reduction | ||||||||||||
| ACMR US | Others | November 7, 2025 | RMB Ordinary Shares | 0 | 0.04% | ||||||||||||
Inquiry-Based Transfer | February 5, 2026 | RMB Ordinary Shares | 4,801,648 | 1.00% | |||||||||||||
Total | - | - | 4,801,648 | 1.04% | |||||||||||||
HUI WANG | Centralized Bidding | November 4–20, 2025 | RMB Ordinary Shares | 199,794 | 0.04% | ||||||||||||
Others | November 7, 2025 | RMB Ordinary Shares | 0 | 0.00% | |||||||||||||
Total | - | - | 199,794 | 0.04% | |||||||||||||
Jian Wang | Centralized Bidding | November 5–21, 2025 | RMB Ordinary Shares | 148,104 | 0.03% | ||||||||||||
Others | November 7, 2025 | RMB Ordinary Shares | 0 | 0.00% | |||||||||||||
Total | - | - | 148,104 | 0.03% | |||||||||||||
Notes: (1) “Others” in the Method of Change refers to the increase in ACM Shanghai’s total share capital and the passive dilution of the shareholding percentage of ACMR US and its acting-in-concert parties, HUI WANG and Jian Wang, due to the completion of share registration for the first batch of vested shares under the first vesting period of the reserved grant portion of ACM Shanghai’s 2023 Restricted Stock Incentive Plan.
(2) The “Percentage of Shareholding Reduction” is calculated based on ACM Shanghai’s total share capital at the time of the occurrence of the change in equity, and minor discrepancies may result from rounding off.
3. Changes in Equity Owned by the Investor and Its Acting-in-Concert Parties in ACM Shanghai before and after this Change in Equity
Name of Shareholder | Nature of Shares | Shares Held before this Transfer | Shares Held after this Transfer | ||||||||||||||
Number of Shares (shares) | Percentage of Total Share Capital | Number of Shares (shares) | Percentage of Total Share Capital | ||||||||||||||
ACMR US | Total Shares Held | 357,692,308 | 74.54% | 352,890,660 | 73.49% | ||||||||||||
in which: unrestricted shares | 357,692,308 | 74.54% | 352,890,660 | 73.49% | |||||||||||||
HUI WANG | Total Shares Held | 850,962 | 0.18% | 651,168 | 0.14% | ||||||||||||
in which: unrestricted shares | 312,500 | 0.07% | 112,706 | 0.02% | |||||||||||||
5
Exhibit 99.1
Jian Wang | Total Shares Held | 592,755 | 0.12% | 444,651 | 0.09% | ||||||||||||
in which: unrestricted shares | 294,293 | 0.06% | 146,189 | 0.03% | |||||||||||||
Total | Total Shares Held | 359,136,025 | 74.84% | 353,986,479 | 73.72% | ||||||||||||
in which: unrestricted shares | 358,299,101 | 74.66% | 353,149,555 | 73.55% | |||||||||||||
Note: The term “before this Transfer” refers to the period before this change in equity, specifically after the completion of registration for the new shares issued by ACM Shanghai to specific investors for the year of 2024 on September 26, 2025; and the term “after this Transfer” refers to the period after this change in equity, specifically after the completion of this Inquiry-Based Transfer.
III. Details on the Transferees
(I) Information on the Transfer
S.N. | Name of Transferee | Type of Investor | Number of Shares Actually Transferred (shares) | Number of Shares Transferred as a Percentage of Total Share Capital | Lock-up Period (months) | ||||||||||||
1 | China Asset Management Co., Ltd. | Fund Management Company | 1,370,000 | 0.29% | 6 months | ||||||||||||
2 | Nuode Fund Management Co., Ltd. | Fund Management Company | 735,500 | 0.15% | 6 months | ||||||||||||
3 | Guotai Fund Management Co., Ltd. | Fund Management Company | 415,148 | 0.09% | 6 months | ||||||||||||
4 | Caitong Fund Management Co., Ltd. | Fund Management Company | 330,500 | 0.07% | 6 months | ||||||||||||
5 | Huian Fund Management Co., Ltd. | Fund Management Company | 288,000 | 0.06% | 6 months | ||||||||||||
6 | UBS AG | Qualified Foreign Institutional Investor (QFII) | 249,000 | 0.05% | 6 months | ||||||||||||
7 | Shenwan Hongyuan Securities Co., Ltd. | Securities Company | 180,000 | 0.04% | 6 months | ||||||||||||
8 | E Fund Management Co., Ltd. | Fund Management Company | 161,000 | 0.03% | 6 months | ||||||||||||
9 | Shanghai Zhinan Xingyuan Private Fund Management Co., Ltd. | Private Fund Manager | 100,000 | 0.02% | 6 months | ||||||||||||
6
Exhibit 99.1
10 | Shangrong Capital Management Co., Ltd. | Private Fund Manager | 80,000 | 0.02% | 6 months | ||||||||||||
11 | Morgan Stanley International Holdings Inc. | Qualified Foreign Institutional Investor (QFII) | 74,000 | 0.02% | 6 months | ||||||||||||
12 | Shenzhen Commander Capital Management Co., Ltd. | Private Equity Fund Manager | 65,000 | 0.01% | 6 months | ||||||||||||
13 | J.P. Morgan Securities plc | Qualified Foreign Institutional Investor (QFII) | 62,000 | 0.01% | 6 months | ||||||||||||
14 | Sichuan Development Securities Investment Fund Management Co., Ltd. | Private Fund Manager | 62,000 | 0.01% | 6 months | ||||||||||||
15 | Yuhui Capital Management (Beijing) Co., Ltd. | Private Fund Manager | 62,000 | 0.01% | 6 months | ||||||||||||
16 | Shanghai Jinde Private Fund Management Co., Ltd. | Private Fund Manager | 62,000 | 0.01% | 6 months | ||||||||||||
17 | Qingdao Luxiu Investment Management Co., Ltd. | Private Fund Manager | 60,000 | 0.01% | 6 months | ||||||||||||
18 | Guolian Securities Asset Management Co., Ltd. | Securities Company | 52,000 | 0.01% | 6 months | ||||||||||||
19 | Bodao Fund Management Co., Ltd. | Fund Management Company | 52,000 | 0.01% | 6 months | ||||||||||||
20 | Yuekai Innovation Investment Co., Ltd. | Private Fund Manager | 31,500 | 0.01% | 6 months | ||||||||||||
21 | Huatai-PineBridge Fund Management Co., Ltd. | Fund Management Company | 31,000 | 0.01% | 6 months | ||||||||||||
22 | Shenzhen Junzi Qianqian Private Securities Investment Fund Management Co., Ltd. | Private Fund Manager | 31,000 | 0.01% | 6 months | ||||||||||||
7
Exhibit 99.1
23 | Zhejiang Ruijiu Equity Investment Co., Ltd. | Private Fund Manager | 31,000 | 0.01% | 6 months | ||||||||||||
24 | Shanghai Muxin Private Fund Management Co., Ltd. | Private Fund Manager | 31,000 | 0.01% | 6 months | ||||||||||||
25 | Shanghai Chengzhou Investment Management Co., Ltd. | Private Fund Manager | 31,000 | 0.01% | 6 months | ||||||||||||
26 | Guohai Securities Co., Ltd. | Securities Company | 31,000 | 0.01% | 6 months | ||||||||||||
27 | Shanghai Kunyang Private Fund Management Co., Ltd. | Private Fund Manager | 31,000 | 0.01% | 6 months | ||||||||||||
28 | Ningbo Ningju Asset Management Center (Limited Partnership) | Private Fund Manager | 31,000 | 0.01% | 6 months | ||||||||||||
29 | “Hangzhou Zhongda Junyue Investment Co., Ltd. | Private Fund Manager | 31,000 | 0.01% | 6 months | ||||||||||||
30 | “Zhijian (Shaoxing Keqiao) Private Fund Management Co., Ltd. | Private Fund Manager | 31,000 | 0.01% | 6 months | ||||||||||||
Total | 4,801,648 | 1.00% | |||||||||||||||
Note: Any discrepancies in mantissa between the total value and the sum of individual values in the table above are caused by rounding off.
(II) Inquiry Process of the Inquiry-Based Transfer
The Transferor and Guotai Haitong Securities Co., Ltd. (hereinafter referred to as the “Organizing Securities Company”) have jointly determined the floor price for the Inquiry-Based Transfer through consultation, taking into account factors such as the shareholder’s own capital needs, and the floor price for the Inquiry-Based Transfer shall not be lower than 70% of the average trading price of ACM Shanghai’s shares over the 20 trading days preceding the date of issuance of the Subscription Invitation Letter (i.e., January 30, 2026, inclusive) (the average trading price of the shares over the 20 trading days preceding the date of issuance of the Subscription Invitation Letter = total value of shares traded over the 20 trading days preceding the date of issuance
8
Exhibit 99.1
of the Subscription Invitation Letter / total volume of shares traded over the 20 trading days preceding the date of issuance of the Subscription Invitation Letter).
The Subscription Invitation Letter for the Inquiry-Based Transfer has been delivered to 274 institutional investors in total, specifically including: 73 fund management companies, 57 securities companies, 28 insurance companies, 11 qualified foreign investors, 99 private fund managers, 3 bank wealth management institutions,2 trust companies, and 1 futures company.
Within the valid application period set forth in the Subscription Invitation Letter, i.e., from 7:15:00 to 9:15:59 on February 2, 2026, the Organizing Broker received a total of 46 Subscription Quotation Forms from 38 institutional investors, in which, 45 quotations were valid and 1 quotation was invalid. All investors participating in the application have submitted their relevant application documents in a timely manner.
(III) Results of Inquiry
The Organizing Broker received a total of 46 Subscription Quotation Forms from 38 institutional investors, in which, 45 quotations were valid. Pursuant to the pricing principles set forth in the Subscription Invitation Letter, shares were ultimately allocated to 30 investors, and the finally confirmed price for the Inquiry-Based Transfer was RMB 160.00 per share, with a total of 4,801,648 shares being transferred.
(IV) Whether the Transfer will Results in a Change of Control of ACM Shanghai
□ Applicable √ Not applicable
(V) Failure of the Transferees to Subscribe for Shares
□ Applicable √ Not applicable
IV. Details on the Changes in Equity of the Transferees
□ Applicable √ Not applicable
V. Verification Process and Opinion of the Intermediary Institution
9
Exhibit 99.1
Guotai Haitong Securities Co., Ltd. has conducted prudent verification of the Transferor, transferees, qualifications of inquiry participants to subscribe for shares, and the scope of distributing the Subscription Invitation Letter for the Inquiry-Based Transfer, etc., and it is of the opinion that:
The process of the Inquiry-Based Transfer complies with the principles of fairness and impartiality, and is in accordance with the prevailing regulatory requirements in the securities market. The final price for the share transfer was determined through the inquiry-based method. The entire Inquiry-Based Transfer process is in compliance with the relevant provisions of the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Implementation Opinions on Establishing the STAR Market and Piloting Registration System in Shanghai Stock Exchange, the Measures for Continuous Supervision on Companies Listed on the STAR Market (for Trial Implementation), the Rules Governing the Listing of Stocks on the STAR Market of the Shanghai Stock Exchange (Revised April 2025), and the Guidelines No. 4 of the Shanghai Stock Exchange for Self-Regulation of Listed Companies on the STAR Market —Inquiry-Based Transfer and Placement (Revised March 2025), and other laws and regulations, departmental rules and normative documents.
VI. Attachment to Online Announcement
Verification Report of Guotai Haitong Securities Co., Ltd. on the Inquiry-Based Transfer of Shares by Shareholders of ACM Research (Shanghai), Inc. to Specific Institutional Investors
This Announcement is hereby issued.
ACM Research (Shanghai), Inc.
Board of Directors
February 6, 2026
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FAQ
What did Research, Inc. (ACMR) announce regarding its Shanghai subsidiary stake?
Research, Inc., via ACMR US, disclosed it sold 4,801,648 shares of Research (Shanghai), Inc. through an inquiry-based transfer. The transaction reduced the aggregate holding of ACMR US and its concert parties from 74.84% to 73.72% of Shanghai’s total share capital.
At what price were the Research (Shanghai), Inc. shares sold by ACMR?
The shares were sold at RMB 160.00 per share, approximately $23.05. This price was determined through an inquiry-based process run by Guotai Haitong Securities, following STAR Market rules and using a floor linked to Shanghai’s 20‑day average trading price.
Does the Shanghai share sale change control of the subsidiary for ACMR?
The sale does not change control of Research (Shanghai), Inc. After selling 1.00% of Shanghai’s total share capital, the aggregate ownership of ACMR US and its acting-in-concert parties declines from 74.84% to 73.72%, and the controlling shareholder and actual controller remain the same.
Who bought the 4,801,648 Shanghai shares sold by ACMR US?
Shares were allocated to 30 institutional investors, including fund management companies, securities firms, private fund managers, and qualified foreign institutional investors such as UBS AG, Morgan Stanley International Holdings Inc., and J.P. Morgan Securities plc, each subject to a six‑month lock‑up period.
Did Shanghai disclose any new operational risks in connection with ACMR’s share sale?
Shanghai stated it has no undisclosed operational risks or other material matters requiring disclosure under Section 2 of Chapter 8 of the STAR Market listing rules. The equity change is described as a shareholding reduction and passive dilution without impact on its controlling shareholder or actual controller.
How was the inquiry-based transfer for ACMR’s Shanghai shares conducted?
The transfer used an inquiry-based process organized with Guotai Haitong Securities. A subscription invitation was sent to 274 institutional investors; 45 valid quotations were received, and 4,801,648 shares were ultimately allocated to 30 investors at RMB 160.00 per share under applicable PRC securities regulations.