Report of Foreign Issuer (6-k)
December 15 2017 - 7:18AM
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 December, 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
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: December 14, 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
a
nd
Clearing
Limited
a
nd
The
Stock
Exchange
of
H
ong
Kong
Limited
take
no
r
esponsibility
f
or
th
e
c
ontents
of
this
announcement,
make
no
representation
as
to
its
accuracy
o
r
completeness
and
expressly
disclaim
a
ny
liability
whatsoever
for
any
loss
howsoever
arising
from
or
in
reliance
upon
the
whole
or
any
part
of
the
c
ontents
of
t
his
announcement.
This
announcement
is
f
or
information
purposes
only
and
does
not
constitute
an
invitation
or
a
s
olicitation
of
a
n
o
ffer
to
acquire,
purchas
e
o
r
subscribe
for
s
ecurities
of
the
Company
or
an
invitation
to
enter
i
nto
a
n
agreement
to
do
any
such
things,
nor
is
it
calculated
to
invite
any
offer
t
o
acquire,
purchase
o
r
subscribe
f
or
any
securities.
T
his
announcement
is
n
ot
an
offer
of
s
ecurities
f
or
sale
in
the
PRC,
Hong
Kong
and
t
he
United
States
or
elsewhere.
The
PSCS
are
not
available
f
or
general
subs
cription
in
Hong
Kong
or
elsewhere.
This
announcement
does
not
constitute
or
fo
rm
a
p
art
of
a
ny
offer
o
r
s
olicitation
t
o
purchase
o
r
subscribe
for
s
ecurities
in
th
e
United
States.
The
Shares
and
t
he
PSCS
mentioned
h
erein
have
n
ot
been,
a
nd
will
not
be
,
registered
und
er
the
Securities
A
ct,
a
nd
may
not
be
offered
o
r
sold
in
t
he
United
States
except
pursuant
to
registration
or
an
exemption
f
rom
t
he
registration
requirements
of
the
Securities
A
ct.
N
o
public
offering
of
the
Shares
and
the
PSCS
will
be
m
ade
in
the
United
States.
SEMICONDUCTOR
M
ANUFACTURING
I
NTERNATIONAL
CORPORATION
(incorporated
in
t
he
Cayman
Islands
with
limited
li
ability)
(Stock
Code:
981)
NON-EXEMPT
CONNECTED TRANSACTIONS —
EXERCISE
OF
PRE-EMPTIVE
RIGHTS
AND
ADDITIONAL
SUBSCR
IP
T
IO
NS
BY
DATANG
AND
C
HI
NA
I
C
FUND
In
connection
w
ith
t
he
issue
o
f
t
he
Placing
Shares
and
the
P
laced
P
SCS,
the
China
IC
Fund
Pre-emptive
Subscription
and
t
he
China
IC
Fund
Further
Subscription
and
pursuant
to
t
he
Datang
Purchase
Agreement,
Datang
has
d
elivered
a
notice
to
t
he
Company
that
it
will
exercise
its
p
re-emptive
r
ig
ht
i
n
r
el
at
i
on
to
th
e
iss
u
e
o
f
th
e
P
l
a
ci
n
g
Shares,
the
P
laced
P
SCS,
the
China
IC
Fund
Pre-emptive
Subscription
and
t
he
China
IC
Fund
Further
S
ubscription
up
to
the
amount
it
is
entitled
to
under
the
Datang
Purchase
Agreement.
Datang
has
a
lso
i
ndicated
to
t
he
Company
that
it
intends
to
s
ub
sc
r
i
b
e
f
or
th
e
Datan
g
Furth
er
PSCS
for
an
a
ggregate
prin
cip
al
amount
(for
th
e
Datang
Further
P
SCS
and
t
he
Datang
Pre-emptive
P
SCS)
of
US$200
million.
3
In
connection
w
ith
t
he
issue
o
f
t
he
Placing
S
hares
and
the
P
laced
PSCS,
the
Datang
Pre-emptive
S
ubscription
and
t
he
Datang
Further
Subscription
and
pursuant
to
t
he
China
IC
Fund
Purchase
Agreement,
China
IC
Fund
has
d
elivered
a
notice
to
t
he
Company
that
it
will
exercise
its
p
re-emptive
r
ig
ht
i
n
r
el
at
i
on
to
th
e
iss
u
e
o
f
th
e
P
l
a
ci
n
g
Shares,
the
P
laced
P
SCS,
the
Datang
P
re-emptive
Subscrip
tion
and
t
he
Data
ng
Further
S
ubscription
up
to
t
he
amount
it
is
entitled
to
under
t
he
China
IC
Fund
Purchase
Agreement.
China
IC
Fund
has
a
lso
i
ndicated
to
t
he
Company
that
it
intends
to
subscribe
f
or
the
China
IC
Fund
Further
P
SCS
for
an
aggregate
p
rincipal
amount
(for
t
he
China
IC
Fund
Further
P
SCS
and
t
he
China
IC
Fund
Pre-emptive
P
SCS)
up
to
US$300
million.
In
connection
w
ith
t
he
issue
o
f
t
he
Placing
S
hares
and
the
P
laced
PSCS,
the
Datang
Pre-emptive
Subscription,
the
Datang
Further
Subscription,
the
China
IC
Fund
Pre-
emptive
Subscription
and
t
he
China
IC
Fund
Further
S
ubscription,
as
of
the
date
o
f
this
announcement,
being
t
he
date
after
t
he
tenth
business
d
ay
following
the
date
o
f
the
notice
f
rom
t
he
Company,
Country
Hill
has
not
responded
to
such
notice.
Pursuant
to
the
Country
Hill
Subscription
Agreemen
t,
Country
Hill
is
deemed
to
have
elected
not
to
exercise
its
p
re-emptive
right
w
ith
r
espect
to
the
Country
Hill
Pre-emptive
Securities.
As
each
of
Datang
and
China
IC
Fund
is
a
s
ubstantial
shareholder
o
f
t
he
Company
and
thus
a
connected
person
of
the
Company,
t
he
s
u
bsc
r
i
ption
by
Data
ng
as
i
n
di
cat
e
d
in
this
announcement
and
the
s
ubscription
by
China
IC
Fund
as
indicated
i
n
t
his
announcement
(including
any
issue
o
f
Share
s
on
conversion
of
their
r
espective
P
SCS)
will
constitute
connected
transactions
of
the
Company
and
will
b
e
subject
to
independent
Shareholders’
approval
under
t
he
Listing
R
ules.
T
he
Company
will
make
such
further
announcemen
t(s)
a
s
n
ecessary
if
any
a
greement(s)
i
s/are
e
ntered
into
by
the
Company
with
Datang
or
China
IC
Fund
regarding
t
he
above
m
atters.
UNITED
STATES
SECURITIES
LAW
MATTERS
The
P
lacing
Shares,
t
he
Placed
PSCS,
the
Datang
S
ubscription
Securities
and
t
he
China
IC
Fund
Subscription
Securities
have
not
b
een
and
will
not
b
e
r
egistered
under
the
Securities
Act
and
may
not
be
offered
or
s
old
i
n
t
he
United
States
or
to
US
persons
(as
d
efined
in the
Securities
Act)
unless
t
he
securities
are
r
egistered
under
t
he
Securities
Act,
or
an
exemption
f
rom
t
he
registration
requirements
o
f
t
he
Securities
Act
is
available.
There
will
b
e
no
p
ublic
offering
of
the
P
lacing
Shares,
the
P
laced
P
SCS,
the
Datang
Subscription
Securities
and
t
he
China
IC
Fund
Subscription
Securities
i
n
t
he
United
States.
T
his
announcement
does
not
c
onstitute
an
offer
o
f
a
ny
securities
for
sale.
4
Shareholders
and
potential
investors
should
n
ote
that
t
he
completion
of
each
of
the
Datang
Pre-emptive
S
ubscri
ption,
the
China
IC
Fund
Pre-
emptive
Subscription,
the
Datang
Further
Subscription
and
the
China
IC
Fund
Further
Subscription
is
subject
to
the
e
ntering
i
nto
o
f,
and
the
fulfilment
of
t
he
conditions
under,
the
r
elevant
subscription
agreements.
As
the
Datang
Pre-emptive
S
ubs
cription,
the
China
IC
Fund
Pre-emptive
Subscription,
the
Datang
Further
Subscription
and
the
China
IC
Fund
Further
Subscription
may
o
r
m
ay
not
proceed,
Shareholders
and
potential
investors
are
reminded
t
o
e
xercise
c
aution
when
dealing
in
the
Shares.
PLACING
OF
NEW
SHARES
UNDER
GENERAL
MANDATE
Reference
is
m
ade
to
t
he
Company’s
announcements
dated
29
N
ovember
2017
and
6
December
2017
in
relation
to
the
c
ompletion
o
f
t
he
Placing,
which
took
place
on
6
December
2017.
Pursuant
to
the
t
erms
and
c
onditions
of
the
P
lacing
Agreement,
a
total
of
241,418,625
P
lacing
Shares,
representing
approximately
4
.92%
of
the
issued
s
hare
capital
o
f
t
he
Company
as
enlarged
by
the
issue
of
the
P
lacing
Shares,
were
successfully
placed
by
the
Joint
Placing
A
gents
to
not
less
than
six
(6)
ind
e
pendent
P
lacees,
who
are
third
parties independent
o
f
and
not
c
onne
cted
with
the
Company
and
i
ts
connected
person
s
,
at
t
he
Placing
P
rice.
ISSUE
OF
US$65
MILLION
PERPETUAL
SUBORDINATED
CONVERTIBLE
SECURITIES
Reference
is
m
ade
to
t
he
Company’s
annou
ncements
dated
29
N
ovember
2017
and
14
December
2017
in
relation
to
the
c
ompletion
o
f
t
he
Placed
PSCS
Subscription
Agreement,
which
took
placed
on
14
December
2017.
Pursuant
to
the
P
laced
P
SCS
Subscription
A
greement,
each
of
the
Joint
Ma
nagers
has
a
greed
to
subscribe
and
pay
f
or,
or
to
procure
subscribers
to
subscribe
and
p
ay
for,
the
P
laced
PSCS
to
be
issued
by
the
Company
in
an
aggregate
p
rincipal
amount
of
US$65
million.
Based
on
the
i
nitial
Conversion
P
rice
of
HK$12
.78
and
assuming
full
conversion
of
the
Placed
PSCS
at
the
i
nitial
Conversion
Price,
the
P
laced
P
SCS
will
be
convertible
i
nto
approximately
39,688,654
P
laced
Conversi
on
Shares,
representing
(i)
a
pproximately
0.85%
of
the
issued
s
hare
capital
o
f
t
he
Company
on
28
November
2017;
(ii)
approximately
0
.81%
of
the
issued
s
hare
capital
o
f
t
he
Company
as
enlarged
by
the
Placing
Shares
(assuming
that
there
is
no
c
hange
i
n
t
he
issued
share
c
apital
of
the
Company,
save
for
t
he
issue
o
f
t
he
Placing
Sha
res);
and
(iii)
app
roximately
0
.
80
%
o
f
t
he
issued
share
c
apital
of
the
Company
as
enlarged
by
the
P
lacing
Shares
and
assuming
the
full
conversion
of
the
P
laced
P
SCS
at
the
i
nitial
Con
versio
n
P
rice
(assuming
that
there
is
no
change
in
the
issued
s
hare
capital
o
f
t
he
Company,
save
f
or
the
issue
o
f
t
he
Placing
Shares
and
Placed
Conversion
Shares).
The
P
laced
Conversion
Shares
will
b
e
allotted
and
issued
pursuant
to
t
he
General
Mandate
and
will
rank
pari
passu
in
all
r
espects
w
ith
the
Shares
then
i
n
issue
on
the
r
elevant
c
on
version
date.
The
issue
of
the
P
laced
P
SCS
is
not
subject
to
t
he
approval
of
the
S
hareholders.
5
An
approval
has
b
een
g
ranted
by
the
S
tock
Exchange
f
or
the
listing
of,
and
permission
to
deal
in,
t
he
Placed
Conversion
Shares.
An
appr
oval
in-principle
has
b
een
g
ranted
by
the
Singapore
Exchange
f
or
the
listing
and
quotation
of
the
P
laced
P
SCS.
PRE-EMPTIVE
RIGHTS
OF
DATANG
Reference
is
m
ade
to
t
he
Company’s
announc
ement
dated
10
November
2008
in
relation
to
the
Datang
P
urchase
A
greement,
pursuant
to
which,
i
n
case
o
f
a
ny
issue
o
f
n
ew
Shares
or
secu
rit
ies
con
v
ert
i
b
le
i
nto
S
ha
res,
subject
to
certain
exceptions,
Datang
h
as
a
p
re-
emptive
r
ight
to
subscribe
f
or
(i)
a
pro
rata
portion
of
such
new
securities
being
issued
equivalent
to
the
p
ercentage
o
f
t
he
issued
share
c
apital
of
the
Company
then
owned
b
y
Datang
immediately
prior
to
the
issue
of
such
securities,
or
(ii)
s
hould
s
uch
issue
of
new
Shares
or
securities
convertible
i
nto
Shares
r
esult
i
n
a
single
investor
or
investor
group
acting
in
concert
b
eneficially
o
wning
mo
re
Shares
than
Datang
and
its
wholly-owned
subsidiary,
o
ne
Share
more
than
the
number
o
f
Shares
proposed
to
be
beneficially
owned
by
such
prospective
largest
Shareholder
o
f
t
he
Company,
and
the
Company
is
required
to
notify
Datang
o
f
s
uch
proposed
issue.
Datang’s
pre-emptive
r
ight
is
applicable
to
the
issue
of
the
P
lacing
Shares
and
the
P
laced
PSCS,
t
he
China
IC
Fund
Pre-emptive
Subs
cription
and
t
he
China
IC
Fund
Further
Subscription.
Pursuant
to
t
he
Datang
Purc
hase
Agreement
and
the
L
isting
Rules,
completion
of
any
s
uch
issue
o
f
t
he
Datang
Subscription
Securities
to,
and
sub
s
cription
of
the
Datang
Subscription
Securities
b
y,
Datang
upon
exercise
o
f
i
ts
pre-emptive
r
ight
will
be
further
subject
to
the
r
eceipt
o
f
a
ny
required
and
regulatory
approvals
and
the
approval
of
the
i
ndependent
Shareholders.
Any
exercise
b
y
Datang
o
f
i
ts
pre-emptive
r
ig
ht
to
subscri
b
e
f
or
the
Datang
P
re-e
mpti
ve
Securities
in
connection
with
the
issue
o
f
t
he
Placing
Shares
and
the
P
laced
P
SCS
and
t
he
China
IC
Fund
Pre-emptive
S
ubscription
will
be
at
a
p
rice
equivalent
to
the
P
lacing
Price
(in
t
he
case
of
the
Datang
P
re-emptive
Shares)
and/or
the
issue
price
o
f
t
he
Placed
PSCS
(in
t
he
case
of
the
Datang
P
re-emptive
PSCS).
The
Company
has
notified
Datang
i
n
accordan
ce
wi
th
the
t
erms
of
the
Datang
P
urchase
Agreement
i
n
r
espect
of
the
issue
of
the
P
lacing
Shares
and
the
P
laced
PSCS,
the
China
IC
Fund
Pre-emptive
Subscription
and
t
he
China
IC
Fund
Further
Subscription.
Pursuant
to
the
Datang
P
urchase
A
greeme
nt,
Datang
h
as
delivered
a
notice
to
t
he
Company
that
it
will
exercise
its
p
re-emptive
right
i
n
relation
to
t
he
issue
o
f
t
he
Placing
Shares,
the
P
laced
PSCS,
the
China
IC
Fund
Pr
e-emptive
Subscription
and
t
he
China
IC
Fund
Further
Subscription
up
to
the
amount
it
is
entitled
to
under
t
he
Datang
Purchase
Agreement
b
ased
on
terms
and
conditions
that
are
s
ubstantially
t
he
same
as
the
P
lacing
and
t
he
issue
o
f
t
he
Placed
PSCS.
Datang
has
a
lso
i
ndicated
to
t
he
Company
that
it
intends
to
subscribe
f
or
the
Datang
Further
PSCS,
in
addition
to
the
Datang
P
re-emptive
PSCS,
b
ased
on
terms
and
conditions
that
are
s
ubstantially
the
same
a
s
t
he
issue
o
f
t
he
Placed
PSCS,
for
an
aggregate
p
rincipal
amount
(for
the
Datang
Further
PSCS
and
t
he
Datang
Pre-emptive
P
SCS)
of
US$200
million.
The
Company
will
make
such
further
announcement(s)
as
is/are
necessary
under
the
L
isting
Rules
i
n
relation
thereto.
6
PRE-EMPTIVE
RIGHTS
OF
CHINA
I
C
FUND
Reference
is
m
ade
to
t
he
Company’s
announcement
dated
12
February
2015
in
relation
to
the
China
IC
Fund
Purchase
Agreement,
pursuant
to
which,
i
n
case
o
f
a
ny
issue
o
f
n
ew
Shares
or
securities
convertible
i
nto
Shares,
subject
to
c
ertain
exceptions,
China
IC
Fund
has
a
pre-emptive
r
ight
to
subscribe
f
or
a
pro
rata
portion
of
such
new
securities
b
eing
issued
equivalent
to
t
he
percentage
of the
issued
s
hare
capital
o
f
t
he
Company
then
owned
b
y
China
IC
Fund
immediately
prior
to
the
issue
of
such
securities,
and
the
Company
is
required
to
notify
China
IC
Fund
of
such
proposed
issue.
China
IC
Fund’s
pre-emptive
r
ight
is
applicab
le
to
the
issue
of
the
P
lacing
Shares
and
the
Placed
PSCS,
the
Datang
P
re-emptive
Subscription
and
t
he
Datang
Further
Subscription.
Pursuant
to
the
China
IC
Fund
Purcha
se
Agreement
and
the
L
isting
Rules,
completion
of
any
s
uch
issue
of
the
China
IC
Fund
Subscripti
on
Securities
to,
and
subscription
of
the
China
IC
Fund
Subscrip
tion
Securities
by,
China
IC
Fund
upon
exercise
of
its
p
re-emptive
rig
ht
will
b
e
f
urther
subject
to
t
he
receipt
o
f
a
ny
required
and
regulatory
approvals
and
the
approval
of
the
i
ndependent
Shareholders.
Any
exercise
b
y
China
IC
Fund
of
its
p
re-emptive
right
to
subscribe
for
t
he
China
IC
Fund
Pr
e-
empt
ive
Securities
in
conn
ect
ion
w
ith
t
he
issue
o
f
t
he
Placing
Shares
and
the
Placed
PSCS
and
t
he
Datang
Pre-emptive
S
ubscription
will
be
at
a
p
rice
equivalent
to
t
he
Placing
P
rice
(in
t
he
case
of
the
China
IC
Fund
Pre-emptive Shares)
and/or
the
issue
price
of
the
P
laced
PSCS
(in
t
he
case
of
the
China
IC
Fund
Pre-emptive
P
SCS).
The
Company
has
notified
China
IC
Fund
in
accordance
with
the
t
erms
of
the
China
IC
Fund
Pu
rchase
Agreemen
t
i
n
r
espect
of
th
e
issue
of
the
P
lacing
Shares
and
the
P
laced
PSCS,
t
he
Datang
Pre-emptive
Subscription
and
t
he
Datang
Further
Subscription.
Pursuant
to
the
China
IC
Fund
Purchase
Agreement,
China
IC
Fund
has
d
elivered
a
notice
to
t
he
Company
that
it
will
exercise
its
p
re-emptive
right
i
n
r
elatio
n
to
t
he
issue
o
f
the
P
lacing
Shares,
t
he
Placed
PSCS,
the
Datang
P
re-emptive
Subscription
and
t
he
Datang
Further
Subscription
up
to
the
amount
it
is
entitled
to
under
the
China
IC
Fund
Purchase
Agreement
b
ased
on
terms
and
conditions
that
a
re
substantially
t
he
same
as
the
Placing
and the
issue
of the
P
laced
PSCS.
China
IC
Fund
has
a
lso
i
ndicated
to
t
he
Company
that
it
intends
to
subscribe
for
t
he
China
IC
Fund
Further
PSCS,
i
n
addition
to
the
China
IC
Fund
Pre-emptive
P
SCS,
ba
sed
on
t
erms
and
c
onditions
that
are
substantially
t
he
same
as
the
issue
of
th
e
P
laced
PSCS,
for
an
a
ggregate
p
rincipal
amount
(for
the
China
IC
Fund
Further
P
SCS
and
t
he
China
IC
Fund
Pre-emptive
PSCS)
up
to
U
S$300
million.
T
he
Company
will
make
such
further
a
nnouncement(s)
as
is/are
necessary
under
t
he
Listing
R
ules
in
relation
thereto.
7
PRE-EMPTIVE
RIGHT
O
F
COUNTRY
HILL
Reference
is
m
ade
to
t
he
Company’s
announcement
dated
18
April
2011
in
relation
to
the
Country
H
ill
Subscription
Agreement,
pursuant
to
which,
i
n
case
o
f
a
ny
issue
o
f
n
ew
Shares
or
securities
convertible
into
Shares
,
subject
to
certain
exceptions,
Country
Hill
has
a
pre-emptive
r
ight
to
subscribe
f
or
a
pro
rata
portion
of
such
new
securities
b
eing
issued
equivalent
to
t
he
percentage
of the
issued
s
hare
capital
o
f
t
he
Company
then
owned
b
y
Country
Hill
immediately
prior
to
the
issue
of
such
securities,
and
the
Company
is
required
to
notify
Count
ry
Hill
of
such
proposed
issue.
Country
H
ill’s
p
re-emptive
right
is
applicab
le
to
the
issue
o
f
t
he
Placing
Shares
and
the
Placed
PSCS,
the
Datang
P
re-emptive
Subs
cription,
the
Datang
Further
Subscription,
the
China
IC
Fund
Pre-emptive
S
ubscription
and
t
he
China
IC
Fund
Further
Subscription.
Pursuant
to
the
Country
Hill
Su
bscription
Agreement,
completion
of
any
such
issue
o
f
t
he
Country
Hill
Pre-emptive
Securities
to,
and
subscription
of
the
Country
Hill
Pre-emptive Securities
b
y,
Country
Hill
upon
exercise
of
its
p
re-emptive
right
will
b
e
fu
rther
subject
to
the
r
eceipt
o
f
an
y
r
equired
and
regulatory
approvals.
Any
exercise
b
y
Country
Hill
of
its
p
re-emptive
right
to
subscribe
f
or
the
Country
Hill
Pre-emptive
Securities
i
n
c
onnection
w
ith
t
he
issue
o
f
t
he
Placing
Shares
and
the
P
laced
PSCS,
t
he
Datang
Pre-emptive
S
ubscription
and
t
he
China
IC
Fund
Pre-emptive
Subscription
will
b
e
at
a
price
e
quivalent
to
t
he
Placing
P
rice
(in
t
he
case
of
the
Country
Hill
Pre-emptive
Shares)
and/or
the
issue
price
o
f
t
he
Placed
PSCS
(in
t
he
case
of
the
Country
H
ill
P
re-emptive
PSCS).
The
Company
has
notified
Country
Hill
in
a
ccordance
with
the
t
erms
of
the
Country
Hill
Subscription
A
greement
in
respect
of
the
issue
of
the
P
lacing
Shares
and
the
P
laced
PSCS,
t
he
Datang
Pre-emptive
S
ubscription,
the
Datang
Further
Subscription,
the
China
IC
Fund
Pre-emptive
Subscription
and
t
he
China
IC
Fund
Further
S
ubscription.
As
of
the
date
o
f
t
his
announcement,
being
t
he
date
after
t
he
tenth
business
d
ay
following
the
date
of
the
notice
f
rom
t
he
Company,
Count
ry
H
ill
has
not
r
es
ponded
to
suc
h
not
ice
.
Pursuant
to
the
Country
Hill
Subscription
Agreement,
Country
H
ill
is
d
eemed
to
have
elected
not
to
exercise
its
p
re-emptive
righ
t
w
ith
r
espect
to
the
Country
H
ill
P
re-emptive
Securities.
SHAREHOLDER’S
LOCK-UP
UNDERTAK
INGS
BY
DATANG
HK
AND
X
INXIN
H
K
Each
o
f
Datang
HK
and
Xinxin
HK
had
given
a
l
ock-up
undertaking
i
n
relation
to
t
he
Shares
h
eld
b
y
i
t
d
irectly
(
or
through
nomin
ees)
for
a
p
e
riod
of
90
days
to
fa
cilitate
an
orderly
m
arketing,
distribution
and
trad
ing
o
f
t
he
Placing
Shares
and
the
P
laced
PSCS.
Each
o
f
Datang
HK
and
Xinxin
HK
had
a
lso
given
a
l
ock-up
undertaking
i
n
relation
to
th
e
Shares
to
b
e
issued
to
it
(or
i
ts
nominees)
upon
exercise
o
f
p
re-emptive
right
b
y
e
ach
of
Datang
(in
t
he
case
of
Datang
HK)
and
China
IC
Fund
(in
t
he
case
of
Xinxin
HK)
in
connec
tion
w
ith
t
he
P
lacing
f
or
a
p
e
r
io
d
o
f
90
d
ays
i
n
ord
er
to
furt
he
r
facilit
ate
an
orderly
m
arketing,
distribution
and
trading
o
f
t
he
Placing
Shares.
8
LISTING
RULES
IMPLICATIONS
As
each
of
Datang
and
China
IC
Fund
is
a
s
ubstantial
shareholder
o
f
t
he
Company
and
thus
a
c
onnected
person
of
the
Company,
t
he
Subs
cription
by
Datang
as
indicated
i
n
t
his
announcement
and
the
s
ubscription
b
y
China
IC
Fund
as
indicated
i
n
t
his
announcement
(including
any
issue
of
Shares
on
conversi
on
of
their
r
espective
P
SCS)
will
constitute
connected
transactions
of
the
Company
and
will
b
e
subject
to
independent
Shareholders’
approval
under
t
he
Listing
R
ules.
T
he
Compa
ny
will
make
such
further
a
nnouncement(s)
as
necessary
if
a
ny
agreement(s)
i
s/are
e
ntered
into
by
the
Company
with
Datang
or
China
IC
Fund
regarding
t
he
above
m
atters.
UNITED
STATES
SECURITIES
LAW
MATTERS
The
P
lacing
Shares,
the
P
laced
P
SCS,
t
he
Datang
Subscription
Securities
and
t
he
China
IC
Fund
Subscription
Securities
h
ave
not
b
een
and
will
not
be
registered
under
t
he
Securities
Act
and
may
not
be
offered
or
sol
d
i
n
t
he
United
States
or
to
US
persons
(as
defined
i
n
t
he
Securities
Act)
unless
the
securities
a
re
registered
under
t
he
Securities
Act,
or
an
exemption
f
rom
t
he
registration
requi
rements
o
f
t
he
Securities
Act
is
a
vailable.
There
will
b
e
no
p
ublic
offering
of
the
Pla
cing
Shares,
the
P
laced
P
SCS,
the
Datang
Subscription
Securities
and the
China
IC
Fund
Subscription
Securities
in
the
United
States.
T
his
announcement
does
not
consti
tute
an
offe
r
o
f
a
ny
sec
uriti
es
for
s
al
e.
GENERAL
Shareholders
and
potential
investors
should
note
that
the
completion
of
each
of t
he
Datang
Pre-emptive
S
ubscription,
the
C
hina
IC
Fund
Pr
e-emptive
S
ubscription,
the
Datang
Further
Subscription
and
t
he
China
IC
F
und Further
S
ubscription
is
subject
t
o
t
he
entering
into
of,
and
the
fulfilment
of
t
he
conditions
under,
th
e
r
elevant
subscription
agreements.
As
the
Datang
Pre-emptive
S
ubscription,
the
C
hina
IC
Fund
Pre-emptive
S
ubscription,
the
Datang
Further
S
ubscription
and
t
he
China
IC
F
und
Fu
rther
S
ubscription
may
o
r
may
not
proceed,
Shareholders
and
potential
investors
a
re
reminded
to
exercise
caution
when
dealing
in
the
Shares.
DEFINITIONS
In
this
announcement,
the
following
expressions
h
ave
the
meanings
s
et
out
below
unless
the
c
ontext
otherwise
r
equires:
|
|
|
‘‘
AD
S(s)’’
|
|
Americ
an
de
pos
i
ta
ry
shar
es
of
the
Company,
e
ach
o
f
whic
h
represents
5
Shares;
|
|
|
|
‘‘Board’’
|
|
t
he
board
o
f
D
irectors;
|
|
|
|
‘‘
China
IC
Fund’
’
|
|
(
China
Integrated
Circuit
Industry
Investment
Fund
Co.,
Ltd.*),
a
company
established
under
PRC
laws;
|
9
|
|
|
‘‘
China
IC
Fund
Further
P
SCS’’
|
|
any
perpetual
subordinated
c
onver
tible
securities
to
be
issued
to
China
IC
Fund,
being
additional
to
the
China
IC
Fund
Pre-
emptive
P
SCS,
with
an
aggregate
p
rincipal
amount
(including
the
China
IC
Fund
Pre-emptive
P
SCS)
up
to
US$300
million;
|
|
|
|
‘‘
China
IC
Fund
Further
Subscription’
’
|
|
the
potential
subscription
of
the
China
IC
Fund
Further
P
SCS
by
China
IC
Fund;
|
|
|
|
‘‘
China
IC
Fund
Pre-
emptive
P
SCS’’
|
|
any
perpetual
subordinated
c
onver
tible
securities
to
be
issued
to
China
IC
Fund
pursuant
to
a
ny
exercise
of
its
p
re-emptive
right
under
t
he
China
IC
Fund
Purchase
Agreement
i
n
c
onnection
with
the
P
laced
PSCS
Subscription
Agreement
a
s
will
r
esult
i
n
China
IC
F
und’s
p
ercentage
s
hareholding
(on
a
fully
c
onverted
basis)
in
the
Company
not
being
d
iluted
by
the
issue
o
f
t
he
Placed
PSCS
and
t
he
Datang
Pre-emptive
P
SCS;
|
|
|
|
‘‘
China
IC
Fund
Pre-
emptive
S
ecuriti
es’
’
|
|
the
China
IC
Fund
Pre-emptive
P
SCS
and
the
China
IC
Fund
Pre-emptive
Shares;
|
|
|
|
‘‘
China
IC
Fund
Pre-
emptive
S
hares’
’
|
|
any
Shares
to
b
e
issued
to
China
IC
Fund
pursuant
to
a
ny
exercise
of
its
p
re-emptive
right
under
the
China
IC
Fund
Purchase
Agreement
i
n
c
onnection
w
ith
t
he
Placing
A
greement
as
will
result
in
China
IC
Fund’s
p
ercentage
shareholding
in
the
Company
not
being
d
iluted
by
th
e
issue
o
f
t
he
Placing
Shares
and
t
he
Datang
Pre-emptive
Shares;
|
|
|
|
‘‘
China
IC
Fund
Pre-
emptive
Subscription’
’
|
|
the
potential
subscription
of
the
China
IC
Fund
Pre-emptive
Securities
by
China
IC
Fund
pursuant
to
a
ny
exercise
of
pre-
emptive
r
ight
by
China
IC
Fund
under
t
he
China
IC
Fund
Purcha
se
Agreemen
t;
|
|
|
|
‘‘
China
IC
Fund
Purcha
se
Agreement’
’
|
|
the
s
hare
purchase
a
greement
dated
12
February
2015
between
the
Company
and
China
IC
Fund,
t
he
details
o
f
which
are
s
et
out
i
n
t
he
announcements
published
on
12
February
2015,
8
June
2015
and
8
June
2016
by
the
Company;
|
|
|
|
‘‘
China
IC
Fund
Subscription
Securities’
’
|
|
the
China
IC
Fund
Pre-emptive
S
hares,
the
China
IC
Fund
Pre-
emptive
P
SCS
and
t
he
China
IC
Further
P
SCS;
|
|
|
|
10
|
|
|
‘‘Company’’
|
|
Semiconductor
Manufactu
ring
International
Corporation
,
a
company
i
ncorporated
in
the
Cayman
Islands
w
ith
limited
liability,
the
Shares
o
f
which
are
listed
on
the
m
ain
board
of
the
S
tock
Exchange
and
the
A
DSs
o
f
which
a
re
listed
on
the
N
ew
York
Stock
Exchange,
Inc.;
|
|
|
|
‘‘
connected
person(s)
’
’
|
|
has
t
he
meaning
a
scribed
to
i
t
under
t
he
Listing
R
ules;
|
|
|
|
‘‘
Conversion
P
rice’’
|
|
the
p
rice
at
which
Placed
Conversion
Shares
will
be
issued
upon
conversion
of
the
P
SCS
which
will
initially
be
HK$12.78
per
Placed
Conversion
Share
and
will
be
subject
to
adjustment
i
n
t
he
manner
p
rovided
i
n
t
he
terms
and
conditions
of
the
P
SCS;
|
|
|
|
‘‘
Country
Hill’’
|
|
Country Hill Limited, a wholly-owned subsidiary of Bridge Hill Investments Limited, which is a subsidiary controlled by China Investment Corporation;
|
|
|
|
‘‘Country Hill Pre- emptive PSCS’’
|
|
any
perpetual
subordinated
c
onver
tible
securities
to
be
issued
to
Country
Hill
pursuant
to
a
ny
exercise
of
its
p
re-emptive
right
under
t
he
Country
Hill
Subscripti
on
Agreement
i
n
c
onnection
with
the
P
laced
PSCS
Subscription
Agreement
a
s
will
r
esult
i
n
Country
Hill’s
percentage
shar
eholding
(on
a
fully
c
onverted
basis)
in
the
Company
not
being
d
iluted
by
the
issue
o
f
t
he
Placed
PSCS,
the
Datang
P
re-emptive
PSCS
and
t
he
China
IC
Fund
Pre-emptive
P
SCS;
|
|
|
|
‘‘
Country
Hill
Pre-
emptive
S
ecuriti
es’
’
|
|
the
Country
Hill
Pre-emptive
P
SCS
and
the
Country
H
ill
P
re-
emptiv
e
Shares;
|
|
|
|
‘‘
Country
Hill
Pre-
emptive
Shares’
’
|
|
any
S
hares
to
b
e
issued
to
Country
Hill
pursuant
to
a
ny
exercise
of
its
p
re-emptive
right
under
t
he
Country
Hill
Subscription
Agreement
i
n
c
on
nectio
n
w
ith
t
he
Placing
A
greement
as
will
result
in
Country
Hill’s
percent
age
shareholding
in
the
Company
not
b
eing
diluted
b
y
t
he
issue
o
f
t
he
Placing
S
hares,
the
Datang
Pre-emptive
Shares
and
the
China
IC
Fund
Pre-emptive
Shares;
|
|
|
|
‘‘
Country
Hill
Subscription
Agreement’
’
|
|
the
s
hare
subscription
agreement
dated
18
A
pril
2011
between
the
Company
and
Country
Hill,
t
he
details
of
which
were
s
et
out
in
the
announcements
publishe
d
on
18
A
pril
2011,
24
October
2013,
18
December
2013,
22
Au
gust
2014,
12
February
2015,
12
June
2015
and
8
June
2016
b
y
t
he
Company;
|
|
|
|
11
|
|
|
‘‘
Datang’
’
|
|
Datang
Telecom
T
echnology
&
Industry
H
oldings
Co.,
Ltd.,
a
company
established
under
PRC
laws;
|
|
|
|
‘‘
Datang
HK’
’
|
|
Datang
H
oldings
(
Hongkong)
I
nvestment
Company
Limited,
a
company
i
ncorporated
in
Hong
Kong
and
a
wholly-owned
subsidiary
of
Datang,
which
as
at
the
date
o
f
t
his
announcement
is
indicated
b
y
Datang
to
hold
t
he
Datang
Subscription
Securities;
|
|
|
|
‘‘
Datan
g
Furth
e
r
PSCS’’
|
|
any
perpetual
subordinated
c
onver
tible
securities
to
be
issued
to
Datang,
b
eing
additional
to
th
e
Datang
P
re-emptive
PSCS
,
w
ith
an
aggregate
p
rincipal
amount
(including
the
Datang
P
re-
emptive
P
SCS)
of
US$200
million;
|
|
|
|
‘‘
Datan
g
Furth
e
r
Subscription’
’
|
|
the
potential
subscription
of
the
Datang
Further
PSCS
by
Datang;
|
|
|
|
‘‘
Datang
Pre-empt
ive
PSCS’’
|
|
any
perpetual
subordinated
c
onver
tible
securities
to
be
issued
to
Datang
pursuant
to
a
ny
exercise
of
its
p
re-emptive
right
under
the
Datang
P
urchase
A
greement
i
n
c
onnection
w
ith
t
he
Placed
PSCSSubscription
Agreement
a
s
will
r
esult
i
n
D
atang’s
percentage
shareholding
(on
a
fully
c
onverted
basis)
in
the
Company
not
being
d
iluted
by
the
issue
o
f
t
he
Placed
PSCS
and
the
China
IC
Fund
Pre-emptive
P
SCS;
|
|
|
|
‘‘
Datang
Pre-empt
ive
Securities’
’
|
|
the
Datan
g
P
re-emptive
PSCS
and
th
e
Datan
g
Pr
e-emptive
Shar
es
;
|
|
|
|
‘‘
Data
ng
Pre-
empt
ive
Shares’
’
|
|
any
S
hares
to
b
e
issued
to
Datang
pursuant
to
a
ny
exercise
of
its
pre-emptive
r
ight
under
the
Datang
P
urchase
A
greement
in
connection
w
ith
t
he
Placing
A
gree
ment
as
will
result
in
Datang’s
percentage
shareholding
in
th
e
Company
not
b
eing
diluted
b
y
the
issue
o
f
t
he
Placing
Shares
and
the
China
IC
Fund
Pre-
emptiv
e
Shares;
|
|
|
|
‘‘
Data
ng
Pre-
empt
ive
Subscription’
’
|
|
the
potential
subscription
of
th
e
Datang
P
re-emptive
Securities
by
Datang
pursuant
to
a
ny
exercise
of
pre-emptive
r
ight
by
Datang
under
t
he
Datang
Purchase
Agreement;
|
|
|
|
12
|
|
|
‘‘
Datang
Purchase
Agreement’
’
|
|
the
s
hare
purchase
agreement
dated
6
November
2008
between
the
Company
and
Datang
(as
amended
b
y
t
he
supplemental
agreement
dated
22
August
2014),
the
d
etails
of
which
were
set
out
i
n
t
he
announcements
publi
shed
on
10
November
2008,
16
August
2010,
6
M
ay
2011,
24
October
2013,
18
D
ecember
2013,
22
August
2014,
12
February
2015,
12
June
2015
and
8
June
2016
by
the
Company;
|
|
|
|
‘‘
Datang
Subscription
Securities’
’
|
|
the
Datang
P
re-emptive
Shares,
t
he
Datang
Pre-emptive
P
SCS
and
t
he
Datang
Further
P
SCS;
|
|
|
|
‘‘
Director(s)’
’
|
|
d
irector(s)
of
the
Company;
|
|
|
|
‘‘
General
Mandate’
’
|
|
a
general
and
unconditional
m
andate
granted
to
t
he
Directors
b
y
passing
a
resolution
o
f
t
he
Shareholders
at
t
he
annual
general
meeting
o
f
t
he
Company
held
on
23
June
2017
to
exercise
the
power
o
f
t
he
Company
to
allot
and
issue
up
to
20%
of
the
issued
share
c
apital
of
the
Company
as
at
the
date
o
f
p
assing
such
resol
ution;
|
|
|
|
‘‘HK$’’
|
|
Ho
ng
Kon
g
Dollars,
the
lawful
currency
o
f
Hong
K
ong;
|
|
|
|
‘‘
Hong
Kong’’
|
|
Hong
Kong
Special
Administrative
Region
of
the
PRC;
|
|
|
|
‘‘
Joint
M
anagers’
’
|
|
Barclays
Bank
PLC,
D
eutsche
Bank
AG,
Hong
Kong
Branch
and
J.P.
Morgan
Securities
P
lc;
|
|
|
|
‘‘
Jo
i
nt
P
l
a
ci
n
g
Agents’
’
|
|
collectively,
J.P.
Morgan
Securities
P
lc
and
D
eutsche
B
ank
AG,
Ho
ng
Kon
g
Bran
ch;
|
|
|
|
‘‘
L
is
t
i
n
g
Ru
les’’
|
|
th
e
Ru
les
Go
ve
rn
i
n
g
t
he
Listing
o
f
Securities
on
T
he
Stock
Exchange
of
Hong
Kong
Limited;
|
|
|
|
‘‘
Placed
Conversion
Shares’
’
|
|
new
Shares
to
b
e
allotted
and
issued
by
the
Company
upon
conversion
of
the
P
laced
P
SCS;
|
|
|
|
‘‘
Placed
PSCS’’
|
|
t
he
perpetual
s
ubordinated
convertible
securities
o
f
an
a
ggregate
principal
amount
of
US$65
million
issued
b
y
t
he
Company
under
the
P
laced
P
SCS
Subscription
Agreement;
|
|
|
|
‘‘
Placed
PSCS
Subscription
Agreement’
’
|
|
the
s
ubscription
a
greement
dated
29
N
ovember
2017
between
t
he
Company
and the
Joint
Managers
relating
to
the
issue
o
f
t
he
Placed
PSCS;
|
|
|
|
13
|
|
|
‘‘Placees’’
|
|
any
p
rofessional
i
nstitutional
and
other
investor
whom
any
o
f
the
Joint
Placing
A
gents
h
ave
procured
to
purchase
a
ny
of
the
Placing
Shares
under
t
he
Placing
A
greement;
|
|
|
|
‘‘Placing’’
|
|
t
he
placing
o
f
t
he
Placing
Shares
pursuant
to
t
he
Placing
Agreement;
|
|
|
|
‘‘
Placing
A
greement’
’
|
|
the
p
lacing
agree
ment
dated
29
N
ovember
2017
b
etween
the
Company
and
the
Joint
Placing
A
gents;
|
|
|
|
‘‘
Placing
P
rice’’
|
|
HK$10.
65
per
P
lacing
Share;
|
|
|
|
‘‘
Placing
Shares’
’
|
|
241,418,625
n
ew
Shares
to
b
e
placed
under
the
Placing;
|
|
|
|
‘‘PRC’’
|
|
the
P
eople’s
R
epublic
of
China
(for
t
he
purpose
o
f
t
his
announcement
excluding
Hong
Kong,
Macau
Special
Administrative
Region
of
the
P
eople’s
R
epublic
of
China
and
Taiwan);
|
|
|
|
‘‘PSCS’’
|
|
t
he
Placed
PSCS,
the
Datang
P
re-emptive
PSCS,
t
he
China
IC
Fund
Pre-emptive
P
SCS,
the
China
IC
Fund
Further
P
SCS
and
the
Datang
Further
PSCS;
|
|
|
|
‘‘
Securities
Act’’
|
|
t
he
U.S.
Securities
Act
o
f
1933,
as
amended;
|
|
|
|
‘‘
Share(s)’
’
|
|
share(s)
of
US$0.004
each
in
the
s
hare
capital
o
f
the
Company;
|
|
|
|
‘‘
Sharehold
er(s)’
’
|
|
the
hold
e
r(s)
of
the
S
hares;
|
|
|
|
‘‘
Singapore
Exchange’
’
|
|
Singapore
Exchange
Securities
Trading
Limited;
|
|
|
|
‘‘
Stock
Exchange’
’
|
|
T
he
Stock
Exchange
o
f
Hong
Kong
Limited;
|
|
|
|
‘‘
substantial shareholder(s)’
’
|
|
has
t
he
meaning
a
scribed
to
i
t
under
t
he
Listing
R
ules;
|
|
|
|
‘‘US’’
or
‘‘
Un
i
t
e
d
States’
’
|
|
the
U
ni
ted
S
tates
o
f
A
me
ri
ca;
|
|
|
|
‘‘
US$
’’,
‘‘
USD’
’o
r ‘‘
US
Dollars’
’
|
|
United
States
dollars,
the
lawful
currency
o
f
t
he
United
States;
|
|
|
|
‘‘
Xinxin
HK’
’
|
|
X
inxin
(
Hongkong)
Capital
Co., Ltd., a
wholly-owned
subsidiary
of
China
IC
Fund,
which
as
at
the
date
o
f
t
his
announcement
is
i
ndicated
b
y
China
IC
Fund
to
hold
t
he
China
IC
Fund
Subscription
Securities;
and
|
|
|
|
‘‘
%
’’
|
|
p
e
r
ce
nt.
|
14
By
order
o
f
t
he
Board
Semiconductor
M
anufacturing
International
Corporation
Gao
Yonggang
Executive
D
irector,
Chief
F
inancial
O
fficer
and
Joint
C
ompany
S
ecretary
Shanghai,
14
December
2017
15
As
at
the
d
ate
of
t
his
announcement,
the
d
irectors
of
the
Company
are:
Executive
D
irectors
Zhou
Zixue
(Chairman)
Zhao
HaiJun
(
C
o-Chief
E
xecutive
Officer)
Liang
Mong
Song
(Co-Chief
E
xecutive
Officer)
Gao
Y
onggang
(Chief
Financial
Officer)
Non-executive
Directors
Tzu-Yin
Chiu
(Vice
Chairman)
Chen
Shanzhi
Zhou
Jie
Ren
K
ai
Lu
Jun
Tong
Guohua
Independent
Non-executive
Directors
Lip-Bu
Tan
William
Tudor
Brown
Carmen
I-Hua
Chang
Shang-yi
Chiang
Jason
J
ingsheng
Cong
*
For
ide
ntification
p
urpo
ses
16
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