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: July 6, 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
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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
THE SUBSCRIPTION OF THE ORIENTED DEBT FINANCING INSTRUMENT
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THE SUBSCRIPTION
On 6 July 2018, pursuant to the terms of the Asset Management Agreement, the Issuer has issued and the Subscriber has subscribed for, an amount of RMB200 million out of the total issue of an aggregate principal amount of RMB500 million of Oriented Debt Financing Instrument, using funds from the Entrusted Assets.
IMPLICATIONS UNDER THE LISTING RULES
As
China
IC
Fund
holds
approximately
14.82%
equity interest
in
the
Company through
its
wholly-owned subsidiary, Xinxin (Hongkong) Capital
Co.,
Limited,
it is
a
substantial shareholder
and
a
connected person
of
the
Company
under the
Listing Rules.
China
IC
Fund also holds
approximately
32.31%
of
equity
interest
in
the
Issuer.
The Issuer
is
therefore
an
associate
of
China
IC
Fund and
is a
connected person
of
the Company
under the
Listing Rules. Accordingly,
the
Subscription pursuant
to
the
terms
of
the
Asset
Management Agreement constitute connected transactions
of
the Company
under
Chapter
14A
of
the
Listing
Rules.
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*
For
identification purposes
only
3
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As
the
highest applicable percentage
ratios
stipulated
under Rule 14.07
of
the
Listing
Rules
in
respect
of
the
Subscription exceed
0.1% but are less than 5%,
the Subscription constitute connected transactions
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
On 18 May 2018, SMIC Beijing, the Subscriber (as manager) and the Custodian Bank (as custodian trustee) entered into the Asset Management Agreement, pursuant to which, among others, the Subscriber shall provide SMIC Beijing with asset management and investment services in respect of the Entrusted Assets in accordance with the terms under the Asset Management Agreement, which include investment in Oriented Debt Financing Instrument.
On 6
July 2018,
pursuant
to
the terms
of
the Asset
Management Agreement,
the
Issuer
has issued and the
Subscriber
has
subscribed
for,
an
amount
of
RMB200 million
out
of
the total issue
of an
aggregate principal amount
of
RMB500 million
of
Oriented Debt Financing
Instrument,
using
funds
from
the
Entrusted
Assets.
THE SUBSCRIPTION
Date
6 July 2018
Parties
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2)
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The
Issuer
(a
connected person
of
the
Company).
|
To
the best
of
the
Directors’ knowledge, information
and
belief
and
having
made
all reasonable enquiry,
save
as
disclosed above,
the
Subscriber
and
its
respective ultimate beneficial owners
are third
parties independent
of
the
Company
and the
connected persons
of
the
Company.
Subscription amount
The
Subscriber
has
subscribed
for
an
amount
of
RMB200 million
out
of
the total issue
of an
aggregate principal amount
of
RMB500 million
of
Oriented
Debt
Financing Instrument
in
cash.
The
consideration
was
determined
based
on
arm’s
length negotiations between
the
Subscriber
and the
Issuer.
4
ORIENTED DEBT FINANCING
INSTRUMENT
The principal terms of the Oriented Debt Financing Instrument are set out below:
Date
of
issue
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: 6
July
2018
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Issuer
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:
the
Issuer
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Principal
amount
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:
Subscription
by
the
Subscriber
for an
amount
of RMB200 million
out
of
the total issue
of
an
aggregate principal amount
of
RMB500 million of Oriented
Debt
Financing
Instrument
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Interest rate and payment dates
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: 5.15% per annum payable on principal amount by the Issuer on the maturity date (i.e. 6 July 2019)
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Manager(s)
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:
China
Development
Bank and Bank
of
Beijing
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Maturity
Date
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: 6
July
2019
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Transferability
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:
The
Oriented
Debt
Financing Instrument
may
be transferred
in
whole
or in
part
by
the
holder
of
the Oriented
Debt
Financing
Instrument
to
any
person
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Redemption
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:
The
Issuer
will
redeem
the
Oriented
Debt
Financing Instrument
at
its
outstanding principal amount on
the
maturity
date, i.e.
6
July
2019
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REASONS FOR AND BENEFITS OF THE SUBSCRIPTION
The Group has not participated in the negotiation of the subscription amount of the Subscription or the terms of the Oriented Debt Financing Instrument. To the best knowledge of the Company, the terms of the Oriented Debt Financing Instrument are the same as those generally applicable to other Oriented Debt Financing Instrument issued by the Issuer.
The
subscription
of
the
Oriented
Debt
Financing Instrument
is
considered
to
be beneficial
to
the
Company through
the
interest earnings
to
the
Entrusted Assets under
the Asset
Management Agreement,
of
which SMIC
Beijing
is
the
ultimate
beneficiary.
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
the
Subscriber
to
enter
into the
Subscription pursuant
to
the terms
of the
Asset
Management Agreement
and
the Subscription
are fair and
reasonable;
and
the
Subscription
is 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
Subscription
which
would
have
required
the
Director
to
abstain
from
voting
at
the board
meeting authorising the Subscription.
5
IMPLICATIONS
UNDER THE LISTING RULES
As
China
IC
Fund holds
approximately 14.82% equity interest
in
the
Company through
its
wholly-owned subsidiary,
Xinxin
(Hongkong) Capital
Co.,
Limited,
it
is
a
substantial shareholder
and
a
connected person
of
the
Company
under the
Listing Rules.
China
IC
Fund also holds
approximately 32.31%
of
equity interest
in the
Issuer.
The
Issuer is therefore
an
associate
of
China
IC
Fund and
is a
connected
person
of
the
Company under
the
Listing Rules. Accordingly,
the
Subscription pursuant
to
the terms
of
the
Asset Management Agreement 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
Subscription
exceed 0.1%
but are
less than 5%,
the
Subscription constitute connected transactions
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 COMPANY AND SMIC BEIJING
The
Company (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.
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. SMIC
Beijing
is
a
wholly foreign-owned enterprise established
in
the
PRC
and
a
wholly-owned
subsidiary
of
the
Company.
INFORMATION
ABOUT THE
ISSUER
The Issuer is primarily engaged in providing financial support to the development of the integrated circuit industry and related industries, promoting the construction and upgrade of production lines among the leading integrated circuit manufacturing companies in the PRC, attending to the underlying demands of IC design industry and its supporting companies at the same time, as well as facilitating the coordination, interaction and development of the integrated circuit equipment industry and the relevant links of the industry chain.
6
DEFINITIONS
‘‘Asset Management Agreement’’
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the asset management agreement entered into among SMIC Beijing, the Subscriber and the Custodian Bank on 18 May 2018;
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‘‘China
IC
Fund’’
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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’’
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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 American depositary shares
of
which are
listed
on
the
New
York Stock
Exchange,
Inc;
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‘‘Custodian
Bank’’
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China
Merchants
Bank
Co.
,
Ltd
. (
Shanghai
Branch)*
(
招商銀行
股份有限公司上海分行), a company established under the laws of the PRC and an independent third party to the Company and the
connected persons
of
the
Company;
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‘‘Director(s)’’
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the
director(s)
of
the
Company;
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‘‘Entrusted
Assets’’
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the
assets
of
SMIC
Beijing deposited
in
designated custodian accounts,
which are
managed
by
the
Subscriber
and under
the custody
of
the
Custodian
Bank
pursuant
to the
terms
of
the
Asset
Management
Agreement;
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‘‘Group’’
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the
Company
and its
subsidiaries;
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‘‘Issuer’’
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Sino
IC
Leasing
Co.
,
Ltd.*
(
芯鑫融資租賃有限責任公司
),
a
limited
liability
company
incorporated
under
the
laws
of
the
PRC;
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‘‘Listing
Rules’’
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the
Rules
Governing
the
Listing
of
Securities
on The
Stock Exchange
of
Hong Kong
Limited;
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‘‘Oriented Debt Financing Instrument’’
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the oriented debt financing instrument issued by the Issuer;
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‘‘PRC’’
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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’’
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Renminbi,
the
lawful currency
of
the
PRC;
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7
‘‘Shareholders’’
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the
shareholders
of
the
Company;
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‘‘SMIC
Beijing’’
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|
Semiconductor Manufacturing International (Beijing) Corporation*
(
中芯國際集成電路製造
(
北京
)
有限公司
),
a wholly foreign-owned enterprise established
in
the PRC and
a wholly-owned subsidiary
of
the
Company;
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‘‘Stock
Exchange’’
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the
Stock
Exchange
of
Hong Kong
Limited;
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‘‘Subscriber’’
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Shanghai
Guotai
Junan
Securities
Asset
Management
Co.,
Ltd.* (上海國泰君安證券資產管理有限公司
),
a company
established
under
the
laws
of
the PRC and
an
independent
third party
to
the
Company
and the
connected persons
of
the
Company
and
the principal business
of
which
is
asset
management
for
its customers; and
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‘‘Subscription’’
|
|
the
subscription
of the
Oriented
Debt
Financing Instrument in
the amount
of
RMB200 million
out
of
the total issue
of an
aggregate principal amount
of
RMB500 million
of
Oriented
Debt
Financing Instrument
by
the
Subscriber pursuant
to
the
terms
of
the
Asset
Management
Agreement.
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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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Shanghai, 6 July 2018
8
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
CHEN Shanzhi
ZHOU Jie
REN Kai
LU Jun
TONG Guohua
Independent Non-executive Directors
William Tudor BROWN
CHIANG Shang-Yi
CONG Jingsheng Jason
LAU Lawrence Juen-Yee
FAN Ren Da Anthony
* For identification purposes only
9