Report of Foreign Issuer (6-k)
November 29 2017 - 6:09AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2017
Commission File Number: 001-31994
Semiconductor Manufacturing International Corporation
(Translation of registrant’s name into English)
18 Zhangjiang Road
Pudong New Area, Shanghai 201203
People’s Republic of China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒
Form 20-F
☐
Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
☐
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
☐
Yes
☒
No
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a
1
SIGNATURES
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, thereunto duly authorized.
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Semiconductor Manufacturing International Corporation
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Date: November 28, 2017
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By:
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/s/ Dr. Gao Yonggang
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Name:
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Dr. Gao Yonggang
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Title:
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Executive Director, Chief Financial Officer and Joint Company Secretary
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2
Hong Kong
Exchanges
and
Clearing Limited
and The Stock
Exchange
of
Hong Kong
Limited
take
no
responsibility
for
the
contents
of
this
announcement,
make
no
representation
as to
its accuracy
or
completeness
and
expressly disclaim
any
liability whatsoever
for
any loss
howsoever
arising
from
or
in
reliance
upon
the
whol
e
or
any
part
of
the
contents
of
this
announcement.
This
announcement
is
for
information purposes
only and does not
constitute
an
invitation
or
a
solicitation
of an
offer
to
acquire, purchase
or
subscribe
for
securities
or an
invitation
to
enter
into
an
agreement
to
do
any such
things,
nor
is it
calculated
to
invite
any offer
to
acquire, purchase
or
subscribe
for any
securities.
This
announcement
is
not an
offer
of
securities
for
sale
in
the PRC, Hong Kong and the
United States
or
elsewhere.
The PSCS are not
available for
general subscription
in
Hong Kong
or
elsewhere.
This
announcement
does not
constitute
or
form a part
of
any offer
or
solicitation
to
purchase
or
subscribe
for
securities
in
the
United States.
The
Shares
and the PSCS
mentioned herein
have
not
been, and will not be,
registered
under the
Securities
Act, and may not
be
offered
or
sold
in
the United States except pursuant
to
registration
or an
exemption
from the
registration requirements
of
the
Securities
Act.
No
public offering
of the
Shares
and the PSCS will
be
made
in
the
United States.
SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION
中 芯 國 際 集 成 電 路 製 造 有 限 公 司
*
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 981)
POTENTIAL NON-EXEMPT CONNECTED TRANSACTIONS POTENTIAL EXERCISE OF PRE-EMPTIVE RIGHTS BY DATANG AND CHINA IC FUND
This
announcement
is
made
pursuant
to
inside
information provisions
under Part XIVA
of
the Securities
and
Futures Ordinance (Chapter
571
of
the Laws
of
Hong Kong) and
Rule 13.09(2)(a)
of
the
Listing
Rules.
Reference
is
made
to
the
Company’s announcement
dated
10
November
2008
in
relation
to
the Datang Purchase Agreement, pursuant
to
which,
in
case
of
any issue
of new
Shares
or
securities convertible
into
Shares, subject
to
certain exceptions, Datang
has
a pre-emptive
right
to
subscribe
for
(i)
a
pro rata
portion
of
such new
securities
being
issued
and
the Company
is
required
to
notify Datang
of
such
proposed issue;
or
(ii)
should
such
issue
of
new Shares
or
securities convertible
into
Shares
result
in
a
single
investor
or
investor
group
acting
in
concert beneficially owning
more
Shares
than
Datang
and
its
wholly-owned subsidiary, one
Share more than the
number
of
Shares proposed
to be
beneficially
owned
by
such
prospective largest shareholder
of
the
Company.
3
Reference
is
also made
to the
Company’s announcement
dated
12
February
2015
in
relation to
the China
IC
Fund
Purchase Agreement, pursuant
to
which,
in
case
of
any issue
of
new
Shares
or
securities convertible
into
Shares, subject
to
certain exceptions,
China
IC
Fund has
a
pre-
emptive
right
to
subscribe
for
a
pro
rata
portion
of
such new
securities
being issued and
the Company
is
required
to
notify
China
IC
Fund
of
such
proposed
issue.
Reference is made to the Company’s announcement dated 18 April 2011 relation to the Country Hill Subscription Agreement, pursuant to which, in case of any issue of new Shares or securities convertible into Shares, subject to certain exceptions, Country Hill has a pre- emptive right to subscribe for a pro rata portion of such new securities being issued and the Company is required to notify Country Hill of such proposed issue.
POTENTIAL EXERCISE OF PRE-EMPTIVE RIGHTS BY DATANG AND CHINA IC FUND
The
Company
is
currently contemplating
(i)
the
issue
of
Placing Shares
under the
Placing, and/
or
(ii) the
issue
of
the
Placed
PSCS, and has been
informed
by
each
of
Datang
and China
IC
Fund
in
a
non-legally binding letter
of
intent
that
it
intends
to
exercise
its
pre-emptive
right
in
relation
to
the
Placing
and the issue
of the
Placed
PSCS,
up to
the
amount
it
is
entitled
to
under the
Datang Purchase Agreement
(in the case
of
Datang)
and the China
IC
Fund Purchase Agreement
(in the case
of
China
IC
Fund), respectively,
and with
an
additional allocation
of
approximately US$100,000,000 (subject
to
adjustment)
in
aggregate principal amount
of
the
Placed
PSCS (in
the
case
of
Datang)
and with
an
additional allocation
of up
to US$300,000,000 (including
the amount
it is
entitled
to in
relation
to the
exercise
of
pre- emptive right)
in
principal amount
of
the
Placed
PSCS (in the case
of
China
IC
Fund). The exercise
of
the
pre-emptive rights
by
Datang and China
IC
Fund
in
relation
to
the
Placing and
the
issue
of
the Placed PSCS and the
aforesaid additional allocations
will
be on
substantially
the same terms and
conditions
of
the
potential
issues
to
international investors except
for
the condition relating
to
the
obtaining
of
the
approval
of
independent shareholders
of
the Company
and the
necessary government approvals.
As at
the date
of
this
announcement, the Company
has not been
notified
by
Country
Hill
whether
it
intends
to
exercise
its
pre-emptive rights
in
relation
to
the
Placing
and
the
issue
of
the
Placed
PSCS.
SHAREHOLDING LOCK-UP UNDERTAKINGS BY DATANG HK AND XINXIN HK
Each of Datang HK and Xinxin HK has given a lock-up undertaking in relation to the Shares held by it directly (or through nominees) for a period of 90 days to facilitate an orderly marketing, distribution and trading of the Placing Shares and the Placed PSCS.
IMPLICATIONS UNDER THE LISTING RULES
This
announcement
is
made
pursuant
to
inside
information provisions
under Part XIVA
of
the Securities
and
Futures Ordinance (Chapter
571
of
the Laws
of
Hong Kong) and
Rule 13.09(2)(a)
of
the
Listing
Rules.
As
each
of
Datang
and China
IC
Fund
is a
substantial shareholder
of the
Company
and
is
thus
a
connected person
of
the
Company,
any
subscription
for new
securities
of
the
Company by Datang
or
China
IC
Fund will
constitute
a
connected transaction
of
the
Company
and will
be
subject
to
independent shareholders’ approval
under the
Listing Rules.
The
Company will
make such
further announcement
as is
necessary
if
any
agreement(s) is/are entered
into
by
the Company
with
Datang
or
China
IC
Fund
regarding
the
above
matters.
4
UNITED STATES SECURITIES LAW MATTERS
The
Placing Shares
and the
Placed
PSCS have not been and will not
be
registered
under
the Securities
Act
and
may
not be
offered
or
sold
in
the
United States
or to US
persons
(as
defined
in
the
Securities
Act)
unless
the
securities
are
registered
under the
Securities
Act,
or
an exemption
from
the
registration requirements
of
the
Securities
Act
is
available.
There will
be
no
public offering
of
the
Placing Shares
or
Placed
PSCS
in
the
United States. This announcement
does
not
constitute
an
offer
of
any
securities
for
sale.
DEFINITIONS
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‘‘ADS(s)’’
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American depositary
shares
of the
Company,
each
of
which
represents
50
Shares;
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‘‘China
IC
Fund’’
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國家集成電路產業投資基金股份有限公司
(China
Integrated
Circuit Industry
Investment
Fund
Co.
,
Ltd.*)
,
a
company
established
under
PRC laws;
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‘‘China IC Fund Purchase Agreement’’
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the share
purchase agreement
dated
12
February
2015 between the
Company
and China
IC
Fund, the
details
of
which were set out
in
the announcements published
on
12
February
2015, 8 June 2015 and 8 June 2016
by
the
Company;
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‘‘Company’’
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Semiconductor Manufacturing International Corporation
(
中 芯 國 際
集成電路製造有限公司
*)
,
a
company
incorporated
in
the
Cayman Islands
with
limited liability,
the
Shares
of
which
are
listed
on
the
main board
of
the Stock
Exchange
and
the
ADSs
of
which
are
listed
on
the
New
York
Stock
Exchange,
Inc.;
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‘‘connected person(s)’’
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has the meaning ascribed to it under the Listing Rules;
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‘‘Country
Hill’’
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Country
Hill
Limited, a wholly-owned subsidiary
of
Bridge Hill Investments Limited,
which
is
a subsidiary controlled
by
China Investment
Corporation;
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‘‘Country Hill Subscription Agreement’’
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the share subscription agreement dated 18 April 2011 between the Company and Country Hill, the details of which were set out in the announcements published on 18 April 2011, 24 October 2013, 18 December 2013, 22 August 2014, 12 February 2015, 12 June 2015 and 8 June 2016 by the Company;
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‘‘Datang’’
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Datang Telecom Technology & Industry Holdings
Co.,
Ltd.,
a company established
under PRC
laws;
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‘‘Datang
HK’’
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Datang Holdings (Hongkong) Investment Company Limited, a company incorporated
in
Hong
Kong
and
a wholly-owned subsidiary
of
Datang,
which
as at
the date
of
this
announcement
is
likely
to
hold the
securities
issued upon the
exercise
of
pre-emptive
right
by
Datang
under the
Datang Purchase Agreement
in
relation
to
the
Placing
and the issue
of the
Placed
PSCS;
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5
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‘‘Datang
Purchase Agreement’’
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the share purchase agreement dated 6 November 2008 between the Company and Datang (as amended by the supplemental agreement dated 22 August 2014), the details of which were set out in the announcements published on 10 November 2008, 16 August 2010, 6 May 2011, 24 October 2013, 18 December 2013, 22 August 2014, 12 February 2015, 12 June 2015 and 8 June 2016 by the Company;
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‘‘Hong
Kong’’
|
Hong
Kong
Special
Administrative
Region
of
the
PRC;
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‘‘Listing
Rules’’
|
the
Rules
Governing
the
Listing
of
Securities
on
the
Stock
Exchange;
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‘‘Placed
PSCS’’
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the perpetual subordinated convertible securities proposed to be
issued by the Company
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‘‘Placing’’
|
the
placing
of
the
Placing Shares, details
of
which are more
fully described
in
the
section
headed ‘‘Potential
Exercise
of
Pre-emptive Rights
by
Datang
HK
and
China
IC
Fund’’
in
this
announcement;
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‘
‘
Placin
g
Shares
’’
|
new Shares to be placed under the Placing;
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‘‘PRC’’
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the People’s Republic of China (for the purpose of this announcement excluding Hong Kong, Macau Special Administrative Region of the People’s Republic of China and Taiwan);
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‘‘Securities
Act’’
|
the
U.S.
Securities
Act
of
1933,
as
amended;
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‘‘Share(s)’’
|
share(s)
of
US$0.004
each
in
the share
capital
of
the
Company;
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‘‘Stock
Exchange’’
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The Stock
Exchange
of
Hong Kong
Limited;
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‘‘substantial shareholder(s)’’
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has the meaning ascribed to it under the Listing Rules;
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‘‘US’’or ‘‘United States’’
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the United States of America;
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‘‘US$’’
|
United
States
dollars,
the
lawful
currency
of
the
United
States;
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‘‘Xinxin
HK’’
|
Xinxin (Hongkong) Capital Co., Ltd., a wholly-owned subsidiary of China IC Fund, which as at the date of this announcement is indicated by China IC Fund to hold the securities issued upon the exercise of pre-emptive right by China IC Fund under China IC Fund Purchase Agreement in relation to the Placing and the issue of the Placed PSCS; and
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‘‘%’’
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per
cent.
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6
By order of the Board
Semiconductor Manufacturing International Corporation Gao Yonggang
Executive Director, Chief Financial Officer and Joint Company Secretary
Shanghai, PRC
28 November 2017
As at the date of this announcement, the directors of the Company are:
Executive Directors
Zhou Zixue
(Chairman)
Zhao
HaiJun
(Co-Chief Executive Officer)
Liang Mong Song
(Co-Chief Executive Officer)
Gao
Yonggang
(Chief Financial
Officer)
Non-executive Directors
Tzu-Yin Chiu
(Vice Chairman)
Chen Shanzhi Zhou Jie
Ren Kai Lu Jun
Tong Guohua
Independent Non-executive Directors
Lip-Bu Tan
William
Tudor
Brown Carmen
I-Hua
Chang Shang-yi Chiang
Jason
Jingsheng
Cong
*
For
identification purposes
only
7
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