Redemption at the Option of the Company on Increased Share Price:
On or at
any time after
14
December 2020,
on
giving
not
less
than
30
nor more than
60
days’
notice
to the
trustee
and
the principal
agent
in
writing
and
to
the
holders
of
the China
IC
Fund PSCS, the
Company
may
redeem
the China
IC
Fund
PSCS
in
whole,
but not
in
part,
at
their
principal amount if
the
Closing
Price
of
the Share for any
20
Trading
Days
out
of 30
consecutive Trading
Days
immediately
prior
to
the
date
upon
which
notice
of
such
redemption
is
given (translated
into U.S.
dollars
at
the
prevailing exchange
rate
determined
in
accordance
with the terms and
conditions
of
the China
IC
Fund
PSCS),
was
at
least 130 per cent.
Of
the
applicable Conversion
Price then
in
effect (translated
into U.S.
dollars
at
the Fixed
Exchange
Rate).
If
there shall occur
an
event
giving
rise
to a
change
in
the Conversion
Price
during
any such
30
Trading
Day
period as mentioned above, appropriate adjustments
for
the
relevant
days shall
be
made,
as
determined
by an
Independent Investment
Bank, for the
purpose
of
calculating
the
Closing
Price for such
days.
Redemption
on
Minimum Outstanding
Amounts:
On
giving
not less than
45
nor more than
60
days’
Optional
Redemption Notice
to
the
trustee
and
the
principal
agent
in writing
and
the
holders
of
the China
IC
Fund PSCS,
the Company
shall redeem all and not some only
of
the
China
IC
Fund PSCS
on
the
Optional Redemption
Date
specified
in the
Optional Redemption Notice
at
(1)
the
early redemption amount,
at any
time
before
14
December 2020,
or
(2) their
principal amount, together
with
distribution accrued
to
the date fixed
for
redemption (including any arrears
of
distribution
and
any
additional distribution amount),
at
any time
on or
after
14
December
2020
if,
prior
to
the date the
relevant Optional Redemption Notice
is
given, conversion rights
shall have been
exercised and/or purchases
(and
corresponding
cancellations)
and/or redemptions effected
in
respect
of 90
per cent.
or
more
in
principal
amount
of
the China
IC
Fund PSCS
originally
issued.
Redemption for Relevant Event:
Following
the
occurrence
of
a
Relevant
Event (as
defined below),
the
holder
of
each China
IC
Fund PSCS will
have
the right
at
such
holder’s option,
to
require
the
Company to redeem
all
or
some only
of
such
holder’s
China
IC
Fund
PSCS
on
the
redemption
date for
Relevant
Event
at
their principal
amount.
– 52 –
‘‘Relevant
Event’’
means the
occurrence
of
any
Delisting or Suspension arising
from
or as
a
result
of
an
application to
the
Relevant
Stock
Exchange having
been
initiated
or
made
by
the
Company
or
such
Delisting
or
Suspension having
been
effected
or
imposed through
any
other
means controlled
by
the
Company
or
otherwise
resulting from
any
action
of the
Company
or
any
default
or
non- compliance
by
the
Company
of
any
of its
obligations that
are
within
its
control;
where
‘‘Delisting’’
occurs
when
the Shares
cease
to be
listed
or
admitted
to
trading
on the
Stock Exchange
(or
if
applicable,
the
Alternative
Stock
Exchange)
and
‘‘Suspension’’
occurs
if
there
is
a
suspension
or
material limitation
in
trading
of
the
Shares
on
the Stock
Exchange
(or
if
applicable,
the
Alternative
Stock
Exchange)
and
such suspension
or
material limitation continues
for
a
period
of
45
consecutive Trading
Days.
EFFECT ON THE SHARE CAPITAL OF THE COMPANY AS A RESULT OF THE ISSUE OF THE DATANG SUBSCRIPTION SECURITIES AND THE CHINA IC FUND SUBSCRIPTION SECURITIES
The
subscription
price
of any
exercise
by
Datang
of
its
pre-emptive
right
to
subscribe for
the
Datang Pre-emptive Shares
and
by
China
IC
Fund
of
its
pre-emptive
right
to
subscribe
for the China
IC
Fund
Pre-emptive
Shares will
be at
a price
equivalent
to
the Placing
Price.
Based
on
the
initial Conversion
Price
of
HK$12.78
per Share and
assuming full conversion
of
the
Datang
PSCS and
the
China
IC
Fund PSCS
at
the
initial Conversion
Price
(subject
to
adjustment
in
accordance
with
the
terms and
conditions
of
the
Datang
PSCS and the China
IC
Fund
PSCS),
the
Datang
PSCS and the China
IC
Fund PSCS
will
be
convertible
into
305,297,338 Shares, representing approximately
6.19%
of
the
issued
share
capital
of
the
Company
on
the Last
Trading
Day
immediately before execution of
the Datang PSCS
Subscription Agreement
and
the China
IC
Fund PSCS
Subscription Agreement,
and
approximately
5.83%
of
the issued share
capital
of
the
Company as enlarged
by
and
assuming
full
conversion
of
the
Datang
PSCS and the China
IC
Fund PSCS.
The
following
table
illustrates
(i) the
existing shareholding structure
of
the
Company; (ii)
the
shareholding structure
of
the
Company
after the issue
of the
Datang Subscription Securities
and the China
IC
Fund
Subscription Securities
and
assuming
no
conversion of
the
Datang
PSCS and the China
IC
Fund PSCS; and (iii) the
shareholding structure of
the
Company
after the issue
of
the
Datang Subscription Securities
and
the
China
IC
Fund
Subscription Securities
and
assuming
full
conversion
of
Datang
PSCS and
the
China
IC
Fund
PSCS.
– 53 –
|
Existing (as at 20 April 2018)
|
|
|
Immediately after the issue of the China IC Fund Subscription
Securities and assuming no conversion of the China IC Fund PSCS
(Note 1)
|
|
|
Immediately after the issue of the China IC Fund Subscription
Securities and assuming full conversion of the China IC Fund PSCS
(Note 2)
|
|
|
% of issued
share capital of
|
|
|
% of issued
share capital of
|
|
|
% of issued
share capital of
|
|
|
Shareholder
|
|
No. of Shares
|
|
|
the Company
|
|
|
No. of Shares
|
|
|
the Company
|
|
|
No. of Shares
|
|
|
the Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Datang
|
|
|
797,996,122
|
|
|
|
16.18
|
%
|
|
|
859,522,595
|
|
|
|
17.02
|
%
|
|
|
981,641,530
|
|
|
|
18.33
|
%
|
|
China IC Fund
|
|
|
740,000,000
|
|
|
|
15.01
|
%
|
|
|
797,054,901
|
|
|
|
15.78
|
%
|
|
|
980,233,304
|
|
|
|
18.30
|
%
|
|
Other Shareholders
|
|
|
3,393,292,198
|
|
|
|
68.81
|
%
|
|
|
3,393,292,198
|
|
|
|
67.20
|
%
|
|
|
3,393,292,198
|
|
|
|
63.36
|
%
|
|
Total
|
|
|
4,931,288,320
|
|
|
|
100.00
|
%
|
|
|
5,049,869,694
|
|
|
|
100.00
|
%
|
|
|
5,355,167,032
|
|
|
|
100.00
|
%
|
Notes:
|
|
1.
|
Assuming
that
other
than the
issue
of
the
Datang Subscription Securities
and the
China
IC Fund
Subscription Securities,
no
Share issuance,
no
issuance
of
any
further pre-emptive securities,
no
Restricted Share Units
are
granted,
none
of
the
outstanding share options
is
exercised
and
no
conversion
into
Shares
of
any
securities.
As at 31
March 2018,
the
Company
has
38,491,771 outstanding share
options.
|
|
|
|
2.
|
Assuming
that
other
than the
issue
of
the
Datang Subscription Securities,
the
China
IC
Fund
Subscription Securities
and
assuming
full
conversion
of
the
Datang
PSCS and the
China
IC
Fund
PSCS,
no
Share issuance,
no
issuance
of
further pre-emptive securities,
no
Restricted Share Units
are
granted,
none
of
the
outstanding share options
is
exercised
and
no
conversion
into
Shares
of
any
securities.
As at 31
March 2018,
the
Company
has
38,491,771
outstanding
share
options.
|
|
COMPARISON OF THE CONVERSION PRICE
The Conversion Price will initially be HK$12.78 per Share which represents:
|
|
(1)
|
a
premium
of
approximately 20.11%
over the
Closing
Price
of
HK$10.64
per
Share
as
quoted
on the
Stock
Exchange
on the
Last
Trading
Day;
|
|
|
|
(2)
|
a
premium
of
approximately 25.15%
over the
average Closing
Price
of
HK$10.21 per
Share for the last five
consecutive Trading
Days
up to
and
including
the
Last Trading
Day;
and
|
|
|
|
(3)
|
a
premium
of
approximately 25.78%
over the
average Closing
Price
of
HK$10.16 per
Share
for
the last ten
consecutive Trading
Days
up to
and
including
the Last
Trading
Day.
|
|
– 54 –
The
initial Conversion
Price was
determined after
arm’s
length negotiations between the Company
and the Joint
Managers
with
reference
to
the
Closing
Price
of
the
Shares quoted
on the
Stock
Exchange
on the
Last
Trading
Day, being the last
trading day immediately
before
execution
of
the Datang PSCS
Subscription Agreement
and
the
China
IC
Fund
PSCS
Subscription
Agreement.
FUND RAISING ACTIVITIES BY THE COMPANY IN THE LAST 12 MONTHS
Except for the Placing and the issue of the Placed PSCS, Company has not raised fund on any issue of equity securities in the past 12 months immediately before the date of this announcement.
REASONS FOR AND BENEFITS OF THE DATANG SUBSCRIPTION AND THE CHINA IC FUND SUBSCRIPTION
The
Company
is of
the view that the
Datang Subscription
and the China
IC
Fund Subscription
will
strengthen
the
relationship between Datang,
China
IC
Fund and
the Company
and
provide
an
additional
source
of
funding
for
the
Company’s
needs
beyond
the
capital
raised
through
the
Placing
and
the
issued
of
the
Placed
PSCS.
On
this
basis,
the
Directors (excluding
the
independent non-executive Directors
who
will
form their view upon
considering
the advice
of
the
Independent Financial Adviser) consider
that,
subject
to
the
opinion
of
Messis
Capital,
the terms
of
the
Datang Subscription
and
the China
IC
Fund
Subscription
are fair and
reasonable,
the
entering
into
of
the
Datang Pre-emptive
Share
Subscription Agreement,
the
Datang PSCS Subscription Agreement,
the China
IC
Fund
Pre-emptive
Share
Subscription Agreement
and
the
China
IC
Fund PSCS
Subscription Agreement
is
on
normal commercial
terms
or better,
in
the
ordinary
and usual course
of
business
of
the
Company
and
in
the
interests
of
the
Company
and
the
Shareholders
as
a
whole.
USE OF PROCEEDS
It is
estimated
that the net
proceeds
(net
of
fees and
expenses)
from
the
issue
of
the Datang
PSCS and the China
IC
Fund PSCS and the issue
of
the
Datang Pre-emptive Shares
and the China
IC
Fund
Pre-emptive Shares
will
be
approximately US$499.8 million
and
HK$1,262 million,
respectively.
The Company intends to use the net proceeds (net of fees and expenses) from the issue of the Datang Subscription Securities and the China IC Fund Subscription Securities for the Company’s capital expenditure for capacity expansion and general corporate purposes.
– 55 –
IMPLICATIONS OF THE LISTING RULES
Datang currently
holds
16.18%
of
the
entire existing issued
share
capital
of
the Company.
China
IC
Fund
currently
holds
15.01%
of
the
entire existing issued share capital
of
the
Company.
As
each
of
Datang
and China
IC
Fund
is
a substantial Shareholder
of
the
Company
by
virtue
of
their
respective shareholding interest,
each
of
them
is
a connected person
of
the
Company
and
the
entering
into
of
the
Datang Pre-
emptive
Share
Subscription Agreement,
the
Datang
PSCS
Subscription Agreement, the
China
IC
Fund
Pre-emptive
Share
Subscription Agreement
and the China
IC
Fund
PSCS Subscription Agreement
as
well
as
the
transactions contemplated thereunder (including
the
allotment
and
issue
of
the Datang
Pre-emptive Shares
and the China
IC
Fund
Pre-
emptive
Shares,
the issue
of
the
Datang PSCS and the China
IC
Fund PSCS and
any Datang Conversion Shares and/or
China
IC
Fund
Conversion Shares)
will
constitute connected transactions
of
the
Company
under
Chapter
14A
of
the
Listing Rules. Therefore,
the
entering
into
of the
Datang Pre-emptive
Share
Subscription Agreement,
the
Datang
PSCS
Subscription Agreement,
the
China
IC
Fund
Pre-emptive Share Subscription Agreement,
the China
IC
Fund PSCS
Subscription Agreement
and
the transactions contemplated thereunder
are
subject
to
reporting, announcement and Independent Shareholders’ approval requirements
under the
Chapter
14A
of
the
Listing Rules.
To
the best
of
the
Directors’ knowledge, information
and
belief, having
made
all reasonable enquiries,
apart from
Datang, Datang
HK
and their
associates
(as
defined
in
the
Listing
Rues)
(in
the case
of
the
Datang Pre-emptive
Share
Subscription Agreement,
the
Datang
PSCS
Subscription Agreement
and
the
transactions contemplated thereunder)
and China
IC
Fund,
Xinxin
HK
and their
associates,
(in the case
of
the
China
IC
Fund
Pre-emptive
Share
Subscription Agreement,
the China
IC
Fund
PSCS Subscription Agreement
and
the
transactions contemplated thereunder)
no
other Shareholder
of
the
Company
will
be
required
to
abstain
from
voting
on
the
resolutions
at
the
EGM.
In
accordance
with
the
Listing Rules,
an
Independent
Board
Committee (consisting
of
all
the
independent non-executive Directors
who have
no
direct
or
indirect interest
in
the Datang Subscription
and
the
China
IC
Fund
Subscription,
other than, where
applicable,
being
a
Shareholder)
has been
established
to
advise
the
Independent Shareholders
as to
whether
the
respective
terms
of the
Datang
Pre-emptive
Share
Subscription Agreement,
the
Datang
PSCS
Subscription Agreement,
the
China
IC
Fund
Pre-emptive Share Subscription Agreement
and the China
IC
Fund PSCS
Subscription Agreement
are
fair
and
reasonable, whether
the
entering
into
of the
Datang Pre-emptive
Share
Subscription Agreement,
the
Datang
PSCS
Subscription Agreement,
the China
IC
Fund
Pre-emptive
Share
Subscription Agreement
and
the
China
IC
Fund PSCS
Subscription Agreement
is
on
normal commercial
terms
or
better,
in
the
ordinary
and usual
course
of
business
of
the Company
and
in
the
interests
of
the
Company
and the
Shareholders
as a
whole,
and
to
advise
the
Independent Shareholders
on how to
vote,
taking
into
account the recommendations
of
the
Independent
Financial
Adviser.
– 56 –
Messis Capital
has been
appointed
as
the
Independent Financial Adviser
to
advise the Independent
Board
Committee
and
Independent Shareholders
as
to
whether the respective
terms
of
the
Datang Pre-emptive
Share
Subscription Agreement,
the
Datang
PSCS
Subscription Agreement,
the China
IC
Fund
Pre-emptive
Share
Subscription Agreement
and
the
China
IC
Fund
PSCS
Subscription Agreement
are
fair
and reasonable,
and
whether
the
entering
into
of
the
Datang Pre-emptive Share Subscription Agreement,
the
Datang
PSCS
Subscription Agreement,
the
China
IC
Fund
Pre-emptive
Share
Subscription Agreement
and
the
China
IC
Fund
PSCS Subscription Agreement
is on
normal commercial
terms
or
better,
in
the
ordinary and
usual course
of
business
of the
Company
and
in
the
interests
of the
Company
and
the Shareholders
as
a
whole,
and
to
advise
the
Independent Shareholders
as to
whether they should
vote
in
favour
of
the
ordinary resolutions
to be
proposed
at the
EGM
to
approve
the
Datang Pre-emptive
Share
Subscription Agreement,
the
Datang
PSCS
Subscription Agreement,
the China
IC
Fund
Pre-emptive
Share
Subscription Agreement
and
the
China
IC
Fund PSCS
Subscription Agreement
and the
transactions contemplated
thereunder.
GENERAL
At
the EGM,
ordinary resolutions
will
be
proposed
to
the
Independent Shareholders
to
approve
(i)
the
Datang Pre-emptive
Share
Subscription Agreement
and the
allotment and
issue
of
the
Datang Pre-emptive Shares,
(ii) the
Datang
PSCS
Subscription Agreement,
the
issue
of
the Datang PSCS, and the
allotment
and issue
of the
Datang Conversion Shares,
(iii) the China
IC
Fund
Pre-emptive
Share
Subscription Agreement
and
the allotment
and issue
of
the China
IC
Fund
Pre-emptive Shares,
and (iv) the China
IC
Fund PSCS
Subscription Agreement,
the issue
of
the China
IC
Fund PSCS, and
the allotment
and issue
of the
China
IC
Fund
Conversion
Shares.
Datang, Datang
HK
and their
associates,
being
connected persons
of
the
Company in respect
of
the
Datang Subscription,
will
abstain
from
voting
on
the
ordinary resolutions
to
approve
(i) the
Datang Pre-emptive
Share
Subscription Agreement
and the
allotment
and
issue
of
the
Datang Pre-emptive
Shares and (ii) the
Datang
PSCS
Subscription Agreement,
the
issue
of
the
Datang
PSCS, and
the
allotment
and issue
of the
Datang Conversion
Shares.
China
IC
Fund,
Xinxin
HK
and their
associates,
being
connected persons
of
the Company
in
respect
of the
China
IC
Fund
Subscription,
will
abstain
from
voting
on
the ordinary resolutions
to
approve
(i) the China
IC
Fund
Pre-emptive
Share
Subscription Agreement
and the
allotment
and
issue
of
the China
IC
Fund
Pre-emptive Shares
and
(ii)
the China
IC
Fund PSCS
Subscription Agreement,
the issue
of
the China
IC
Fund
PSCS,
and the
allotment
and issue
of
the
China
IC
Fund
Conversion
Shares.
– 57 –
A
circular containing,
among other
things, further details
on
the Datang
Subscription
and
the
China
iC
Fund
Subscription,
a
letter
from
the
Independent
Board
Committee
and
an
opinion
from
the
Independent Financial Adviser together
with the
notice convening
the
EGM
to
approve
(i)
the
Datang Pre-emptive
Share
Subscription Agreement
and
the
allotment
and
issue
of the
Datang Pre-emptive Shares,
(ii)
the Datang
PSCS
Subscription Agreement,
the issue
of
the
Datang
PSCS, and the
allotment
and
issue
of
the
Datang Conversion Shares,
(iii)
the
China
IC
Fund
Pre-emptive Share Subscription Agreement
and
the
allotment
and
issue
of
the
China
IC
Fund
Pre-emptive Shares,
and (iv) the China
IC
Fund PSCS
Subscription Agreement,
the issue
of
the
China
IC
Fund PSCS, and
the
allotment
and
issue
of the
China
IC
Fund
Conversion Shares,
will
be
despatched
to
the
Shareholders
as
early
as
practicable
in
accordance
with
the requirements
of
the
Listing
Rules.
An
application
will
be
made
by
the
Company
to
the
Listing Committee
of
the
Stock Exchange
for the
granting
of
the
approval
for the
listing
of, and
permission
to
deal in,
the Datang Pre-emptive Shares,
the
Datang Conversion Shares,
the China
IC
Fund
Pre- emptive
Shares
and
the China
IC
Fund
Conversion Shares.
An
application
will
be
made
by
the
Company
to
the
Singapore Exchange
for the
listing
and
quotation
of
the
Datang
PSCS
and
the
China
IC
Fund
PSCS
on
the
Singapore
Exchange.
UNITED STATES SECURITIES LAW MATTERS
The
Datang Subscription Securities
and the China
IC
Fund
Subscription Securities 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 Datang Subscription Securities
and the China
IC
Fund
Subscription Securities
in
the United
States.
This
announcement
does
not
constitute
an
offer
of
any
securities
for
sale.
INFORMATION
ABOUT THE
COMPANY
The
Company
is
one
of the
leading foundries
in
the
world,
is
Mainland China’s largest foundry
in
scale, broadest
in
technology coverage,
and
most
comprehensive
in
semiconductor manufacturing services.
The
Company provides integrated circuit (IC) foundry
and
technology services
on
process
nodes from 0.35
micron
to
28
nanometer. Headquartered
in
Shanghai, China,
the
Company
has
an
international manufacturing
and
service
base.
In
China,
the
Company
has a 300mm wafer
fabrication facility (fab)
and a 200mm
fab in
Shanghai;
a 300mm fab and a
majority-owned
300mm fab
for advanced
nodes
in
Beijing;
200mm fabs
in
Tianjin
and
Shenzhen;
and a
majority-owned joint-venture
300mm
bumping facility
in
Jiangyin; additionally,
in
Italy the
Company has
a
majority-owned
200mm fab. The
Company
also has
marketing
and
customer service offices
in the
U.S.,
Europe,
Japan, and
Taiwan,
and a
representative office
in
Hong Kong.
– 58 –
INFORMATION ABOUT DATANG AND DATANG HK
Datang
HK is
a subsidiary
of
Datang headquartered
in
Beijing. Datang
is
mainly engaged
in the
core
business
of
TD-SCDMA
third
generation
(3-G)
mobile telecommunication, wireless access
and
integrated circuit design.
Datang
has experience
in
technology development
and
innovation
in
mobile telecommunication
and chip
design,
and has
developed a series
of
telecommunication products
of
advance domestic
and
international standards. Datang
is
one
of
the
leading forces
in
technology innovation
in
the
PRC.
INFORMATION ABOUT CHINA IC FUND AND XINXIN HK
Xinxin HK is a subsidiary of 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 IC chip manufacturing as well as chip designing, packaging test and equipment and materials.
Shareholders
and
potential investors
should
note
that
completion
of the
Datang Subscription
and the China
IC
Fund
Subscription
is
subject
to
fulfilment
of
the conditions
under the
Datang Pre-emptive
Share
Subscription Agreement,
the
Datang
PSCS
Subscription Agreement,
the China
IC
Fund
Pre-emptive
Share
Subscription Agreement
and the China
IC
Fund PSCS
Subscription Agreement
and
may
be
terminated in certain circumstances.
As
the
allotment
and issue
of
the
Datang Pre-emptive Shares
and
the
China
IC
Fund
Pre-emptive Shares,
the issue
of
the
Datang
PSCS and the China
IC
Fund
PSCS may
or
may not
proceed, Shareholders
and
potential investors
are
reminded
to
exercise caution
when
dealing
in
the
Shares.
When
in
doubt, investors
are
recommended to consult
their
professional
adviser(s).
– 59 –
DEFINITIONS
In
this
announcement,
the
following expressions
have the
meanings
set out below
unless
the
context otherwise
requires:
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‘‘2014 Equity Incentive Plan’’
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the
2014
equity incentive
plan
adopted
by
the
Company pursuant
to
a
resolution passed
by
the
Shareholders
at
the annual general meeting
of
the
Company
held
on 13
June
2013
and
effective
from
15
November
2013 upon its
registration with
the
PRC
State
Administration
of
Foreign
Exchange;
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‘‘2016
Bonds’’
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the U.S.$450,000,000 Zero Coupon Convertible Bonds due 2022;
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‘‘ADS(s)’’
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American depositary shares
of
the
Company,
each
of
which represents 5
Shares;
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‘‘Alternative Stock Exchange’’
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at
any time,
in
the case
of the
Shares,
if
they are not
at
that
time
listed
and
traded
on the
Stock
Exchange,
the
principal stock exchange
or
securities market
on
which the
Shares
are then
listed
or
quoted
or
dealt
in;
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‘‘associate(s)’’
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has
the
meaning
as
described
in
the
Listing Rules;
‘‘Board’’
the
board
of
Directors;
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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 Conversion Shares’’
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Shares
to be
allotted
and
issued
by
the
Company upon conversion
of
the
China
IC
Fund
PSCS;
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‘‘China IC Fund Further PSCS’’
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any perpetual subordinated convertible securities to be issued to China IC Fund, being additional to the China IC Fund Pre- emptive PSCS, with an aggregate principal amount (including China IC Fund Pre-emptive PSCS) amounting up to an aggregate of US$300,000,000;
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‘‘China IC Fund Pre- emptive PSCS’’
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any perpetual subordinated convertible securities to be issued to China IC Fund pursuant to any exercise of its pre-emptive right under the China IC Fund Purchase Agreement in connection with the Placed PSCS Subscription Agreement and the Datang PSCS Subscription Agreement as will result in China IC Fund’s percentage shareholding (on a fully converted basis) in the Company not being diluted by the issue of the Placed PSCS and the Datang Pre-emptive PSCS;
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‘‘China IC
Fund
Pre- emptive
Securities’’
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the China IC Fund Pre-emptive PSCS and the China IC Fund Pre-emptive Shares;
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‘‘China IC Fund Pre- emptive Shares’’
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any
Shares
to be
issued
to
China
IC
Fund
pursuant
to
any exercise
of
its
pre-emptive
right
under the China
IC
Fund Purchase Agreement
in
connection
with
the
Placing Agreement
and the
Datang Pre-emptive
Share
Subscription Agreement
as
will
result
in
China
IC
Fund’s percentage shareholding
in
the Company
not being
diluted
by the
issue
of
the
Placing Shares
and the
Datang Pre-emptive
Shares;
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‘‘China IC Fund Pre- emptive Share Subscription Agreement’’
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the share
subscription agreement
dated
23
April 2018
between
the
Company,
China
IC
Fund and
Xinxin
HK, the
details of
which
are
set
out
in
this
announcement;
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‘‘China IC Fund PSCS’’
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the China IC Fund Pre-emptive PSCS and the China IC Fund Further PSCS;
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‘‘China IC Fund PSCS Subscription Agreement’’
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the
perpetual subordinated convertible security subscription agreement
dated
23
April 2018
between
the
Company, China
IC
Fund and
Xinxin
HK, the
details
of
which are set out
in
this announcement;
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‘‘China IC Fund Subscription’’
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the subscription of the China IC Fund Subscription Securities by China IC Fund through Xinxin HK;
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‘‘China IC Fund
Subscription Securities’’
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the China IC Fund Pre-emptive Shares, the China IC Fund Pre- emptive PSCS and the China IC Fund Further PSCS;
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‘‘China IC Fund PSCS Subscription Closing Date’’
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the date
of
completion
of the
subscription
of
the China
IC
Fund
PSCS
as
Xinxin
HK
and the
Company
may agree
separately, not
being later than
31
December
2018;
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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 are
set
out
in
the
announcements published
on 12
February
2015, 8
June
2015 and 8 June 2016
by
the
Company;
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‘‘Closing
Price’’
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for
any
Trading
Day the price
published
in
the daily
quotation
sheet
published
by
the Stock
Exchange
or,
as
the case may
be,
the
equivalent quotation
sheet
of an
Alternative
Stock
Exchange
for such
day;
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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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-61-
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‘‘Conversion
Price’’
the
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price
at
which the
Placed
Conversion Shares, Datang Conversion Shares and/or
the
China
IC
Fund
Conversion Shares
will
be
issued
upon
conversion
of
the
Placed
PSCS,
the Datang
PSCS
and/or
the China
IC
Fund PSCS, which
will initially
be
HK$12.78
per
Placed
Conversion Share, Datang Conversion
Share
and/or
China
IC
Fund
Conversion Share, and
will
be
subject
to
adjustment
in the
manner provided
in
the
terms
and
conditions
of
the
Placed
PSCS, the
Datang
PSCS
and/or the
China
IC
Fund
PSCS;
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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 Conversion Shares’’
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Shares
to be
allotted
and
issued
by
the
Company upon conversion
of
the
Datang PSCS;
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‘‘Datang Further PSCS’’
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any
perpetual subordinated convertible securities
to be
issued to Datang,
being
additional
to the
Datang Pre-emptive
PSCS,
with
a
principal amount (including Datang Pre-emptive
PSCS)
of US$200,000,000;
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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
is
indicated
by
Datang
to
hold
the Datang Subscription
Securities;
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‘‘Datang Pre-emptive PSCS’’
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any
perpetual subordinated convertible securities
to be
issued to Datang pursuant
to
any
exercise
of
its
pre-emptive
right
under
the
Datang Purchase Agreement
in
connection
with
the
Placed
PSCS
Subscription Agreement
and the China
IC
Fund
PSCS Subscription Agreement
as
will
result
in
Datang’s percentage shareholding
(on a fully
converted basis)
in
the
Company not
being
diluted
by
the issue
of
the Placed PSCS and
the
China
IC
Fund
Pre-emptive
PSCS;
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‘‘Datang Pre-emptive Securities’’
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the Datang
Pre-emptive
PSCS and
the
Datang
Pre-emptive
Shares;
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‘‘Datang Pre-emptive Shares’’
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any
Shares
to be
issued
to
Datang
pursuant
to
any
exercise
of
its pre-emptive
right under the
Datang Purchase Agreement in connection
with the
Placing Agreement
and the China
IC
Fund Pre-emptive
Share
Subscription Agreement
as
will
result
in
Datang’s percentage shareholding
in
the
Company
not
being diluted
by
the issue
of
the
Placing Shares
and the China
IC
Fund Pre-emptive Shares;
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‘‘Datang Pre-emptive Share Subscription Agreement’’
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the share
subscription agreement
dated
23
April 2018
between
the
Company, Datang
and
Datang
HK, the
details
of
which
are
set out
in
this
announcement;
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‘‘Datang
PSCS’’
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the Datang Pre-emptive PSCS and the Datang Further PSCS;
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‘‘Datang PSCS Subscription Agreement’’
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the
perpetual subordinated convertible security subscription agreement
dated
23
April 2018
between
the
Company, Datang
and
Datang
HK, the
details
of
which are
set
out
in
this announcement;
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‘‘Datang PSCS Subscription Closing Date’’
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the date
of
completion
of the
subscription
of
the
Datang
PSCS
as Datang
HK
and
the
Company
may agree
separately,
not
being
later than
31
December
2018;
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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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‘‘Datang Subscription’’
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the
subscription
of
the
Datang Subscription Securities by Datang through
Datang
HK;
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‘‘Datang Subscription Securities’’
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the
Datang Pre-emptive Shares,
the
Datang Pre-emptive PSCS
and the
Datang Further
PSCS;
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‘‘Director(s)’’
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director(s)
of
the
Company;
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‘‘EGM’’
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the
extraordinary general meeting
of
the
Company proposed to
be
held
to
approve,
among other
things,
(i) the
Datang Pre- emptive
Share
Subscription Agreement
and
the
allotment and
issue
of the
Datang
Pre-emptive
Shares, (ii) the Datang PSCS
Subscription Agreement,
the issue
of
the
Datang
PSCS, and
the allotment
and issue
of
the
Datang Conversion Shares,
(iii)
the
China
IC
Fund
Pre-emptive
Share
Subscription Agreement and
the
allotment
and issue
of
the China
IC
Fund
Pre-emptive Shares,
and (iv) the China
IC
Fund PSCS
Subscription Agreement,
the
issue
of
the China
IC
Fund PSCS, and
the allotment
and
issue
of
the
China
IC
Fund
Conversion
Shares;
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‘‘Fixed Exchange Rate’’
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the fixed rate of HK$7.8034 = US$1.00;
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‘‘General Mandate’’
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a general and unconditional mandate granted to the Directors by passing a resolution of the Shareholders at the annual general meeting of the Company held on 23 June 2017 to exercise the power of the Company to allot and issue up to 20% of the issued share capital of the Company as at the date of passing such resolution;
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‘‘Group’’
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the
Company
and its
subsidiaries;
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‘‘HK$’’
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Hong Kong
Dollars,
the
lawful currency
of
Hong
Kong;
‘‘Hong
Kong’’
Hong Kong
Special Administrative Region
of
the
PRC;
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‘‘Independent Board Committee’’
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an
independent committee
of
the Board that
consists
of
all
independent non-executive
Directors;
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‘‘Independent Financial Adviser’’ or ‘‘Messis Capital’’
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Messis Capital Limited, a licensed corporation to carry out type
1
(dealing
in
securities)
and type
6
(advising
on
corporate finance) regulated activities
under
the
Securities
and
Futures Ordinance
(Cap. 571), being the
independent financial adviser to
the
Independent
Board
Committee
and the
Independent Shareholders
in
respect
of
the
Datang Subscription
and
the
China
IC
Fund
Subscription;
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‘‘Independent Investment Bank’’
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an independent investment bank of international repute (acting as an expert) selected and appointed by the Company and notified in writing to the trustee;
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‘‘Joint
Managers’’
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Barclays
Bank PLC,
Deutsche
Bank AG, Hong Kong
Branch
and J.P.
Morgan Securities
Plc;
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‘‘Joint Placing Agents’’
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collectively, J.P. Morgan Securities Plc and Deutsche Bank AG, Hong Kong Branch;
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‘‘Independent Shareholders’’
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in relation to the Datang Subscription, Shareholders other than Datang, Datang HK and their associates, and in relation to the China IC Fund Subscription, Shareholders other than China IC Fund, Xinxin HK and their associates;
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‘‘Last
Trading
Day’’ 20
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April 2018, being the last full
Trading
Day
immediately
before
the
entering
into
of
the
Datang Pre-emptive Share Subscription Agreement,
the
Datang
PSCS
Subscription Agreement,
the China
IC
Fund
Pre-emptive
Share
Subscription Agreement
and the
China
IC
Fund
PSCS
Subscription Agreement;
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‘‘Listing
Committee’’
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the
listing sub-committee
of
the board
of
the Stock
Exchange;
‘‘Listing
Rules’’ the
Rules
Governing
the
Listing
of
Securities
on The
Stock
Exchange of Hong Kong Limited;
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-64-
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‘‘Material Adverse Effect’’
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a
material adverse effect
upon the
financial
or
trading condition
or
the
earnings,
net
assets, business affairs
or
business prospects (whether
or
not
arising
in
the
ordinary course
of
business)
or
properties
of
the
Company
or of
the Group
(taken
as
a
whole) or
would
adversely affect
the
ability
of
the
Company
to
perform its obligations
under the
respective agreement
or
which
is
material
in
the
context
of the
issue
of the
Datang Pre-emptive Shares, Datang
PSCS, China
IC
Fund
Pre-emptive Shares
or
China
IC
Fund PSCS (as the
case
maybe);
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‘‘Placed Conversion Shares’’
|
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Shares
to be
allotted
and
issued
by
the
Company upon conversion
of
the
Placed PSCS;
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‘‘Placed
PSCS’’
|
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the
perpetual subordinated convertible securities
of
an
aggregate principal amount
of
US$65
million
issued
by
the
Company under
the Placed PSCS
Subscription
Agreement;
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‘‘Placed PSCS Subscription Agreement’’
|
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the subscription agreement dated 29 November 2017 between the Company and the Joint Managers relating to the issue of the Placed PSCS;
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‘‘Placees’’
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any
professional institutional
and other
investor
whom
had purchase
any
of
the
Placing
Shares
under
the
Placing
Agreement;
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‘‘Placing’’
|
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the
placing
of
the
Placing Shares pursuant
to
the
Placing Agreement;
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‘‘Placing
Agreement’’
|
|
the
placing agreement
dated
29
November
2017
between the Company
and the Joint
Placing Agents;
|
|
|
|
|
|
|
|
‘‘Placing
Price’’
|
|
HK$10.65
per
Placing
Share;
|
|
|
|
|
|
|
|
‘‘Placing
Shares’’
|
|
241,418,625
new
Shares
to
be
placed
under
the
Placing;
|
|
|
|
|
|
|
|
‘‘PRC’’
|
|
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);
|
|
|
|
|
|
|
|
‘‘Relevant Stock Exchange’’
|
|
at any time, in respect of the Shares, the Stock Exchange or the Alternative Stock Exchange;
|
-65-
|
|
|
|
|
|
|
|
|
|
|
|
‘‘Restricted Share Units’’
|
|
an unsecured promise of the Company to pay eligible individuals a specific number of Shares or American depositary share(s) of the Company, each of which represents 50 Shares, as applicable, on a specified date pursuant to the 2014 Equity Incentive Plan, subject to all applicable laws, rules, regulations and the applicable vesting, transfer or forfeiture restrictions as set out in the 2014 Equity Incentive Plan and the applicable award document;
|
|
|
|
|
|
|
|
‘‘Securities
Act’’
|
|
the
U.S.
Securities
Act
of
1933,
as
amended;
|
|
|
|
|
|
|
|
‘‘SFC’’
|
|
the
Securities
and
Futures Commission
of
Hong
Kong;
‘‘Share(s)’’
share(s)
of
US$0.004
each
in
the
issued
share
capital
of
the Company;
|
|
|
|
|
|
|
|
Company;
|
|
|
|
|
‘‘Shareholder(s)’’
|
|
the
holder(s)
of
the
Shares;
|
|
|
|
|
|
|
|
‘‘Singapore Exchange’’
|
|
Singapore Exchange Securities Trading Limited;
|
|
|
|
|
|
|
|
‘‘Stock
Exchange’’
|
|
The Stock
Exchange
of
Hong Kong
Limited;
|
|
|
|
|
|
|
|
‘‘
substantial shareholder(s)’’
|
|
has the meaning ascribed to it under the Listing Rules;
|
|
|
|
|
|
|
|
‘‘Trading
Day’’
|
|
a
day
on
which the
Relevant
Stock
Exchange
is
open for
business
and on
which
Shares
or
other
securities
may be
dealt
in
(other
than
a
day
on
which the
Relevant
Stock
Exchange
is
scheduled
to
or
does
close
prior
to
its
regular
weekday
closing
time);
|
|
|
|
|
|
|
|
‘‘US’’ or ‘‘United States’’
|
|
the United States of America;
|
|
|
|
|
|
|
|
‘‘US$’’, ‘‘USD’’ or ‘‘US Dollars’’
|
|
United States dollars, the lawful currency of the United States;
|
|
|
|
|
|
|
|
‘‘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
China
IC
Fund
Subscription Securities;
and
|
|
|
|
|
|
|
|
‘‘%’’
|
|
per
cent.
|
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, PRC,
23
April
2018
-66-
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 and Joint Company Secretary)
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 only
-67-