Washington, D.C. 20549
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or 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:
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a
SIGNATU
RES
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: March 26, 2018
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By:
|
/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 whole
or
any part
of
the
contents
of
this
announcement.
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)
CONNECTED TRANSACTION IN RELATION TO
(1)
EQUITY TRANSFER
IN
NINGBO
SEMICONDUCTOR
INTERNATIONAL
CORPORATION
AND
(2)
CAPITAL CONTRIBUTION
IN
NINGBO
SEMICONDUCTOR
INTERNATIONAL
CORPORATION
|
THE EQUITY TRANSFER
|
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|
On 22 March, 2018, the Joint Venture Company, SMIC Holdings and China IC Fund entered into the Equity Transfer Agreement, pursuant to which SMIC Holdings has agreed to sell the Equity Interest to China IC Fund. Upon the completion of the Equity Transfer, the shareholding of SMIC Holdings in the Joint Venture Company will decrease from approximately 66.76% to 38.59%, and the Joint Venture Company will cease to be a subsidiary of the Company and its financial results will cease to be consolidated with the Group’s results. There is no gain or loss expected to accrue to the Company as a result of the Equity Transfer.
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On 22
March,
2018, SMIC
Holdings,
China
IC
Fund,
Ningbo Senson
and
Beijing
Fund have
agreed
to
amend the
previous
joint
venture agreement through
the
First Amended
Joint
Venture
Agreement
for
the
Equity
Transfer.
|
- 3 -
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THE CAPITAL CONTRIBUTION
|
|
On 23
March,
2018, the Joint
Venture Company,
SMIC
Holdings,
China
IC
Fund, Ningbo Senson, Beijing
Fund,
IC
Spaces
and
Infotech entered
into the
Capital Increase Agreement, pursuant
to
which (i) SMIC
Holdings
has
agreed
to
make
further
cash
contribution
of
RMB565 million
into the
registered capital
of
the Joint
Venture Company.
Its
shareholding
in
the
Joint
Venture Company
will
decrease from approximately 38.59%
to
approximately 38.57%;
(ii) China
IC
Fund has
agreed to
make
further
cash
contribution
of
RMB500 million
into
the
registered capital
of
the
Joint
Venture Company.
Its
shareholding
in
the Joint
Venture Company
will
increase
from
approximately 28.17%
to
approximately 32.97%;
(iii)
Ningbo Senson
has
agreed
to
make
further
cash
contribution
of
RMB200 million
into
the
registered capital
of
the
Joint
Venture Company.
Its
shareholding
in
the Joint
Venture Company
will
decrease
from
approximately 24.79%
to
approximately 15.82%;
(iv)
Beijing
Fund will make
no further
cash
contribution
and
its
shareholding
in
the Joint
Venture Company will decrease
from
approximately
8.45%
to
approximately 1.65%;
(v)
IC
Spaces
has
agreed
to
make cash
contribution
of
RMB100 million
into the
registered capital
of the
Joint Venture Company, representing approximately
5.50%
of
the
enlarged registered capital
of
the
Joint
Venture Company;
and
(vi)
Infotech
has
agreed
to
make
cash contribution
of
RMB100 million
into
the
registered capital
of
the Joint
Venture Company, representing approximately
5.50%
of
the
enlarged registered capital
of
the
Joint
Venture Company.
The above
parties’ performance
of
the
Capital Contribution obligations
will lead
to an
increase
in the
registered
capital from RMB355
million
to
RMB1.82
billion.
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|
On 23 March, 2018, SMIC Holdings, China IC Fund, Ningbo Senson, Beijing Fund, IC Spaces and Infotech agreed to amend the First Amended Joint Venture Agreement through the Second Amended Joint Venture Agreement for the Capital Contribution.
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- 4 -
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IMPLICATIONS UNDER THE LISTING RULES
|
|
As
China
IC
Fund
holds
approximately
15.04%
equity interest
in
the
Company through
its
wholly-owned subsidiary, Xinxin (Hongkong) Capital
Co.,
Limited,
it is
a
connected person
of the
Company
under the
Listing Rules.
As
Ningbo Senson holds
24.79% equity interest
in
the Joint
Venture Company,
a
subsidiary
of
the
Company
prior
to the
Equity Transfer, Ningbo Senson
is
a
connected person
at
the
subsidiary
level
of the
Company
prior
to
the
Equity Transfer
under the
Listing Rules. SMIC Holdings’ entering
into
the
Equity Transfer Agreement
with the Joint
Venture Company
and China
IC
Fund, and the First
Amended
Joint
Venture Agreement with, amongst others,
China
IC
Fund
and
Ningbo
Senson, constitutes
a
connected transaction
under
Chapter
14A
of
the
Listing
Rules.
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As
the
highest applicable percentage
ratios
stipulated
under Rule 14.07
of
the
Listing
Rules
in
respect
of
the
Equity Transfer Agreement
and the First
Amended Joint Venture Agreement exceed
0.1%
but
are less than 5%, the
transaction contemplated
under
the
Equity Transfer Agreement
and
the
First
Amended
Joint
Venture Agreement constitutes
a
connected transaction
of
the
Company
and are
subject
to
the
reporting
and
announcement requirements
under the
Listing Rules,
but are
exempt
from
the independent
Shareholders’
approval
requirements
of
Chapter
14A
of
the
Listing
Rules.
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As
the
shareholding
of
SMIC
Holdings
in the
Joint
Venture Company
will
decrease
from
approximately 66.76%
to
approximately 38.59%
upon the
completion
of
the Equity Transfer,
the Joint
Venture Company
will cease
to be
the
subsidiary
of
the Company
after the
Equity Transfer
and
Ningbo Senson
will cease
to
be a
connected person
at
the
subsidiary
level
of
the
Company
after the
Equity Transfer
under
the Listing Rules.
As
China
IC
Fund
is a
connected person
of
the
Company, SMIC Holdings’ entering
into the
Capital Increase Agreement
and the
Second Amended Joint Venture Agreement
with,
amongst others,
China
IC
Fund
constitutes
a
connected transaction
under
Chapter
14A
of
the
Listing
Rules.
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|
As
the
highest applicable percentage
ratios
stipulated
under Rule 14.07
of
the
Listing
Rules
in
respect
of
the
Capital Increase Agreement
and
the
Second Amended Joint Venture Agreement exceed
0.1% but
are
less than 5%, the
transactions contemplated
under the
Capital Increase Agreement
and
the
Second Amended
Joint
Venture Agreement constitutes
a
connected transaction
of the
Company
and
are
subject
to
the reporting
and
announcement requirements
under the
Listing Rules,
but
are
exempt
from the
independent Shareholders’ approval requirements
of
Chapter
14A of
the Listing
Rules.
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- 5 -
EQUITY TRANSFER IN NINGBO SEMICONDUCTOR INTERNATIONAL CORPORATION
On 22
March,
2018, the Joint
Venture Company,
SMIC
Holdings
and China
IC
Fund entered
into
the
Equity Transfer Agreement, pursuant
to
which SMIC
Holdings has agreed
to
sell
the
Equity Interest
to
China
IC
Fund. Upon the
completion
of
the
Equity Transfer,
the
shareholding
of
SMIC
Holdings
in
the Joint
Venture Company will decrease
from
approximately 66.76%
to
38.59%,
and
the Joint
Venture Company will
cease
to
be a
subsidiary
of
the
Company
and
its
financial results
will cease
to
be consolidated
with the
Group’s results.
There
is no
gain
or
loss
expected
to
accrue
to
the Company
as
a
result
of
the
Equity
Transfer.
On 22
March,
2018, SMIC
Holdings, Ningbo Senson, Beijing
Fund and China
IC
Fund
have
agreed
to
amend
the
previous
joint
venture agreement through
the First
Amended
Joint
Venture
Agreement
for
the
Equity
Transfer.
I.
EQUITY TRANSFER
AGREEMENT
The key terms of the Equity Transfer Agreement are set out below:
Date
22 March, 2018 (after trading hours)
Parties
1.
The
Joint
Venture
Company
(a
subsidiary
of
the
Company);
2.
SMIC
Holdings
(a
wholly
owned
subsidiary
of
the
Company);
and
3.
China
IC
Fund
(a
connected
person
at
the
issuer
level
of
the
Company).
Subject Asset to be disposed
Pursuant
to
the
Equity Transfer Agreement,
SMIC
Holdings
agreed
to
sell
the Equity Interest
to
China
IC
Fund
at
nil
consideration.
Consideration
The
Equity Interest represents
SMIC
Holdings’ outstanding capital contribution obligation
in
the sum
of
RMB100 million
for
the Joint
Venture Company. Pursuant
to
the
Equity Transfer Agreement,
China
IC
Fund has
agreed
to
assume
all
of
the rights
and
obligations
of
SMIC
Holdings
in
respect
of
the
Equity Interest.
China
IC
Fund shall
contribute RMB100 million into
the
registered capital
of the
Joint Venture
Company
and
SMIC
Holdings
shall
be
released
and
discharged
of
its obligations
in
respect
of the
Equity Interest.
The
parties therefore entered
into
the Equity Transfer Agreement
at
nil
consideration.
The
consideration
was
arrived
at
after
arm’s
length
negotiations
among
the
parties.
- 6 -
Completion
The
Equity Transfer Agreement
is
effective
upon
execution
by
all the
parties under
the
Equity Transfer Agreement.
After
the
Equity Transfer Agreement becomes effective,
the
parties
will make their best
endeavor
to
complete
the
registration procedures regarding
the
transfer
of
the
Equity Interest
in
the
Joint
Venture Company
from
SMIC
Holdings
to
China
IC
Fund.
II.
FIRST
AMENDED
JOINT
VENTURE
AGREEMENT
The key terms of the First Amended Joint Venture Agreement are set out below:
Date
22
March,
2018
(after trading
hours)
Parties
1.
SMIC
Holdings
(a
wholly
owned
subsidiary
of
the
Company);
2.
China
IC
Fund
(a
connected
person
at
the
issuer
level
of
the
Company);
3.
Ningbo
Senson
(a
connected
person
at
the
subsidiary
level
of
the
Company);
and
4.
Beijing
Fund.
To
the best
of the
Directors’ knowledge, information
and
belief
and
having
made
all reasonable enquiry, Beijing
Fund and
its
respective ultimate beneficial owners are
third
parties independent
of the
Company
and the
connected persons
of
the Company
prior
to
the
Equity
Transfer.
Business Scope of the Joint Venture Company
The
business
scope
of
the Joint
Venture Company
is
development, design, testing, technological service,
sales and
manufacturing
of
semiconductor integrated-circuit chips, integrated-circuit related
products
and
photomask; import
and
export
of
various merchandise
and
technologies
as
principal
or
agent
(except
for
those merchandise
and
technologies restricted
to
designated entities
by
the
state
or prohibited
from
import
and
export).
- 7 -
Registered Capital and Capital Commitment
Pursuant to the First Amended Joint Venture Agreement, the registered capital of the Joint Venture Company is RMB355 million. Any increase to the registered capital will be subject to the approval of the board of directors of the Joint Venture Company and filing to the competent authorities.
China
IC
Fund has
agreed
to
make cash
contribution
of
RMB100 million
into
the registered
capital
of
the Joint
Venture Company, representing approximately 28.17%
of
the
registered capital
of the
Joint
Venture Company,
after all
the registration procedures
under the Equity
Transfer Agreement
are
completed and within
30
working
days from the date
of
the
agreement
for
transfer and/or authorization
of
patent and/or
non-patent technology
to be
entered into
between
the Joint
Venture Company
and
Semiconductor Manufacturing
International (Shanghai
)
Corporation
(
中芯國際集成電路製造
（
上海
）
有限公司
),
subject
to
further
arrangements as agreed among the parties under the First Amended Joint Venture Agreement.
The details of the capital contribution to be made by the shareholders of the Joint Venture Company can be found under Table 1 and Table 2 at page 12, 13 of the announcement.
Composition of the Board of Directors and the Appointment of Supervisor of the Joint Venture Company
The board
of
directors
of
the Joint
Venture Company
will
comprise
four
directors,
with three
directors
to be
appointed
by
SMIC
Holdings
and one
director
to
be appointed
by
Ningbo Senson.
The
chairman
will
be
elected
from the three
directors appointed
by
SMIC
Holdings.
The Joint Venture Company does not have a board of supervisors and will have one supervisor to be appointed by Beijing Fund.
Transfer of Equity Interest in the Joint Venture Company
Any
transfer
of
equity
interest
in
the Joint
Venture Company
by
the
parties under
the First
Amended
Joint
Venture Agreement (other
than SMIC
Holdings)
to
third parties
(which shall not
compete
or
have
interests conflicting
with those
of
SMIC Holdings,
its
affiliated companies
or
the Joint
Venture Company)
will
require written consents
from
other
parties
under
the
First
Amended
Joint
Venture Agreement.
In
the event that any party under the First
Amended
Joint
Venture Agreement proposes
to
transfer
its equity
interest
in
the Joint
Venture Company (the
‘‘Transferring
Equity
Interest’’)
to
a third
party,
each
of
the
non-transferring parties
under
the
First
Amended
Joint
Venture Agreement
will have a
pre-emptive
right
to
purchase
the
Transferring
Equity
Interest.
- 8 -
SMIC
Holdings
is
entitled
to
transfer:
(i)
all
or
part
of
its
equity interest
in
the
Joint Venture Company
to
any
parties
under
the
First
Amended
Joint
Venture Agreement
or
SMIC
Holdings’ affiliated companies
and other
parties
under
the
First
Amended
Joint
Venture Agreement
agree
to
waiver
their
pre-emptive rights;
(ii) part
of
its equity interest
in
the Joint
Venture Company
to
China
IC
Fund
and/or
its
affiliated compani
es
and other
parties
under
the
First
Amended
Joint
Venture Agreement
agree
to
waiver
their
pre-emptive
rights.
China
IC
Fund
is
entitled
to
transfer:
(i) all
or
part
of
its
equity interest
in
the
Joint Venture Company
to
any
parties
under
the
First
Amended
Joint
Venture Agreement
or
China
IC
Fund’s affiliated companies
and
other
parties
under
the
First
Amended
Joint
Venture Agreement
agree
to
waiver
their
pre-emptive rights;
(ii) part
of
its equity interest
in
the Joint
Venture Company
to
SMIC
Holdings and/or
its
affiliated companies
and other
parties
under
the
First
Amended
Joint
Venture Agreement
agree
to
waiver
their
pre-emptive
rights.
Other Terms
The term
of
operation
of
the Joint
Venture Company
is 30
years from the date
of
its establishment (being November 2016). Subject
to
approval
from the board
of directors,
the
parties
will
decide whether
to
extend
the
term
of
operation
of
the
Joint Venture
Company
prior
to
the
expiry
date
of
the
term
of
operation.
CAPITAL CONTRIBUTION IN NINGBO SEMICONDUCTOR INTERNATIONAL CORPORATION
On 23
March,
2018, the Joint
Venture Company,
SMIC
Holdings,
China
IC
Fund, Ningbo Senson, Beijing
Fund,
IC
Spaces
and
Infotech entered
into the
Capital Increase Agreement.
On 23 March, 2018, SMIC Holdings, China IC Fund, Ningbo Senson, Beijing Fund, IC Spaces and Infotech agreed to amend the First Amended Joint Venture Agreement through the Second Amended Joint Venture Agreement for the Capital Contribution.
|
I.
|
CAPITAL INCREASE
AGREEMENT
|
The key terms of the Capital Increase Agreement are set out below:
Date
23
March,
2018
(after trading
hours)
- 9 -
Parties
1.
The Joint Venture Company;
2. SMIC Holdings (a wholly owned subsidiary of the Company);
3. China IC Fund (a connected person at the issuer level of the Company);
4. Ningbo Senson;
5. Beijing Fund;
6. IC Spaces; and
7. Inf
otech.
To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiry, Ningbo Senson, Beijing Fund, IC Spaces, Infotech and their respective ultimate beneficial owners are third parties independent of the Company and the connected persons of the Company prior to the Capital Contribution.
Subscription of Registered Capital
|
|
i.
|
SMIC
Holdings
has agreed
to
make
further
cash
contribution
of
RMB565 million
into
the
registered capital
of
the Joint
Venture Company.
Its
outstanding capital contribution obligation
as
contained
in
the First
Amended
Joint
Venture Agreement
will
increase
from nil
to
RMB565 million.
Its
shareholding
in
the
Joint
Venture Company
will
decrease
from
approximately 38.59% to approximately
38.57%;
|
|
|
ii.
|
China
IC
Fund has
agreed
to
make
further
cash
contribution
of
RMB500 million
into
the
registered capital
of
the Joint
Venture Company.
Its
outstanding capital contribution obligation
as
contained
in
the First
Amended
Joint
Venture Agreement
will
increase
from RMB100
million
to
RMB600 million. Its shareholding
in
the Joint
Venture Company
will
increase
from
approximately 28.17%
to
approximately
32.97%;
|
|
|
iii.
|
Ningbo Senson
has agreed
to
make
further
cash
contribution
of
RMB200 million
into
the
registered capital
of
the Joint
Venture Company.
Its
outstanding capital contribution obligation
as
contained
in
the First
Amended
Joint
Venture Agreement
will
increase
from nil
to
RMB200 million.
Its
shareholding
in
the
Joint
Venture Company
will
decrease
from
approximately 24.79% to approximately
15.82%;
|
|
|
iv.
|
Beijing
Fund will make
no
further
cash
contribution
and its
shareholding
in
the
Joint
Venture Company
will
decrease
from
approximately
8.45%
to approximately
1.65%;
|
|
|
v.
|
IC
Spaces
has
agreed
to
make cash
contribution
of
RMB100
million
into
the registered
capital
of
the
Joint
Venture Company, representing approximately
5.50%
of
the
enlarged
registered
capital
of
the
Joint
Venture
Company;
and
|
|
|
vi.
|
Infotech
has
agreed
to
make cash
contribution
of
RMB100
million
into
the registered
capital
of
the
Joint
Venture Company, representing approximately
5.50%
of
the
enlarged
registered
capital
of
the
Joint
Venture
Company.
|
The parties’ performance of the Capital Contribution obligations will lead to an increase in the registered capital from RMB355 million to RMB1.82 billion
- 10 -
|
II.
|
SECOND AMENDED
JOINT
VENTURE AGREEMENT
|
The key terms of the Second Amended Joint Venture Agreement are set out below:
Date
23 March, 2018 (after trading hours)
Parties
1.
SMIC
Holdings
(a
wholly
owned
subsidiary
of
the
Company);
2.
China
IC
Fund
(a
connected
person
at
the
issuer
level
of
the
Company);
3.
Ningbo
Senson;
4.
Beijing
Fund;
5.
IC
Spaces;
and
6.
Infotech.
To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiry, Beijing Fund, Ningbo Senson, IC Spaces, Infotech and their respective ultimate beneficial owners are third parties independent of the Company and the connected persons of the Company prior to the Capital Contribution.
- 11 -
Registered Capital and Capital Commitment
Pursuant to the Second Amended Joint Venture Agreement, the registered capital of the Joint Venture Company is RMB1.82 billion. Any increase to the registered capital will be subject to the approval of the board of directors of the Joint Venture Company and filing to the competent authorities.
SMIC Holdings
SMIC Holdings has committed to contribute RMB702 million to the registered capital of the Joint Venture Company, representing approximately 38.57% of the registered capital of the Joint Venture Company. SMIC Holdings has already contributed RMB137 million. It has agreed to make the remaining cash contribution of RMB565 million before 31 March 2020, or 50% of the RMB565 million within 30 working days from the occurring date that (i) the conditions precedent of the Capital Increase Agreement have been satisfied; and (ii) the completion of the filing to the relevant commission of commerce and the registration of the Capital Contribution to the relevant industrial and commercial administration, with the remaining 50% of the RMB565 million according to the business development needs of the Joint Venture Company and no later than 2 years from the date the filing to the relevant commission of commerce and the registration of the Capital Contribution to the relevant industrial and commercial administration have been completed.
China IC Fund
China
IC
Fund has
committed
to
contribute
in
aggregate RMB600 million
to
the registered
capital
of
the
Joint
Venture Company, representing approximately 32.97%
of
the
registered
capital
of
the
Joint
Venture
Company.
It
has
agreed
to
make
a
cash
contribution
of
RMB100 million within
30
working
days from the date of:
i)
the
satisfaction
of
certain
terms
set
out
in
the
Capital Increase Agreement;
(ii) the
completion
of
the
registration
with the
industrial and commercial
administration
and
the
filing
with
the
governmental
authorities;
and
iii)
the
conclusion
of the
agreement
for
transfer
and/or
authorization
of
patent and/or non-patent technology
by
the Joint
Venture Company
and
Semiconductor Manufacturing International (Shanghai)
Corporation.
It has further agreed to make a cash contribution of RMB250 million within 30 working days from the date of: (i) the satisfaction of certain terms set out in the Capital Increase Agreement; (ii) the completion of the registration with the industrial and commercial administration and the filing with the governmental authorities; and (iii) the conclusion of the sale and purchase agreement between the Joint Venture Company and its customers in relation to certain types of products.
- 12 -
It has also agreed to make a
cash contribution of RMB250 million within 30 working days from the date of: (i) the satisfaction of certain terms set out in the Capital Increase Agreement; (ii) the completion of the registration with the industrial and commercial administration and the
filing with the governmental authorities; and (iii) the conclusion of outsourcing agreement or sale and purchase agreement between the Joint Venture Company and its customers in relation to certain other types of products.
If the conditions precedent contained in the Capital Increase Agreement are not satisfied before 31 December 2018, China IC Fund is entitled to i) request the Joint Venture Company to reduce the registered capital; or ii) transfer its equity interest, the capital contribution obligations of which remain outstanding, to third parties that do not have conflicting interests with SMIC Holdings, its affiliated companies or the Joint Venture Company), subject to further arrangements as agreed among the parties under the Second Amended Joint Venture Agreement.
The details of the capital contribution to be made by the shareholders of the Joint Venture Company can be found under Table 3 at page 13 of the announcement.
Composition of the Board of Directors and the Appointment of Supervisor of the Joint Venture Company
The board
of
directors
of
the Joint
Venture Company
will
comprise
eight
directors,
with three
directors
to be
appointed
by
SMIC
Holdings,
one
director
to be
appointed
by
each
of
Ningbo Senson,
IC
Spaces
and
Infotech
and two
directors
to be
appointed
by
China
IC
Fund. The
chairman
will
be
elected
from the three
directors appointed
by
SMIC
Holdings. Directors
to be
appointed
by
Ningbo Senson,
IC
Spaces, Infotech
and China
IC
Fund
cannot
also
be
directors
of
entities
that will
compete
with the Joint
Venture
Company.
The Joint Venture Company does not have a board of supervisors and will have one supervisor to be appointed by Beijing Fund.
Transfer of Equity Interest in the Joint Venture Company
Any
transfer
of
equity
interest
in
the Joint
Venture Company
by
the
parties under
the
Second Amended
Joint
Venture Agreement (other
than SMIC
Holdings)
to
third parties
which shall not
compete
or
have
interests conflicting
with those
of
SMIC Holdings,
its
affiliated companies
or
the Joint
Venture Company
will
require written consents
from other
parties
under the Second
Amended
Joint
Venture Agreement.
In
the event that any party under the
Second Amended
Joint
Venture Agreement proposes
to
transfer
the
Transferring Equity Interest
to
a Third
Party,
each
of
the non-transferring parties
under the Second
Amended
Joint
Venture Agreement will
have
a
pre-emptive
right
to
purchase
the
Transferring
Equity
Interest.
- 13 -
SMIC
Holdings
is
entitled
to
transfer:
(i)
all
or
part
of
its
equity interest
in
the
Joint Venture Company
to
any
parties
under
the
Second Amended
Joint
Venture Agreement
or
SMIC
Holdings’ affiliated companies
and other
parties
under
the Second
Amended
Joint
Venture
Agr
eement
agree
to
waiver
their
pre-emptive
rights;
(ii) part
of
its
equity interest
in
the Joint
Venture Company
to
China
IC
Fund
and/or
its
affiliated companies
and other
parties
under the
Second Amended
Joint
Venture Agreement
agree
to
waiver
their
pre-emptive
rights.
China
IC
Fund
is
entitled
to
transfer:
(i) all
or
part
of
its
equity interest
in
the
Joint Venture Company
to
any
parties
under
the
Second Amended
Joint
Venture Agreement
or
China
IC
Fund’s affiliated companies
and other
parties
under
the Second
Amended
Joint
Venture
Agreement
agree
to
waiver
their
pre-emptive
rights;
(ii) all or part of its equity interest in the Joint Venture Company to SMIC Holdings and/or its affiliated companies and other parties under the Second Amended Joint Venture Agreement agree to waiver their pre-emptive rights.
Other Terms
The term
of
operation
of
the Joint
Venture Company
is 30
years from the date
of
its establishment (being November 2016). Subject
to
approval
from the board
of directors,
the
parties
will
decide whether
to
extend
the
term
of
operation
of
the
Joint Venture
Company
prior
to
the
expiry
date
of
the
term
of
operation.
CHANGES IN SHAREHOLDING AND REGISTERED CAPITAL
Details about the changes in the shareholding and registered capital of the Joint Venture Company are set out in the three tables below:
|
Table
1.
|
The
capital commitment
to
be
made
by
the
shareholders
of
the Joint
Venture Company
under the
previous amended
and
restated
joint
venture agreement prior
to
the
Equity
Transfer
(all
outstanding
contribution
is
to
be
made
in
cash)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual amount
|
|
|
|
|
|
|
|
|
|
contributed
|
|
Outstanding
|
|
|
|
|
|
|
|
as at the
|
|
capital
|
|
|
|
Shareholder of the
|
|
Capital
|
|
date of this
|
|
contribution
|
|
|
|
Joint Venture Company
|
|
Commitment
|
|
announcement
|
|
obligations
|
|
Shareholding
|
|
|
|
(RMB million)
|
|
(RMB million)
|
|
(RMB million)
|
|
(%)
|
|
|
|
|
|
|
|
|
|
|
|
SMIC Holdings
|
|
237
|
|
137
|
|
100
|
|
66.76
|
|
Ningbo Senson
|
|
88
|
|
88
|
|
0
|
|
24.79
|
|
Beijing Fund
|
|
30
|
|
30
|
|
0
|
|
8.45
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
355
|
|
255
|
|
100
|
|
100
|
- 14 -
|
Table 2.
|
The capital commitment to be made by the shareholders of the Joint Venture Company under the First Amended Joint Venture Agreement and prior to the Capital Contribution (all outstanding contribution is to
be made in cash)
|
|
|
|
|
|
Actual amount
|
|
|
|
|
|
|
|
|
|
contributed
|
|
Outstanding
|
|
|
|
|
|
|
|
as at the
|
|
capital
|
|
|
|
Shareholder of the
|
|
Capital
|
|
date of this
|
|
contribution
|
|
|
|
Joint Venture Company
|
|
Commitment
|
|
announcement
|
|
obligations
|
|
Shareholding
|
|
|
|
(RMB million)
|
|
(RMB million)
|
|
(RMB million)
|
|
(%)
|
|
|
|
|
|
|
|
|
|
|
|
SMIC Holdings
|
|
137
|
|
137
|
|
0
|
|
38.59
|
|
China IC Fund
|
|
100
|
|
0
|
|
100
|
|
28.17
|
|
Ningbo Senson
|
|
88
|
|
88
|
|
0
|
|
24.79
|
|
Beijing Fund
|
|
30
|
|
30
|
|
0
|
|
8.45
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
355
|
|
255
|
|
100
|
|
100
|
|
Table
3.
|
The
capital commitment
to
be
made
by
the
shareholders
of
the Joint
Venture Company
under the
Second Amended
Joint
Venture Agreement
after
the
Capital Contribution
(all
outstanding contribution
is
to be
made
in
cash)
|
|
|
|
|
Actual amount
|
|
|
|
|
|
|
|
contributed
|
|
Outstanding
|
|
|
|
|
as at the
|
|
capital
|
|
|
Shareholder of the
|
|
Capital
|
|
date of this
|
|
contribution
|
|
|
Joint Venture Company
|
|
Commitment
|
|
announcement
|
|
obligations
|
|
Shareholding
|
|
|
|
(RMB million)
|
|
(RMB million)
|
|
(RMB million)
|
|
(%)
|
|
|
|
|
|
|
|
|
|
|
|
SMIC Holdings
|
|
702
|
|
137
|
|
565
|
|
38.57
|
|
China IC Fund
|
|
600
|
|
0
|
|
600
|
|
32.97
|
|
Ningbo Senson
|
|
288
|
|
88
|
|
200
|
|
15.82
|
|
Beijing Fund
|
|
30
|
|
30
|
|
0
|
|
1.65
|
|
IC Spaces
|
|
100
|
|
0
|
|
100
|
|
5.50
|
|
Infotech
|
|
100
|
|
0
|
|
100
|
|
5.50
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
1,820
|
|
255
|
|
1,565
|
|
100
|
- 15 -
REASONS FOR AND BENEFITS OF THE EQUITY
TRANSFER AND THE CAPITAL CONTRIBUTION
The Joint
Venture Company
is
positioned
as
a
new
research
and
manufacturing
base
for specialised analog semiconductor industry
in
China.
It
adopts
a new
business
model
by
combining professional foundry
and
customized
ODM, while
providing
a
platform for
the
design service
of
related products.
The Joint
Venture Company focuses
on
the segments
of
high-voltage analog,
radio
frequency front-end
and
the
integrated technology
of
silicon semiconductor
for new
optoelectronics
and
magnetic materials.
Its
products, working together
with
the
Company’s products
with
advanced logic technology,
will provide
related systems
with a
comprehensive solution,
and
effectively support
the
currently
rapid
development
of
4G/5G
mobile communication
and
handheld devices,
smart home
appliances, industrial
smart
control
and
robots, automobiles with advanced energy sources,
which will
successfully complete
the
integration
of
upstream
and
downstream resources
in
the
relevant semiconductor industry chain.
The
Joint Venture Company
will
provide
a
strong support
to
the
expansion
of
the
Company’s current product
mix and has
an
important strategic position
for
achieving
the
grand strategic
goal
of
the
Company,
where
important impact
will
be
made
on
the
development
of
the
Company
from now on. The
Company
is of
the view that the
Equity Transfer, Capital Contribution
and
the
transactions contemplated thereunder
are
in
the
interests of
the
Company
and its
Shareholders
as
a whole, and are
beneficial
to
the
sustainable development
of
the
Company.
The
Directors (including independent non-executive Directors) consider
that
it is in
the
best
interests
of
the
Company
and the
Shareholders
as
a whole for SMIC
Holdings to
enter into
the
Equity
Transfer Agreement,
the
First
Amended
Joint
Venture Agreement,
the
Capital Increase Agreement
and the
Second Amended
Joint
Venture Agreement and
the
transactions contemplated thereunder;
the terms
of
the
Equity Transfer Agreement,
the First
Amended
Joint
Venture Agreement,
the
Capital Increase Agreement
and
the Second Amended
Joint
Venture Agreement
are fair and
reasonable;
and the
entering into
of
the Equity
Transfer Agreement,
the First
Amended
Joint Venture
Agreement, the Capital Increase Agreement
and the Second
Amended
Joint
Venture Agreement and transactions contemplated thereunder
are
on
normal commercial
terms
or
better,
in
the ordinary
and usual
course
of
business
of
the Group and
in
the
interests
of
the
Company
and the
Shareholders
as
a
whole.
No
Director
is
considered
to
have
a
material interest
in
the
Equity Transfer Agreement,
the First
Amended
Joint
Venture Agreement,
the
Capital Increase Agreement
or
the Second Amended
Joint
Venture Agreement
which would have
required
the
Director to abstain
from
voting
at the
board
meeting authorising
the
Equity Transfer Agreement, the
First
Amended
Joint
Venture Agreement,
the
Capital Increase Agreement
and the
Second Amended
Joint
Venture
Agreement.
- 16 -
IMPLICATIONS UNDER THE LISTING
RULES
As
China
IC
Fund holds
approximately 15.04% equity interest
in
the
Company through
its
wholly-owned subsidiary, Xinxin (Hongkong) Capital
Co.,
Limited,
it is a
connected person
of the
Company
under the
Listing Rules.
As
Ningbo Senson
holds
24.79% equity interest
in
the Joint
Venture Company,
a
subsidiary
of
the
Company
prior
to
the
Equity Transfer, Ningbo Senson
is a
connected person
at
the
subsidiary
level
of the
Company
prior
to
the
Equity Transfer
under the
Listing Rules.
SMIC
Holdings’ entering
into
the Equity Transfer Agreement
with the Joint
Venture Company
and China
IC
Fund,
and
the First
Amended
Joint
Venture Agreement
with,
amongst others,
China
IC
Fund
and Ningbo Senson, constitutes
a
connected transaction
under
Chapter
14A
of
the
Listing Rules.
As
the
highest applicable percentage
ratios
stipulated
under Rule 14.07
of
the
Listing
Rules
in
respect
of
the
Equity Transfer Agreement
and the First
Amended
Joint
Venture Agreement exceed
0.1% but are less than 5%, the
transaction contemplated
under
the Equity Transfer Agreement
and
the First
Amended
Joint
Venture Agreement constitutes
a
connected transaction
of
the
Company
and
are
subject
to the
reporting and announcement requirements
under
the
Listing Rules,
but
are
exempt
from
the independent Shareholders’ approval requirements
of
Chapter
14A
of
the
Listing
Rules.
As
the
shareholding
of
SMIC
Holdings
in
the Joint
Venture Company
will
decrease from approximately 66.76%
to
approximately 38.59%
upon the
completion
of
the
Equity Transfer,
the
Joint
Venture Company
will cease
to be the
subsidiary
of
the
Company
after the
Equity Transfer
and
Ningbo Senson
will cease
to be a
connected person
at
the subsidiary
level
of the
Company
after
the
Equity
Transfer
under the
Listing Rules. As
China
IC
Fund
is a
connected person
of
the
Company,
SMIC
Holdings’ entering
into
the Capital Increase Agreement
and
the
Second Amended
Joint
Venture Agreement with, amongst others,
China
IC
Fund
constitutes
a
connected transaction
under
Chapter
14A of
the
Listing
Rules.
As
the
highest applicable percentage
ratios
stipulated
under Rule 14.07
of
the
Listing
Rules
in
respect
of
the
Capital Increase Agreement
and
the
Second Amended Joint Venture Agreement exceed
0.1%
but
are less than 5%,
the
transactions contemplated
under
the
Capital
Increase Agreement
and
the
Second
Amended
Joint
Venture Agreement constitutes
a
connected transaction
of the
Company
and
are
subject
to
the reporting
and
announcement requirements
under the
Listing Rules,
but
are
exempt from
the
independent Shareholders’ approval requirements
of
Chapter
14A
of
the
Listing Rules.
INFORMATION ABOUT THE JOINT VENTURE COMPANY
The Joint
Venture Company
is
a
subsidiary
of
the
Company,
which was
jointly
established
by
Ningbo Senson, Beijing
Fund and China
IC
Capital
in
November
2016.
In
September
2017, China
IC
Capital transferred
all its equity
interest
in
the
Joint Venture Company
to
SMIC
Holdings.
The Joint
Venture Company
is
based
in
Ningbo, Zhejiang province
and
provides professional outsourcing services
for
platforms
on
specialized process,
as
well
as
product design services.
It is
positioned
as the
largest research
and
manufacturing
base
for specialised analog semiconductor industry
in
China.
It
adopts
a new
business
model
by
combining professional foundry
and
customized
ODM, while
providing
a
platform for
the
design service
of
related
products.
- 17 -
FINANCIAL INFORMATION OF THE JOINT VENTURE COMPANY
The audited net profit (before and after taxation) of the Joint Venture Company for the period since its incorporation in November 2016 to 31 December 2016 and for the financial year ended 31 December 2017 are set out as follows:
|
|
Since its incorporation
|
|
|
|
in November 2016 to
|
For the year
ended
|
|
|
31 December 2016
|
31
December 2017
|
|
|
(audited)
|
(audited)
|
|
|
(RMB)
|
(RMB)
|
|
|
|
|
|
Net
Profit
before
taxation
|
–1,593,503.77
|
–16,343,524.68
|
|
Net
Profit
after
taxation
|
–1,593,503.77
|
–16,343,524.68
|
According
to
the
audited accounts prepared
by the
Joint
Venture Company
under
the Generally Accepted Accounting Principles
of the
PRC, the total
assets,
total
liabilities
and
net
assets
of
the Joint
Venture Company
as of 31
December
2017
amounted to approximately RMB334,049,311.35, RMB95,392,836.03
and
RMB238,656,475.32 respectively.
INFORMATION
ABOUT THE
PARTIES
SMIC Holdings and the Company
SMIC
Holdings
is
the
regional headquarter
set
up
in
2015 and
is
a
wholly-owned subsidiary
of
the
Company.
The
Company
is
one
of
the
leading integrated-circuit foundry enterprises
in
the world and
is
also
the
largest
and most
advanced
in
mainland China.
The
Company provides
0.35
micrometer
to 28
nanometer foundry
and
technology services. Headquartered
in
Shanghai,
the
Company
has a 300mm wafer plant and a 200mm mega wafer plant
in
Shanghai,
as
well
as
a 300mm mega wafer plant and a
300mm advanced
wafer plant with
controlling shareholding
in
Beijing.
It
also
has
a 200mm
wafer
plant
in
Tianjin
and
Shenzhen respectively.
The
Company
also has
marketing offices in
the U.S.,
Europe,
Japan, and
Taiwan
for
customer services,
and a
representative office in
Hong
Kong.
China IC Fund
China
IC
Fund,
incorporated
in
September
2014,
mainly invests
in
the value chain
of
integrated circuit industry
via
various approaches, primarily
in
integrated circuit chip manufacturing
as
well
as
chip
designing, packaging
test and
equipment
and
materials.
Fund
investors include
CDB
Capital,
China
National Tobacco Corporation, Beijing Yizhuang International Investment
and
Development
Co., Ltd., China
Mobile Communications Corporation, Shanghai Guosheng (Group)
Co., Ltd.,
Beijing Purple Communications
Technology
Group
Ltd
and
Sino
IC
Capital
Co.,
Ltd..
- 18 -
Beijing Fund
Beijing
Fund,
incorporated
in
Haidian District, Beijing
in
September
2014
as
a sub-fund
of
Beijing
IC
Fund,
principally invests
in
the
design, packaging
and
testing
of
integrated- circuits,
as
well
as
the
relevant upstream
and
downstream industries.
The fund
investors include Beijing
IC
Capital
Co., Ltd., China
IC
Capital
Co., Ltd.,
Beijing Redbud Huarong Equity Investment
Co., Ltd.,
Zhongguancun Haidian Science
Park
Innovation Service Center, Beijing
Unis
Communications Technology
Group Ltd. and
Beijing E-
Town
International
Emerging
Industry
Investment
Center
LLP.
Ningbo Senson
Ningbo Senson, incorporated
in
Beilun District, Ningbo
in
June 2015, has
a
scope
of business
which
includes discrete semiconductor devices
and
integrated circuits,
as
well
as electronic goods. Ningbo Senson
is
a limited liability company jointly funded and established
by
Ningbo Junsheng Technology
Co., Ltd.,
Ningbo Industry Investment
Group Co., Ltd. and
Ningbo Meishan Island Development & Investment
Co., Ltd.
In
2016,
Ningbo Senson,
along with SMIC
Holdings
and
Beijing
Fund,
contributed
to
the capital
of the
Joint
Venture Company.
IC Spaces
IC Spaces, jointly funded and established by Ningbo IC Spaces Co., Ltd., China Fortune- Tech Capital Co., Ltd. and Lizhu Fund Management Co., Ltd., is engaged in the management of associated sub-funds, angel investment funds and M&A funds of various bases at the Ningbo Integrated Circuit Industrial Park, either by itself or through joint venture management companies. IC Spaces is also engaged in the management of major direct investment projects in Ningbo’s integrated-circuit industry.
Infotech
Infotech
was
established
in
September
2016, the major
investment directions
of
which involve equity participation
in
venture capital
funds for
emerging industries
and
direct investments
in
enterprises within
such
industries. Infotech’s investors include the Ministry
of
Finance
of
the
PRC,
Shenzhen Hongshulin Venture Capital Investment
Co.,
Ltd.,
Shenzhen Longgang Financial Investment Holdings
Co.,
Ltd.,
Shenzhen Kunpeng Equity Investment
Co., Ltd., Anhui
Provincial Emerging Industry Investment
Co., Ltd., Hefei
High-Tech Construction Investment
Group
Company,
Henan
Land Assets Management
Co.,
Ltd.
and
Infotech (Shenzhen) Emerging Industry Fund Management
Co.,
Ltd.
DEFINITIONS
|
‘‘Beijing
Fund’’
|
|
Beijing
Integrated
Circuit
Design
and
Testing
Fund*
(
北京集成
電路設計與封測股權投資中心
),
a
company
established
under
the
laws
of
the
PRC;
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‘‘Capital Contribution’’
|
|
the proposed capital contribution in the Joint Venture Company by SMIC Holdings, China IC Fund, Ningbo Senson, IC Spaces and Infotech pursuant to the Capital Increase Agreement;
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- 19 -
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‘‘Capital Increase Agreement’’
|
|
the
capital
increase agreement entered
into among
the
Joint Venture Company,
SMIC
Holdings,
China
IC
Fund,
Ningbo Senson, Beijing
Fund,
IC
Spaces
and
Infotech
and
dated
23
March,
2018;
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‘‘China
IC
Capital’’
|
|
China
IC
Capital
Co., Ltd* (
中芯晶圓股權投資
（
上海
）
有限公司
),
a
limited
liability
company
incorporated
in
the
PRC
and
a wholly owned subsidiary of the Company;
|
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‘‘China
IC
Fund’’
|
|
China
Integrated Circuit Industry Investment
Fund Co.,
Ltd*(
國
家集
成
電路
產
業投資
基
金股
份
有限
公
司
),
a
company established
under
the
laws
of
the
PRC;
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|
‘‘Company’’
|
|
Semiconductor Manufacturing International Corporation
(
中 芯
國際集成電路製造有限公司
*), a company incorporated in theCayman Islands with limited liability, the shares of which arelisted
on
the
main
board
of
the
Stock
Exchange
and
the American depositary shares
of
which are
listed
on
the
New
York Stock
Exchange,
Inc;
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‘‘Director(s)’’
|
|
the
director(s)
of
the
Company;
|
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|
‘‘Equity Transfer Agreement’’
|
|
the
equity
transfer agreement entered
into
among
SMIC Holdings,
China
IC
Fund and the Joint
Venture Company and
dated
22
March, 2018;
|
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|
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|
‘‘Equity
Transfer’’
|
|
the
proposed transfer
of
28.17% equity interest
in
the
Joint Venture Company
by
SMIC
Holdings
to
China
IC
Fund pursuant
to the
Equity
Transfer
Agreement;
|
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|
|
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‘‘Equity
Interest’’
|
|
28.17%
equity interest
in
the Joint
Venture Company
held
by
SMIC
Holdings
prior
to
the
Equity
Transfer;
|
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|
‘‘First
Amended Joint Venture
Agreement’’
|
|
the amended and restated joint venture agreement entered into among SMIC Holdings, Ningbo Senson, Beijing Fund and China IC Fund and dated 22 March, 2018;
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‘‘Group’’
|
|
the
Company
and its
subsidiaries;
|
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‘‘IC
Spaces’’
|
|
Ningbo Integrated Circuit Industry
Fund
Management Co.,
Ltd*
(
寧波市集成電路產業基金管理有限公司
), a
company established
under
the
laws
of
the
PRC;
|
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|
|
|
|
‘‘Infotech’’
|
|
Infotech National Emerging Industry Venture Capital Guiding
Fund*
(
盈富泰克國家新興產業創業投資引導基金
),
a
company established
under
the
laws
of
the
PRC;
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- 20 -
|
‘‘Joint Venture Company’’
|
|
Ningbo Semiconductor International Corporation*
(
中芯集成電
路
（
寧波
）
有限公司
),
a
joint
venture incorporated
in
the
PRC,
which
is
owned
as to
66.76%
by
SMIC
Holdings, 24.79
%
by
Ningbo Senson and 8.45% by Beijing Fund before the Equity Transfer and the Capital Contribution;
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‘‘Listing
Rules’’
|
|
the
Rules
Governing
the
Listing
of
Securities
on The
Stock Exchange
of
Hong Kong
Limited;
|
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|
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‘‘Ningbo
Senson’’
|
|
Ningbo
Senson
Electronics
Technology
Co.
,
Ltd*
(
寧波勝芯電子
科技有限公司
), a
company
established
under
the
laws
of
the PRC;
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‘‘PRC’’
|
|
the
People’s Republic
of
China,
but for
the
purpose
of
this announcement
only,
excludes
Hong
Kong,
Macau
and
Taiwan;
|
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‘‘RMB’’
|
|
Renminbi,
the
lawful
currency
of
the
PRC;
|
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‘‘Second Amended Joint Venture Agreement’’
|
|
the amended and restated joint venture agreement entered into among SMIC Holdings, China IC Fund, Ningbo Senson, Beijing Fund, IC Spaces and Infotech and dated 23 March, 2018;
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‘‘Shareholders’’
|
|
the
shareholders
of
the
Company;
|
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‘‘SMIC
Holdings’’
|
|
SMIC
Holdings Corporation* (
中
芯國
際
控股
有
限公司
),
a
limited liability company incorporated
in
the
PRC
and
a
wholly-owned subsidiary
of
the
Company; and
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‘‘Stock
Exchange’’
|
|
the
Stock
Exchange
of
Hong
Kong
Limited.
|
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By order of the Board
|
|
Semiconductor Manufacturing International Corporation
|
|
Gao Yonggang
|
|
Executive
Director,
Chief
Financial
Officer
and
Joint
Company
Secretary
|
|
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|
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Shanghai, 26 March, 2018
|
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|
- 21 -
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
- 22 -