Exhibit 3.01
CERTIFICATE OF AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
ACM RESEARCH, INC.
ACM Research, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that:
| | 1. | This Certificate of Amendment hereby amends the Corporation’s Restated Certificate of Incorporation (as amended prior to the date hereof, the “Certificate of Incorporation”) as set forth herein. |
| | 2. | The first paragraph of Article III of the Certificate of Incorporation is hereby amended and restated as follows: |
The total number of shares of capital stock that the Corporation is authorized to issue is 165,307,816, each of which shares has a par value of $0.0001. The Corporation is authorized to issue three classes of capital stock, which are designated “Class A Common Stock,” “Class B Common Stock” and “Preferred Stock.” Of the 165,307,816 authorized shares of capital stock, 150,000,000 shares shall be designated as Class A Common Stock (“Class A Common Shares”), 5,307,816 shares shall be designated as Class B Common Stock (“Class B Common Shares”) and 10,000,000 shares shall be designated as Preferred Stock (“Preferred Shares”). Class A Common Shares and Class B Common Shares are referred to collectively as “Common Shares”. Of the 150,000,000 authorized Class A Common Shares, 60,000,000 shall be issued only as dividends on outstanding Class A Common Shares. Of the 5,307,816 authorized Class B Common Shares, 3,538,544 shall be issued only as dividends on outstanding Class B Common Shares.
| | 3. | Section A(4)(b)(i) of Article III of the Certificate of Incorporation is hereby amended and restated as follows: |
(i) A Class B Common Share shall be immediately and automatically converted into one fully paid and nonassessable Class A Common Share, upon any of the following (each a “Common Conversion Event” with respect to such Class B Common Share):
| | (A) | the occurrence of a Transfer, other than a Permitted Transfer, of such Class B Common Share; or |
| | (B) | the receipt by the Corporation of the affirmative vote at a duly noticed stockholders meeting of the holders of a majority of the Class B Common Shares then outstanding in favor of the conversion of all of the Class B Common Shares. |
For purposes of clarity, a Common Conversion Event pursuant to the preceding clause (A) shall apply only with respect to the share or shares being Transferred (other than in a Permitted Transfer) and not with respect to any other outstanding Class B Common Shares and a Common Conversion Event pursuant to the preceding clause (B) shall apply to all outstanding Class B Common Shares.
| | 4. | Section A(4)(c)(ii) of Article III of the Certificate of Incorporation is hereby amended and restated as follows: |
(ii) [THIS SECTION INTENTIONALLY LEFT BLANK]
| | 5. | Each of the foregoing amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. |
| | 6. | All other provisions of the Certificate of Incorporation shall remain in full force and effect. |
In Witness Whereof, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of July 13, 2021.
| | By: | /s/ Mark McKechnie |
| | | Mark McKechnie |
| | | Chief Financial Officer and Treasurer |
