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
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.
|
|
Semiconductor Manufacturing International Corporation
|
|
|
|
|
|
Date: May 3, 2018
|
By:
|
/s/ Dr. Gao Yonggang
|
|
|
|
Name:
|
Dr. Gao Yonggang
|
|
|
|
Title:
|
Executive Director, Chief Financial Officer and Joint Company Secretary
|
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
ENTERING INTO PARTNERSHIP AGREEMENT
FOR
THE
ESTABLISHMENT
OF
IPV
CAPITAL
GLOBAL TECHNOLOGY FUND
|
|
|
PARTNERSHIP AGREEMENT
The
Company announced
that
on
2 May 2018, IPV
Global
as the
General Partner and
China
IC
Fund, China
IC
Capital
and L&L
Capital
as
the
Limited Partners entered
into the
Partnership Agreement
in
relation
to
the
establishment
and
management of
the Fund. The Fund will
be
established
in
the PRC
as
a
limited partnership
for
the purpose
of
equity investments, investment management
and other
activities,
in
order
to maximize
the
profit
of
all
Partners. Pursuant
to the
Partnership Agreement,
the
total capital commitment
to the
Fund
is
RMB1,616,160,000,
of
which
RMB16.16 million
is
to be
contributed
by
IPV
Global, RMB800 million
is
to
be
contributed
by
China
IC
Fund,
RMB165 million
is
to
be
contributed
by
China
IC
Capital
and
RMB635 million
is to be
contributed
by
L&L
Capital.
The Fund will
be
managed
by
Infotech Venture Investment.
IMPLICATIONS UNDER THE LISTING RULES
As
China
IC
Fund
holds
approximately
15.01%
equity interest
in
the
Company through
its
wholly-owned subsidiary, Xinxin (Hongkong) Capital
Co.,
Limited,
it is
a
connected person
of
the
Company
at
the
issuer
level under the
Listing
Rules. China
IC Capital
is an
indirect wholly-owned subsidiary
of
the
Company. Accordingly, the entering
into
of
the
Partnership Agreement
and
the
transactions contemplated thereunder constitute connected transactions
of
the
Company
under
Chapter
14A
of
the
Listing
Rules.
|
3
|
|
|
|
|
As
the
highest applicable percentage
ratios
stipulated
under Rule 14.07
of
the
Listing
Rules
in
respect
of
the
transactions contemplated
under
the
Partnership Agreement exceed
0.1% but are
less
than
5%,
the
transactions contemplated
under
the Partnership Agreemen
t constitute connected transaction
of
the
Company
and
are
subject
to
the
reporting
and
announcement requirements
under
the
Listing Rules, but
are
exempt
from the
circular
and the
independent Shareholders’ approval requirements
of
Chapter
14A
of
the
Listing
Rules.
|
INTRODUCTION
The
Company announced
that
on
2 May 2018,
IPV
Global
as
the
General Partner and
China
IC
Fund, China
IC
Capital
and L&L
Capital
as
the
Limited Partners entered into
the
Partnership Agreement
in
relation
to the
establishment
and
management
of
the
Fund.
The Fund will
be
established
in
the
PRC as
a
limited partnership
for
the
purpose
of
equity
investments, investment management
and other
activities,
in
order
to
maximize
the
profit
of
all
Partners. Pursuant
to
the
Partnership Agreement,
the total
capital commitment
to the
Fund
is
RMB1,616,160,000,
of
which
RMB16.16 million
is to be
contributed
by
IPV
Global, RMB800 million
is to be
contributed
by
China
IC
Fund, RMB165 million
is to be
contributed
by
China
IC
Capital
and
RMB635 million
is to
be contributed
by
L&L
Capital.
The
Fund
will
be
managed
by
Infotech
Venture
Investment.
PARTNERSHIP AGREEMENT
The principal terms of the Partnership Agreement are set out below:
Date
2 May 2018
Parties
|
1.
|
IPV
Global
as
a
General
Partner;
|
|
2.
|
China
IC
Fund
(a
connected person
at
the issuer
level
of
the
Company)
as
a
Limited Partner;
|
|
3.
|
China
IC
Capital
(an
indirect wholly
owned
subsidiary
of
the
Company)
as
a
Limited Partner;
and
|
|
4.
|
L&L
Capital
as
a
Limited
Partner.
|
To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiry, save as disclosed above, all the parties to the Partnership Agreement and their respective ultimate beneficial owners are third parties independent of the Company and the connected persons of the Company.
4
Purpose of the Fund
The
purpose
of
the fund
is to
carry out
equity investments, investment management and
other
activities within
the
business
scope
of
the Fund,
in
order
to
maximize
the profit
of
all
Partners.
Capital Commitment
The total
capital commitment
to
the
Fund
is
RMB1,616,160,000,
which will
be contributed
by
IPV
Global,
China
IC
Fund, China
IC
Capital
and L&L
Capital
as
follows:
|
|
Capital Commitment
(RMB)
|
|
Percentage of Capital
Commitment
|
|
Status
|
|
IPV Global
|
16.16 million
|
|
1.00%
|
|
General Partner
|
|
China IC Fund
|
800
million
|
|
49.50%
|
|
Limited Partner
|
|
China IC Capital
|
165
million
|
|
10.21%
|
|
Limited Partner
|
|
L&L Capital
|
635
million
|
|
39.29%
|
|
Limited Partner
|
|
Total
|
1,616.16
million
|
|
100%
|
|
|
The
respective capital commitment
to
the Fund
as
set out above were
determined after
arm’s
length negotiations
among
the
parties
to
the
Partnership Agreement
with
reference
to
the
capital requirements
of
the Fund. The Group
intends
to
fund its
capital commitment
to
the Fund from its
internal resources.
All
capital commitments
will
be
paid
in
cash.
Payment of Capital Commitment
Each Partner shall contribute pursuant to the installment notice issued by the General Partner by paying the amount stipulated in such installment notice to the designated account of the Fund. Such installment notice should stipulate clearly the contribution date and the contribution amount. The General Partner shall issue such installment notice to the Partners at least 10 business days before the contribution date stated on the installment notice. The ratio of contribution amount to the capital commitment for the General Partner shall be the same as that for the Limited Partners. The General Partner shall explain the expected usage of the capital contribution under the installment notice and the expected expenditure for each usage. Such explanation is not legally binding to the Fund or to the General Partner.
Term of the Fund
The term of the Fund will be seven years from the first contribution date stated on the first installment notice issued by the General Partner.
The term
of
the Fund may
be
extended
twice,
by one
year each time, upon such
proposal
being made
by
the
General Partner
and being
approved
by
the
consultation committee of
the
Limited
Partners.
5
Investment Target of the Fund
The
Fund
will
focus
on
investing
in
companies within
the
semiconductor and semiconductor related industries
which
satisfy certain parameters
and are able
to demonstrate
a
continuous growth
in
terms
of
sales
and
business operation
in
the
PRC.
The Fund
is
only
permitted
to
invest
its idle
capital
by
way
of
deposit
in
banks
or purchase
of
low risk and high
liquidity investment products. Certain investments
are
not allowed without
the
approval
of
the
consultation committee
of
the
Limited Partners. The
Fund
is
not
allowed
to
engage
in
investment
which will incur
unlimited liability,
is
not allowed
to
engage
in
donation
or
sponsor activities
and
is
not
allowed
to
engage
in
illegal investments.
Partners’ Meeting
The
Partners’ meeting
is
composed
of
all
Partners.
The
weight
of
the vote
of
each
Partner
is
pro
rata
to
its
capital
commitment
to
the
Fund.
Management of the Fund and Management Fees
The
investment decision committee
of
the Fund (the ‘‘Investment
Decision
Committee’’),
comprising
of
five
members elected
by
the
General Partner,
is
responsible
for
approving matters relating
to
investment, change
of
investment
and exit
of
investment
of
the
Fund. Infotech Venture Investment
is
appointed
by
the
Partners
as
the
manager
of the
Fund
(the
‘‘Manager’’),
responsible
for
establishing
a
management
team (the ‘‘Management
Team’’)
for
matters relating
to
investment,
post
investment management
and exit
of
investment.
The
Management
Team
is
responsible
for
supporting
the
Investment Decision Committee
to
carry
out
its
functions prescribed
under
the
Partnership Agreement.
In
consideration
of
the
provision
of
services
by
the
Manager
to
the
Fund, the Fund
will
pay
to
the
Manager
an
annual management
fee. The
management
fee will
be
shared between
all
Partners
in
proportion
to
their
capital
commitment.
Restrictive Covenants Provided by Key Persons
Certain members
of the
Management
Team, who are also
members
of the
Investment Decision Committee,
are
regarded
as
key
persons,
and are
subject
to
specified restrictive covenants relating
to
their
performance
at
the Fund and
involvement
at
other
funds during
the
Investment Period
of
the
Fund.
Profit Distribution
When each
investment project
is
successfully exited, subject
to
the terms
of
the Partnership Agreement
or
otherwise agreed
by the
consultation committee
of
the
Limited Partners,
the
investment return
shall
be
distributed within
60
days. The
General Partner
is
entitled
to
retain
a
reasonable amount
as
capital reserve
for
the
purpose
of
the expenditure
of
the
Fund.
6
The
investment return
will
be
first
be
applied
to
repay the
capital contributions
made
by
each
of
the
Partners
and all the
subsequent investment return
will then
be
distributed as profit
to
the
Partners
pursuant
to
the
terms
of
the
Partnership
Agreement.
Responsibility for Losses
The
losses
of
the
Fund shall
be
borne
by
all
Partners
in
proportion
to
their
respective capital commitment.
The
liability
of
the
Limited Partners
will
be
limited
to
their respective capital
commitments.
Transfer of Interest of the Fund
The
Limited Partners
are not
permitted
to
transfer
their
interest
in
the Fund
unless authorized
to do so by
the
General Partner.
The
General Partner
shall not
refuse the transfer application without legitimate reason.
Any
transfer
of
interest
shall
be in
accordance
with
the
Partnership Agreement
and
subject
to
certain
notification
and
undertaking
requirements,
as
well
as
pre-emptive
rights
of
the
General
Partner.
The General Partner is not permitted to transfer its interest in the Fund unless authorised to do so by the Limited Partners with more than 70% of equity interest in the Fund or unless the transferee is the related party of the General Partner set up in Shenzhen.
Dissolution of the Fund
The Fund will
be
dissolved
upon the
occurrence
of
specified events, including
but
not limited
to
(i) the
expiry
of the
term
of
the Fund and all
Partners deciding
that the
Fund
will not
continue
to
operate;
(ii) the
General Partner together
with
Limited Partners representing
more than two third
of
the
capital commitment deciding
to
dissolve the
Fund;
and
(iii)
the
purpose
of
the
Fund
can
no
longer
be
fulfilled.
REASONS FOR AND BENEFITS OF THE PARTNERSHIP AGREEMENT
The
Partnership
will
invest
in
selected companies operating
in
the
semiconductor and semiconductor-related industries.
Such
investments
are
intended
to
help
accelerate the development
of
the
integrated circuit industry eco-system
in
the PRC and
to
excavate the potential opportunities
for the
exploitation
and
integration
of
resources
in the
industry.
As
a
result,
the
Company’s customers
and
partners
will
benefit
from such
development,
while the
Company
may also enjoy the
financial benefits
from such
investments. Therefore,
there are
advantageous reasons
from both
strategic
and
financial perspectives
for
China
IC
Capital
to
enter into the
Partnership Agreement
for
the
establishment
of
the Fund.
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 China
IC
Capital
to
enter into the
Partnership Agreement
and the
transactions contemplated thereunder; the
terms
of
the
Partnership Agreement
are fair and
reasonable;
and the
entering
into
of
the Partnership Agreement
and
transactions contemplated thereunder
are
on
normal commercial
terms
or
7
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
Partnership
Agreement
which
would have
required
the
Director
to
abstain
from
voting
at
the board
meeting authorising
the
Partnership
Agreement.
IMPLICATIONS UNDER THE LISTING RULES
As
China
IC
Fund holds
approximately 15.01% equity interest
in
the
Company through
its
wholly-owned subsidiary, Xinxin (Hongkong) Capital
Co.,
Limited,
it is a
connected person
of
the
Company
at
the
issuer
level under the
Listing Rules.
China
IC
Capital
is an
indirect wholly-owned subsidiary
of
the
Company. Accordingly,
the
entering
into
of
the Partnership Agreement
and
the
transactions contemplated thereunder constitute connected transactions
of
the
Company
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
transactions contemplated
under the
Partnership Agreement exceed
0.1% but are less than 5%, the
transactions contemplated
under the
Partnership Agreement constitute connected transaction
of
the
Company
and are
subject
to
the reporting
and
announcement requirements
under the
Listing Rules,
but
are
exempt from
the
circular
and the
independent Shareholders’ approval requirements
of
Chapter
14A
of
the
Listing
Rules.
INFORMATION
ABOUT THE
PARTIES
IPV Global
IPV
Global
is
the
overseas merger
and
acquisition
fund
of
Infotech Venture Investment,
with over US$3
billion assets
under its
management
since
its
inception
in
2001.
IPV
Global
has made use
of its
leading position
in
the
technology investment
field
of
the
PRC,
as
well
as
its
experience, expertise, professional
team and
resources
to
successfully
help
building
a
number
of
industry
leaders
across
the
technology
industry.
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.
8
The
Company
and China
IC
Capital
The
Company
is
one
of
the
leading foundries
in
the
world,
is
PRC’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,
RRC, 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.
China
IC
Capital, founded
in
February,
2014,
is
the
investment
fund
company established
under the laws
of
the PRC and a
wholly-owned subsidiary of Semiconductor Manufacturing International (Shanghai) Corporation.
It is
operating as
a parent fund and
is
managed
by
China
Fortune-Tech Capital
Co.,
Ltd..
L&L Capital
Cooperating with Zhejiang Construction Brand Promotion Association of the Zhejiang province, L&L Capital Investment* ( 聯 力 資 本 ) took the initiative and established L&L Capital. L&L Capital was initiated and established under the grand strategic plan of ‘‘Made in Zhejiang’’, which is an important step for the transformation and upgrade of manufacturing industries in Zhejiang, as well as for the promotion of industrial brands. The investment targets of L&L Capital are the equity interests of domestic and foreign manufacturers, especially those within the high-end electronic equipment industry.
INFORMATION
ABOUT
INFOTECH VENTURE
INVESTMENT
Infotech Venture Investment undertakes
RMB
investments
and
government programs commissioned
by
the
National Development
and
Reform Commission
and the
Ministry
of
Finance,
it
also
has
rich
investment
experience
in
semiconductor-related
areas.
DEFINITIONS
|
‘‘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 an indirect wholly owned subsidiary of the Company and a Limited Partner of the Fund;
|
|
|
|
|
‘‘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 and a Limited Partner of the Fund;
|
|
|
|
9
|
‘‘Company’’
|
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 American depositary shares of which are listed on the New York Stock Exchange, Inc;
|
|
|
|
|
‘‘Director(s)’’
|
the director(s) of the Company;
|
|
|
|
|
‘‘Fund’’
|
IPV Capital Global Technology Fund* (
盈富泰克（深圳）環球技術股權投資基金合伙企業（有限合伙
)), a limited partnership established under the laws of the PRC by the Partnership Agreement;
|
|
|
|
|
‘‘General Partner(s)’’
|
partner(s) with unlimited liability in relation to the debts of the Fund, referring to IPV Global at the establishment of the Fund and any other entity as prescribed by the Partnership Agreement upon the withdrawal of IPV Global;
|
|
|
|
|
‘‘Group’’
|
the Company and its subsidiaries;
|
|
|
|
|
‘‘Infotech Venture Investment’’
|
Infotech Venture Investment Company Ltd.* (
盈富泰克創業投資有限公司
), a company established under the laws of the PRC and was appointed as the Manager of the Fund;
|
|
|
|
|
‘‘Investment Period’’
|
the investment period of the Fund, being the first four years from the first contribution date stated on the first installment notice issued by the General Partner;
|
|
|
|
|
‘‘IPV Global’’
|
IPV Global Technology Management Limited* (
上海堯芯商務信息諮詢有限公司
), a limited liability company established under the laws of the PRC and the General Partner of the Fund;
|
|
|
|
|
‘‘L&L Capital’’
|
Investment fund(s) established and managed by L&L Capital Investment, under the laws of the PRC and a Limited Partner of the Fund;
|
|
|
|
|
‘‘Limited Partner(s)’’
|
partner(s) with liability limited to its capital commitment in relation to debts of the Fund;
|
|
|
|
|
‘‘Listing Rules’’
|
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;
|
|
|
|
|
‘‘Partner(s)’’
|
General Partner(s) and the Limited Partner(s);
|
|
|
|
|
‘‘Partnership Agreement’’
|
the agreement entered into among IPV Global, China IC Capital, China IC Fund and L&L Capital on 2 May 2018 in relation to the establishment and management of the Fund;
|
10
|
|
|
|
‘‘PRC’’
|
the People’s Republic of China, but for the purpose of this announcement only, excludes Hong Kong, Macau and Taiwan;
|
|
|
|
|
‘‘RMB’’
|
Renminbi, the lawful currency of the PRC;
|
|
|
|
|
‘‘Shareholders’’
|
the shareholders of the Company; and
|
|
|
|
|
‘‘Stock Exchange’’
|
the Stock Exchange of Hong Kong Limited.
|
11
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,
3
May
2018
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
12