Item 4.01 Changes in Certifying Accountant of Declarant.
(a) Termination of former independent registered public accounting firm
On May 12, 2022the audit committee of the board of directors completed a competitive selection process to determine our independent registered public accounting firm for the year ending December 31, 2022. The Audit Committee has invited several independent accounting firms subject to the control of the Public Company Accounting Oversight Council, or PCAOB. As a result of this process, on May 16, 2022we rejected BDO China Shu Lun Pan Certified Public Accountants LLP, or BDO China, as our registered independent accounting firm. BDO China, which audited our consolidated financial statements from 2015 to 2021, is not inspected by the PCAOB and therefore was not considered by the audit committee when selecting our audit firm- independent accountants registered for the year ending December 31, 2022.
BDO China’s reports on our consolidated financial statements and internal control over financial reporting for the years ended December 31, 2021
and 2020 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, scope of the audit or accounting principles.
During the fiscal years ended December 31, 2021 and 2020 and in the following intermediate period until March 31, 2022there has been (a) no “disagreement” (as defined in Regulation SK 304(a)(1)(iv) and the instructions therein) with BDO China on any matter of principle or accounting practices, financial statement disclosure, or audit scope or procedure which, if not resolved to BDO China’s satisfaction, would have caused BDO China to refer to it in its reports on the financial statements. consolidated financial statements for the years ended December 31, 2021 and 2020 and (b) no “Reportable Event” (as defined in Rule SK Section 304(a)(1)(v)).
We have provided a copy of the above information to BDO China and requested that BDO China provide us with a letter addressed to Security and Exchange Commission, pursuant to Section 304(a)(3) of Regulation SK, stating whether BDO China agrees or disagrees with the above information. A copy of BDO China’s letter provided pursuant to this request is filed as Exhibit 16.1 to this Form 8-K.
(b) Commitment of a New Registered Independent Public Accounting Firm
On May 12, 2022the audit committee also approved the commitment of Armanino LLPor Armaninoas our new independent accounting firm registered to perform independent auditing services for the year ending December 31, 2022.
Armanino is subject to control by the PCAOB. The commitment of Armanino
became effective on May 19, 2022.
During the fiscal years ended December 31, 2021 and 2020 and in the following intermediate period until March 31, 2022neither we nor anyone on our behalf have consulted Armanino with respect to either (a) the application of accounting principles to a specific transaction, whether completed or proposed, or the type of audit opinion that might be rendered with respect to our consolidated financial statements, and no written report or oral notice has been provided to us by
Armanino it was an important factor that we considered in making a determination regarding any accounting, auditing, or financial reporting matter or (b) any matter on which we “disagreed” ( as defined in Section 304(a)(1)(iv) of Regulation SK and related instructions) or a “Reportable Event” (as defined in Section 304(a)(1)(v) of the SK regulations).
Item 8.01 Other Events.
As part of our annual shareholders’ meeting to be held on June 30, 2022 or the 2022 annual meeting, we will file with the Security and Exchange Commission or the SECONDand provide holders of our Class A and Class B common stock beginning on May 3, 2022 (the record date of the 2022 annual meeting), a proxy statement which will include a proposal to ratify the covenant of Armanino as our registered independent accounting firm for the year ending
December 31, 2022. Shareholders are urged to read the proxy statement and any other relevant documents filed with the SECOND as they become available, as they will contain important information.
Shareholders will be able to obtain the proxy statement and other materials filed by us relating to the 2022 annual meeting free of charge when such materials become available in (a) by sending a letter to Shareholder Services at ACM Research, Inc., 42307 Osgood RoadSuite I, Fremont, California 94539 to the attention of our Corporate Secretary or by email at [email protected] or (b) by visiting our website at www.acmrcsh.com or the DRY website at www.sec.gov.
Information concerning the identity of persons who may, under the rules of the SECONDwill be deemed to be participants in the solicitation of shareholders in connection with the 2022 annual meeting, and their interests in the solicitation will be set forth in the proxy statement that we will file with the SECOND as part of the 2022 General Assembly.
Item 9.01 Financial statements and supporting documents.
16.1 Letter dated May 19, 2022 from BDO China Shu Lun Pan Certified Public
Accountants LLP to the Securities and Exchange Commission
104 Cover Page Interactive Data File (embedded within the Inline XBRL
© Edgar Online, source Previews