Blog: AXT INC : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

Item 7.01. Regulation FD Disclosure.

On January 10, 2022, Tongmei’s formal application to list its shares in an
initial public offering (the “IPO”) on the Shanghai Stock Exchange’s Sci-Tech
innovAtion boaRd (the “STAR Market”) was accepted for review by the Shanghai
Stock Exchange. On July 12, 2022, the Shanghai Stock Exchange approved Tongmei’s
IPO application. On August 1, 2022, Tongmei’s revised IPO application was
accepted for review by the China Securities Regulatory Commission (the “CSRC”).
A copy of the revised preliminary information document (the “PID”) that was
submitted by Tongmei in connection with the proposed STAR Market listing and IPO
is furnished as Exhibit 99.1 to this report. Copies of the Supplementary
Offering Sponsorship Letter, Supplementary Listing Sponsorship Letter,
Supplementary Audit Inquiry Letter on Application for IPO and Supplementary
Legal Opinion, which are exhibits to the PID, are being furnished as Exhibits
99.2 to 99.5 to this report.

The information in this report, including Exhibits 99.1 to 99.5, is being
furnished and shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor will it be
incorporated by reference in any filing under the Securities Act of 1933,
amended (the “Securities Act”), or the Exchange Act, except as expressly set
forth by specific reference in such filing.

The STAR Market IPO remains subject to review and approval by the CSRC and other
authorities. The process of going public on the STAR Market includes several
periods of review and, therefore, is a lengthy process. There can be no
assurances that the proposed STAR Market listing and IPO will ultimately be
approved by the CSRC and other authorities and completed.

The Tongmei shares referred to in the PID and this report have not been, and
will not be, registered under the Securities Act or any state securities laws
and may not be offered or sold in the United States absent registration under
the Securities Act or an applicable exemption from the registration requirements
of the Securities Act and applicable state securities laws. This report is
neither an offer to sell nor a solicitation of an offer to buy, nor shall there
be any offer, solicitation or sale of these shares in any jurisdiction in which
such offer, solicitation or sale would be unlawful.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

No.                                       Description

99.1          Preliminary Information Document of Beijing Tongmei Xtal Technology
            Co., Ltd.
99.2*         Supplementary Offering Sponsorship Letter
99.3*         Supplementary Listing Sponsorship Letter
99.4*         Supplementary Audit Inquiry Letter on Application for IPO
99.5*         Supplementary Legal Opinion
104         Cover Page Interactive Data File (formatted as inline XBRL)

* Unofficial English translation of original document prepared in Mandarin

© Edgar Online, source Glimpses

Leave a Reply

Fill in your details below or click an icon to log in: Logo

You are commenting using your account. Log Out /  Change )

Twitter picture

You are commenting using your Twitter account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )

Connecting to %s