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.
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Semiconductor Manufacturing International Corporation
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|
|
|
Date: May 23, 2018
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By:
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/s/ Dr. Gao Yonggang
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Name:
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Dr. Gao Yonggang
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Title:
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Executive Director, Chief Financial Officer and Joint Company Secretary
|
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)
|
(1)
|
GRANT OF SHARE OPTIONS AND
|
|
(2)
|
NON-EXEMPT CONNECTED TRANSACTIONS — PROPOSED GRANT OF RESTRICTED SHARE UNITS TO DIRECTORS
|
GRANT OF SHARE OPTIONS AND PROPOSED GRANT OF RESTRICTED SHARE UNITS
The Board
announces
that
on 23
May 2018, the
Company conditionally granted an aggregate
of
337,500
share
options
under its 2014 Stock
Option
Plan
to
subscribe for Ordinary Shares, subject
to
acceptance
of the
grantees
and
compliance
with
applicable
laws and
regulations.
Among the share
options granted, 125,000
share
options were granted
to
Dr. Chen,
125,000
share
options
were
granted
to
Mr. Tan, and
87,500 share options
were
granted
to
Mr.
Brown.
If
any grant
of
the share
options
as
detailed below
has not been
accepted
by
Dr. Chen, Mr. Tan and Mr. Brown
or is
not
otherwise
in
compliance
with
any
applicable
laws
and
regulations,
such grant
in
respect
of
the relevant grantee
would not
proceed
or
become effective
for legal and
regulatory purposes.
|
*
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For
identification purposes
only
|
3
The Board
announces
that the
Company
proposes
to
grant
337,500 Restricted Share
Units under the 2014
Equity Incentive
Plan,
subject
to the
Independent Shareholders’approval
at
the EGM. Among the
337,500 Restricted
Share Units
to
be
granted, 125,000 Restricted
Share Units will
be
granted
to
Dr. Chen,
125,000 Restricted
Share Units will
be
granted
to
Mr. Tan and
87,500 Restricted
Share
Units
will
be
granted
to
Mr.
Brown.
Each
of
the
Restricted
Share Units
to be
granted
to
Dr.
Chen, Mr. Tan and Mr. Brown
represents
the right
to
receive
an
Ordinary
Share
on
the
date
it
vests.
It is
intended
that
62,500, 62,500,
and
25,000 Restricted
Share Units
to be
granted
to
Dr. Chen, Mr. Tan and Mr. Brown
respectively
will vest
immediately upon
their
grant.
It is
intended
that
62,500, 62,500,
and
62,500 Restricted
Share Units
to
be
granted
to
Dr.
Chen,
Mr.
Tan
and
Mr.
Brown
respectively
will
vest
on
1
January
2019.
IMPLICATIONS UNDER THE LISTING RULES
Dr. Chen
is
a
Non-executive Director
of
the
Company,
Mr. Tan
an
Independent Non- executive Director
and Mr. Brown
is an
Independent Non-executive Director
of
the Company.
As
such, each
of
Dr. Chen, Mr. Tan and Mr. Brown
is
a
connected person
of
the
Company.
The
conditional
grant
of the
share
options
to
Dr. Chen, Mr. Tan
and
Mr. Brown was
approved
by
the
independent non-executive Directors
on
7
February
2018
in
accordance
with Rule
17.04(1)
of
the
Listing
Rules and the
announcement
of
the grant
of
the share
options
is
made
pursuant
to
Rule
17.06A
of
the
Listing Rules. Furthermore,
the
proposed
grant
of
337,500 Restricted
Share
Units
and
any transactions contemplated thereunder (including
the
allotment
and issue
of
any
new Ordinary Shares thereunder) constitutes non-exempt connected transactions
of
the Company
under
Chapter
14A
of
the
Listing
Rules
and
are thus
subject
to
reporting, announcement
and
the
Independent
Shareholders’approval
requirements.
4
GRANT OF SHARE OPTIONS TO DIRECTORS
The Board
announces
that
on 23
May 2018, the
Company conditionally granted an aggregate
of
337,500
share
options
under the 2014 Stock
Option
Plan
to
subscribe for Ordinary Shares, subject
to
acceptance
of
the
grantees
and
compliance
with
applicable
laws and
regulations.
Among the
337,500
share
options granted, 125,000
share
options
were
granted
to
Dr. Chen,
125,000
share
options
were
granted
to
Mr. Tan and
87,500
share
options
were
granted
to
Mr.
Brown.
If
any grant
of
the share
options
as
detailed
below has
not
been
accepted
by
Dr. Chen,
Mr.
Tan
or
Mr. Brown
or is
not
otherwise
in
compliance
with any
applicable
laws and
regulations,
such grant
in
respect
of
the
relevant grantee
would not
proceed
or be
effective
for legal and
regulatory purposes. Details
of
the share
options granted
are
as
follows:
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Date of grant:
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23 May 2018
|
Exercise price of the share options:
|
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HK$10.512 per Share
(being the higher of (a) the closing market price of the Shares on the Stock Exchange as stated in the daily quotation sheet of the Stock Exchange (the ‘‘Closing Price’’) on 23 May 2018, being HK$10.200 and (b) the average Closing Price for the period from 15 May 2018 to 21 May 2018 (both days inclusive), being HK$10.512)
|
Number of share options granted:
|
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337,500 share options, of which
(i) 125,000 share options were granted to Dr. Chen;
(ii) 125,000 share options were granted to Mr. Tan; and
(iii) 87,500 share options were granted to Mr. Brown.
|
Closing price of the Shares on the date of grant:
|
|
HK$10.200 per Share
|
Validity period of the share options:
|
|
The share options are valid for a period of 10 years commencing on 23 May 2018, subject to earlier termination as provided under the 2014 Stock Option Scheme and applicable award documents.
|
PROPOSED GRANT OF RESTRICTED SHARE UNITS TO DIRECTORS
The Board announces that at meeting of the Board held on 7 February 2018, the Board resolved to grant 337,500 Restricted Share Units (the ‘‘Proposed RSU Grants’’) under the 2014 Equity Incentive Plan, subject to the Independent Shareholders’approval at the EGM. Among the 337,500 Restricted Share Units, (i) 62,500 Restricted Share Units, 62,500 Restricted Share Units and 25,000 Restricted Share Units will be granted to Dr. Chen, Mr. Tan and Mr. Brown, respectively, and it is intended that such Restricted Share Units will vest immediately upon their grant, and (ii) 62,500 Restricted Share Units, 62,500 Restricted Share Units and 62,500 Restricted Share Units will be granted to Dr. Chen, Mr. Tan and Mr. Brown, respectively, and it is intended that such Restricted Share Units will vest on 1 January 2019. Each of the Restricted Share Units to be granted to Dr. Chen, Mr. Tan and Mr. Brown represents the right to receive an Ordinary Share on the date it vests.
5
In accordance with the terms of the 2014 Equity Incentive Plan,
the
Proposed
RSU Grants will be made for no consideration, other than the minimum payment required by
the applicable law in the Cayman Islands (which is the par val
ue of the Ordinary Shares
to be issued pursuant thereto).
As at the date of this announcement, Dr. Chen is interested in 477,187 share options granted to him by the Company pursuant to the 2004 Stock Option Plan and the 2014 Stock Option Plan and is interested in 162,656 Restricted Share Units granted to him by the Company pursuant to the 2014 Equity Incentive Plan, representing in aggregate approximately 0.0130% of the total issued share capital of the Company. Mr. Tan holds 177,939 Ordinary Shares and is interested in 591,426 share options granted to him by the Company pursuant to the 2004 Stock Option Plan and the 2014 Stock Option Plan, representing in aggregate approximately 0.0156% of the total issued share capital of the Company. As at the date of this announcement, Mr. Brown does not hold any Ordinary Shares or is not interested in any share options of the Company or any Restricted Share Units.
Subject to the grant of the share options becoming effective and the Independent Shareholders’ approval of the Proposed RSU Grants at the EGM and assuming that no further Shares will be issued or repurchased by the Company prior to the date of the EGM, the maximum number of Ordinary Shares that may be issued to Dr. Chen, Mr. Tan and Mr. Brown in accordance with and subject to the terms of the 2014 Stock Option Plan and the 2014 Equity Incentive Plan would be 250,000, 250,000 and 175,000 respectively, representing approximately 0.0051%, 0.0051% and 0.0035% respectively of the total issued share capital of the Company as at the date of this announcement and 0.0051%, 0.0051% and 0.0035% respectively of the enlarged total issued share capital of the Company. The total interests of Dr. Chen, Mr. Tan and Mr. Tudor in the underlying shares of the Company under the 2004 Stock Option Plan, 2014 Stock Option Plan and the 2014 Equity Incentive Plan would represent approximately 0.0180%, 0.0207% and 0.0035%, respectively of the total issued share capital of the Company as at the date of this announcement and 0.0180%, 0.0207% and 0.0035% of the enlarged total issued share capital of the Company.
Based on the closing price of HK$10.200 per Share as quoted on the Stock Exchange on 23 May 2018, the market value of the Restricted Share Units under the Proposed RSU Grants amounts to approximately HK$3,442,500.
REASONS FOR AND BENEFITS OF THE PROPOSED RSU GRANTS
The Proposed RSU Grants are part of the Company’s remuneration system, the purpose of which is to closely align the interests and benefits of and risk sharing among the Shareholders, the Company and the employees in order to maximise the motivation of the Directors.
The Proposed RSU Grants aim to provide sufficient incentives to attract, retain and motivate Dr. Chen, Mr. Tan and Mr. Brown to participate in the continuing operation and long-term development of the Company and to recognise Dr. Chen, Mr. Tan and Mr. Brown’s contributions to the growth of the Company.
Furthermore, there will not be substantial cash outflow by the Company under the Proposed RSU Grants. In this regard, the Directors (excluding the independent non- executive Directors and subject to advice from the Independent Financial Adviser) consider that the terms of the Proposed RSU Grants are fair and reasonable and in the interests of the Company and the Shareholders as a whole.
6
SPECIFIC MANDATE TO ISSUE NEW ORDINARY SHARES
The new Ordinary Shares to be issued under the Proposed RSU Grants will be issued under the specific mandate granted to the Directors by the Shareholders at the annual general meeting of the Company held on 13 June 2013 for the issue of Shares under the 2014 Equity Incentive Plan. The Listing Committee of the Stock Exchange has previously granted its approval for the listing of, and permission to deal in, Ordinary Shares to be issued under the 2014 Equity Incentive Plan, subject to the fulfilment of all other conditions of the 2014 Equity Incentive Plan. In the context of the grant of Restricted Share Units and issue of Ordinary Shares pursuant thereto under the 2014 Equity Incentive Plan to a director as a connected person, the requirements under Chapter 14A of the Listing Rules would be required to be satisfied, including the obtaining of the approval of the Independent Shareholders. The total number of such new Ordinary Shares which may be issued under the 2014 Equity Incentive Plan will not exceed 80,184,428.
LISTING RULES IMPLICATIONS
Dr. Chen is a Non-executive Director of the Company and each of Mr. Tan and Mr. Brown is an Independent Non-executive Director of the Company. As such, each of Dr. Chen, Mr. Tan and Mr. Brown is a connected person of the Company. The conditional grant of the share options to Dr. Chen, Mr. Tan and Mr. Brown was approved by the independent non-executive Directors (excluding Mr. Tan and Mr. Brown who are the grantees of the share options) on 7 February 2018 in accordance with Rule 17.04(1) of the Listing Rules and the announcement of the grant of the share options is made pursuant to Rule 17.06A of the Listing Rules.
Furthermore, the proposed grant of 337,500 Restricted Share Units and any transactions contemplated thereunder (including the allotment and issue of any new Ordinary Shares thereunder) constitutes non-exempt connected transactions of the Company under Chapter 14A of the Listing Rules and are thus subject to reporting, announcement and the Independent Shareholders’ approval requirements. The Company has established the Independent Board Committee to advise the Independent Shareholders in respect of the Proposed RSU Grants and any transactions contemplated thereunder. An Independent Financial Adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in respect of the Proposed RSU Grants and any transactions contemplated thereunder.
GENERAL
An ordinary resolution will be proposed at the EGM to approve the Proposed RSU Grants and any transactions contemplated thereunder (including the allotment and issue of any new Ordinary Shares thereunder). A circular containing, among other things, details of the Proposed RSU Grants, a letter from the Independent Board Committee and a letter from the Independent Financial Adviser together with the notice convening the EGM will be dispatched to the Shareholders at a later date as more time is required to ascertain the relevant information therein.
INFORMATION ABOUT THE COMPANY
Semiconductor Manufacturing International Corporation (‘‘SMIC’’; NYSE: SMI; SEHK: 981), 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. SMIC provides integrated circuit (IC) foundry and technology services on process nodes from 0.35 micron to 28 nanometer. Headquartered in Shanghai, China, SMIC has an international manufacturing and
7
service base. In China, SMIC 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
30
0mm bumping facility in Jiangyin; additionally, in Italy SMIC has a majority-owned 200mm fab. SMIC also has marketing and customer service offices in the U.S., Europe, Japan, and Taiwan, and a representative office in Hong Kong.
DEFINITIONS
In this announcement, the following expressions have the meanings set out below unless the context otherwise requires:
|
|
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‘‘2004 Stock Option Plan’’
|
|
the 2004 stock option plan
adopted
by
the
Company
by
way
of
a
Shareholders’resolution
on
16
February 2004
but
terminated
by
the
Company
on 15
November 2013
|
‘‘2014 Equity Incentive Plan’’
|
|
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
SAFE,
a
summary
of
which
is
set
out
in
the
2015
Annual
Report
|
‘‘2014 Stock Option Plan’’
|
|
the 2014 stock option plan adopted by the Company by way of a Shareholders’ resolution on 13 June 2013 which became effective from 15 November 2013
|
‘‘ADS(s)’’
|
|
American depositary share(s)
of
the
Company,
each
of
which represents 5 Ordinary
Shares
|
‘‘Board’’
|
|
the
board
of
Directors
|
‘‘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 ADSs of which are listed on the New York Stock Exchange, Inc.
|
‘‘connected person(s)’’
|
|
has the same meaning as ascribed to it under the Listing Rules
|
‘‘Director(s)’’
|
|
the
director(s)
of
the
Company
|
‘‘Dr.
Chen’’
|
|
Dr. Chen
Shanzhi,
a
Non-executive Director
of
the
Company
|
‘‘EGM’’
|
|
the
extraordinary
general
meeting
of
the
Company
proposed
to
be held to approve, among other things, the Proposed RSU
Grants and any transactions contemplated thereunder
|
8
|
|
|
‘‘HK$’’
|
|
Hong Kong
dollars,
the
lawful
currency
of
Hong
Kong
|
‘‘Hong
Kong’’
|
|
Hong Kong
Special Administrative Region
of
the
PRC
|
‘‘Independent Board Committee’’
|
|
an
independent committee
of the
Board
comprising all independent non-executive Directors
who
have
no
direct or indirect interest
in
the
Proposed
RSU
Grants, established
to
advise
the
Independent Shareholders
in
respect
of
the
non- exempt connected transactions relating
to
the
Proposed RSU Grants
|
‘‘Independent Shareholders’’
|
|
the Shareholders who are not required under the Listing Rules to abstain from voting at the EGM to approve the non-exempt connected transactions relating to the Proposed RSU Grants
|
‘‘Listing
Rules’’
|
|
the Rules
Governing
the
Listing
of
Securities
on
the
Stock Exchange
|
‘‘Mr.
Brown’’
|
|
Mr.
William
Tudor
Brown,
an
Independent Non-executive Director
of
the
Company
|
‘‘Mr.
Tan’’
|
|
Mr.
Lip-Bu
Tan,
an
Independent Non-executive Director
of
the Company
|
‘‘Ordinary Share(s)’’
|
|
the
ordinary Share(s)
of
US$0.004
each
in
the share
capital of
the
Company
|
‘‘PRC’’
|
|
the
People’s Republic
of
China,
for
the
purpose
of
this announcement, excluding
Hong
Kong,
the
Macau
Special Administrative Region
of
the PRC and
Taiwan
|
‘‘Preferred
Share(s)’’
|
|
The
preferred Share(s)
of
US$0.004
each
in
the share
capital
of
the
Company
|
‘‘Restricted Share Units’’
|
|
an
unsecured promise
of
the
Company
to
pay
eligible individuals
a
specific
number
of
Ordinary Shares
or
ADSs,
as
applicable,
on a
specified
date
pursuant
to
2014
Equity Incentive
Plan,
subject
to
all
applicable
laws, rules,
regulations
and the
applicable vesting, transfer
or
forfeiture restrictions
as
set
out in the
2014 Equity
Incentive
Plan and the
applicable
award
document
|
‘‘SAFE’’
|
|
the
PRC State
Administration
of
Foreign Exchange
|
‘‘Shareholder(s)’’
|
|
holder(s)
of
existing
Shares
|
‘‘Shares’’
|
|
shares
of
all
classes
in
the
capital
of the
Company (including but
not
limited
to
Ordinary Shares
and
Preferred Shares) and warrants
and other
securities
which carry
a
right
to
subscribe
for
or
purchase shares
of the
Company
|
9
|
|
|
‘‘Stock
Exchange’’
|
|
The Stock
Exchange
of
Hong Kong
Limited
|
‘‘United States’’ or ‘‘U.S.’’
|
|
the
United
States
of
America,
its
territories,
its
possessions and
all areas
subject
to
its
jurisdiction
|
‘‘US$’’
|
|
United States Dollars,
the lawful
currency
of
the
United States
of
America
|
‘‘%’’
|
|
per
cent.
|
10
By order of the Board
Semiconductor Manufacturing International Corporation
Gao Yonggang
Executive Director, Chief Financial Officer and Joint Company Secretary
Shanghai, PRC, 23 May 2018
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 and Joint Company Secretary)
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
11