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
|
|
|
|
|
|
Date: July 26, 2018
|
|
By:
|
/s/ Dr. Gao Yonggang
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Name:
|
Dr. Gao Yonggang
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|
|
|
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)
REVISION
OF
THE
EXISTING ANNUAL
CAPS
FOR
CONTINUING CONNECTED
TRANSACTIONS
IN
RELATION
TO
FRAMEWORK
AGREEMENT
|
Reference is made to the announcement of the Company dated 29 December 2016 in respect of the Continuing Connected Transactions in relation to the Framework Agreement.
On 25
July 2018, the
Company
(on
behalf
of
itself
and its
subsidiaries (other
than
SJ
Cayman,
SJ
Hong Kong and
SJ
Jiangyin))
and SJ
Cayman
(on
behalf
of
itself and
its wholly-owned subsidiaries
SJ
Hong
Kong
and
SJ
Jiangyin) entered
into
the Amendment Agreement
to
revise
the
Existing Annual Caps.
In
compliance
with
the
Listing Rules,
the
Company
has
been
monitoring the Continuing Connected Transactions.
In
view
of
the
continuous growth and expansion
of
the
business operations
of SJ
Cayman
(on
behalf
of
itself
and
its wholly-owned subsidiaries
SJ
Hong Kong and
SJ
Jiangyin),
the
Company expects that
the
Existing Annual
Caps will not
be
sufficient.
The
Company
has
therefore proposed
to
revise
the
Existing
Annual
Caps
with
the
Revised
Annual
Caps.
|
*
For
identification purposes
only
3
|
|
As
the
applicable percentage ratios (other
than the
profit ratio)
set out
in
Rule 14.07
of
the
Listing
Rules
in
respect
of
the
Revised Annual
Caps
are
more than 0.1% but
less
than 5%,
pursuant
to
Rule
14A.76
of
the
Listing Rules,
the
Revised Annual
Caps
are subject
to
the
reporting
and
announcement requirements,
but are exempt from
the circular
and
shareholders’ approval
requirements.
|
BACKGROUND
Reference
is
made
to the
announcement
of
the
Company
dated
29
December
2016
in respect
of
the
Continuing Connected Transactions contemplated
under
the
Framework Agreement.
On 25 July 2018, the Company (on behalf of itself and its subsidiaries (other than SJ Cayman, SJ Hong Kong and SJ Jiangyin)) and SJ Cayman (on behalf of itself and its wholly-owned subsidiaries SJ Hong Kong and SJ Jiangyin) entered into the Amendment Agreement to revise the Existing Annual Caps.
AMENDMENT AGREEMENT
Date
25 July 2018
Parties
|
(i)
|
The
Company
(on
behalf
of
itself
and
its
subsidiaries (other
than
SJ
Cayman,
SJ
Hong Kong and
SJ
Jiangyin));
and
|
|
(ii)
|
SJ
Cayman
(on behalf
of
itself
and its
wholly-owned subsidiaries
SJ
Hong Kong
and
SJ
Jiangyin)
|
Subject matter
Pursuant
to the
Amendment Agreement,
the
parties
have agreed
to
revise
the
Existing Annual
Caps such that the
maximum annual transaction
value for the
supply
of
goods
and
services, transfer
of
equipment
and
provision
of
technical authorisation
or
licensing
by
the
Company
to SJ
Cayman contemplated
under the
Framework Agreement
shall
be
adjusted
from US$11
million
(or its
equivalent
in
other
currencies)
and US$11
million (or
its
equivalent
in
other
currencies)
for
the years
ending
31
December
2018 and
2019, respectively,
to
US$25
million
(or its
equivalent
in
other
currencies)
and US$25
million
(or
its
equivalent
in
other
currencies)
for
the
years ending
31
December
2018 and
2019, respectively.
Saved for the said revision, all other terms of the Framework Agreement shall remain unchanged and the Framework Agreement remains valid and enforceable.
The
existing annual
caps for the
supply
of
goods and
services
and
transfer
of
equipment
by SJ
Cayman
to
the
Company contemplated
under
the
Framework Agreement, which amounted
to
US$100 million
(or
its
equivalent
in
other
currencies)
and
US$100 million
(or
its
equivalent
in
other
currencies)
for the
years ending
31
December
2018 and
2019, respectively,
shall
remain unchanged.
4
HISTORICAL TRAN
SACTION FIGURES AND ANNUAL CAPS
The
annual transaction
value
in
respect
of the
supply
of
goods and
services, transfer
of
equipment
and
provision
of
technical authorisation
or
licensing
by
the
Company
to
SJ Cayman contemplated
under the
Framework Agreement, together
with
the
relevant annual
caps,
are as
follows:
Total Transaction
|
Period
|
|
Value
(US$)
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Annual
Caps
(US$)
|
For the year ended
31
December
2017
|
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0.9
million
|
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11
million
(or its equivalent in other currencies)
|
|
|
|
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For the six
months
ended
30
June
2018
|
|
3.4
million
|
|
11
million
(or its equivalent in other currencies)
|
REASONS FOR AND BENEFITS OF THE REVISED ANNUAL CAPS
In compliance with the Listing Rules, the Company has been monitoring the Continuing Connected Transactions. In view of the continuous growth and expansion of the business operations of SJ Cayman (on behalf of itself and its wholly-owned subsidiaries SJ Hong Kong and SJ Jiangyin), the Company expects that the Existing Annual Caps will not be sufficient.
Details
of
the
Existing
Annual Caps, which will
be
replaced
with the
Revised Annual
Caps
pursuant
to
the
Amendment
Agreement,
are
as
follows:
Period
|
|
Existing
Annual
Caps
(US$)
|
|
Revised Annual
Caps
(US$)
|
For the year
ending
31
December
2018
|
|
11
million
(or its
equivalent
in
other
currencies)
|
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25 million (or its equivalent in other currencies)
|
For the year
ending
31
December
2019
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11
million
(or its
equivalent
in
other
currencies)
|
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25 million (or its equivalent in other currencies)
|
As at the date of this announcement, the Company confirms that the relevant existing annual caps for Continuing Connected Transactions are not exceeded.
The Revised Annual Caps have been determined by the Company, after arm’s length negotiation between the Company and SJ Cayman with reference to the market price, having taken into account of (i) the historical transactions amount and prices in respect of the supply of goods and services, transfer of equipment and provision of technical authorisation or licensing by the Company to SJ Cayman; (ii) the anticipated future expansion in the scope and scale of the supply of goods and services, transfer of equipment and provision of technical authorisation or licensing that SJ Cayman may require from the Company for the financial year ending 31 December 2018 and 2019; and (iii)
the
business
plans
of
the
Group
to
achieve
a
healthy
and
sustainable
growth.
5
The
Directors (including
the
independent non-executive Directors) consider
that
the Continuing Connected Transactions
and the
entering
into
of
the
Amendment Agreement
are
in the
ordinary
and usual
course
of
business
of
the Group and
on
normal
or
better commercial
terms and the terms
of the
Continuing Connected Transactions
and
the Revised Annual
Caps are fair and
reasona
ble
and in
the
interests
of
the
Company
and
its
shareholders
as
a
whole.
LISTING RULES IMPLICATION
As at
the date
of
this
announcement,
the
Company
holds
approximately
56.0%
equity interest
in SJ
Cayman.
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
connected
person
of
the
Company
at
the issuer level under the
Listing Rules.
China
IC
Fund also holds
approximately
29.4%
equity interest
in SJ
Cayman through
its
wholly-owned subsidiary,
Xun Xin.
SJ
Cayman
is
therefore
a
connected subsidiary
of
the
Company
as
defined
under Rule
14A.16
of the
Listing
Rules and thus
a
connected person
of
the
Company
under the
Listing Rules.
Pursuant to Rule 14A.54(1) of the Listing Rules, the Company is required to re-comply with the applicable requirements before the relevant Existing Annual Caps are exceeded.
As
the
applicable percentage ratios (other
than
the
profit ratio)
set out
in
Rule 14.07
of
the
Listing
Rules
in
respect
of
the
Revised Annual
Caps are more than 0.1% but less
than
5%,
pursuant
to
Rule
14A.76
of
the
Listing Rules,
the
Revised Annual
Caps
are
subject
to
the
reporting
and
announcement requirements,
but are
exempt
from the
circular and shareholders’ approval requirements.
The
Continuing Connected Transactions
are
also subject
to
the
annual review requirements
set
out
in
Rule
14A.55
and
Rule
14A.56
of
the Listing
Rules.
None of the Directors has a material interest in the Continuing Connected Transactions or the Amendment Agreement, nor was any of the Directors required to abstain from voting on the Board resolutions approving the Revised Annual Caps.
INFORMATION
ABOUT THE
PARTIES
Information on 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.
6
Information on SJ Cayman, SJ Hong Kong and SJ Jiangyin
Each
of
SJ
Cayman
and
SJ
Hong Kong
is an
investment holding company.
SJ
Cayman wholly
owns
SJ
Hong Kong, which
in
turn
wholly
owns
SJ
Jiangyin.
SJ
Jiangyin was founded
in
November
2014
in
Jiangyin, Jiangsu province
of the
PRC.
SJ
Jiangyin will
serve
as
the
leading
play
Middle-End-Of-Line
(MEOL) entity that
focuses
on
advanced bumping
production.
Complementing
nearby
advanced
back-end
assembly infrastructure,
SJ
Jiangyin
aims
to be an
important
key
to
forming
a local
integrated circuit ecosystem, providing
a
convenient one-stop service
to
supply
high
quality and efficient
chips for local and
international customers,
as
well
as
help
strengthen their global
competitiveness.
DEFINITIONS
In
this
announcement
the
following
words have the
following meanings unless the
context
requires
otherwise:
‘‘Amendment
Agreement’’
|
|
an
amendment agreement
to
the
Framework Agreement entered
into
between
the
Company
(on
behalf
of
itself
and
its subsidiaries (other
than
SJ
Cayman,
SJ
Hong Kong and
SJ
Jiangyin))
and
SJ
Cayman
(on
behalf
of
itself and its
wholly-
owned
subsidiaries
SJ
Hong Kong and
SJ
Jiangyin)
on 25
July
2018
to
revise
the
Existing Annual Caps;
|
|
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|
‘‘China
IC
Fund’’
|
|
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 the laws of the PRC;
|
|
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‘‘Company’’
|
|
Semiconductor Manufacturing International
Corporation
(
中芯
國際集成電路製造有限公司
*)
,
a
company
incorporated
in
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.;
|
|
|
|
‘‘Continuing
Connected
Transactions’’
|
|
the
transactions contemplated
under the
Framework Agreement,
which
include
(i) the
supply
of
goods and
services, transfer
of
equipment
and
provision
of
technical authorisation
or
licensing
by
the
Company
to SJ
Cayman;
and (ii) the
supply
of
goods
and services
and
transfer
of
equipment
by SJ
Cayman
to
the Company;
|
|
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|
‘‘Director(s)’’
|
|
the
director(s)
of
the
Company;
|
|
|
|
‘‘Existing Annual
Caps’’
|
|
the
existing annual
caps for the supply
of
goods and
services, transfer
of
equipment
and
provision
of
technical authorisation
or
licensing
by
the
Company
to SJ
Cayman contemplated under
the
Framework Agreement,
which
amounted
to
US$11
million
(or
its
equivalent
in
other
currencies)
and US$11
million
(or
its equivalent
in
other
currencies)
for the
years ending
31
December
2018 and 2019,
respectively;
|
|
|
|
7
‘‘Framework
Agreement’’
|
|
the
framework
agreement
entered
into
between
the
Company
(on behalf
of
itself
and its
subsidiaries (other
than
SJ
Cayman,
SJ
Hong
Kong
and
SJ
Jiangyin))
and
SJ
Cayman
(on
behalf
of
itself
and
its
wholly-owned subsidiaries
SJ
Hong Kong and
SJ
Jiangyin)
on 27
December
2016
in
relation
to
supply
of
goods
and
services, transfer
of
equipment
and
provision
of
technical authorisation
or
licensing
with
a
term
commencing
on
1
January
2017 and
ending
on 31
December
2019 and
subject
to
the
terms
and
conditions provided
therein;
|
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‘‘Group’’
|
|
the
Company
and its
subsidiaries;
|
|
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|
‘‘Hong Kong’’
|
|
the Hong Kong
Special Administrative Region
of
the
PRC;
|
|
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|
‘‘Listing
Rules’’
|
|
the
Rules
Governing
the
Listing
of
Securities
on The
Stock
Exchange of Hong Kong Limited;
|
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‘‘PRC’’
|
|
the
People’s Republic
of
China
(for
the
purposes
of
this announcement
excluding
Hong Kong, Macau
Special Administrative Region
of
the
People’s Republic
of
China
and Taiwan);
|
|
|
|
‘‘Revised Annual
Caps’’
|
|
the
revised annual
caps for the
supply
of
goods and
services, transfer
of
equipment
and
provision
of
technical authorisation
or
licensing
by
the
Company
to SJ
Cayman contemplated under
the
Framework Agreement
(as
amended
by the
Amendment Agreement),
which
amounted
to
US$25 million
(or
its
equivalent
in
other
currencies)
and US$25
million
(or its
equivalent
in
other currencies)
for the years
ending
31
December
2018 and
2019, respectively;
|
|
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|
‘‘Shareholder(s)’’
|
|
the
holder(s)
of
the
Share(s);
|
|
|
|
‘‘Shares’’
|
|
ordinary shares
of
par value
US$0.004
each
in
the
capital
of
the Company listed
on
the Stock
Exchange;
|
|
|
|
‘‘SJ
Cayman’’
|
|
SJ
Semiconductor Corporation,
an
exempted company incorporated
with
limited
liability
in
the
Cayman
Islands;
|
|
|
|
‘‘SJ
Hong
Kong’’
|
|
SJ
Semiconductor
(
HK
)
Limited
(
中芯長電半導體
(
香港
)
有限公
司
), a
company incorporated
with
limited liability
in
Hong
Kong
and
a
wholly-owned subsidiary
of SJ
Cayman;
|
|
|
|
‘‘SJ
Jiangyin’’
|
|
中芯長電半導體
(
江陰
)
有限公司
(SJ
Semiconductor
(
Jiangyin) Corporation*),
a
wholly foreign
owned
enterprise
incorporated
in
the
PRC
and
a
wholly-owned subsidiary
of
SJ
Hong
Kong;
|
|
|
|
‘‘Stock
Exchange’’
|
|
The Stock
Exchange
of
Hong Kong
Limited;
|
|
|
|
8
‘‘U.S.’’ or ‘‘United
States’’
|
|
the United States of America;
|
|
|
|
‘‘US$’’
|
|
United States dollar,
the lawful
currency
of the
United
States;
|
|
|
|
‘‘Xun
Xin’’
|
|
巽鑫
(
上海
)
投資有限公司
(Xun
Xin
(
Shanghai
)
Investment
Co. Ltd.*)
,
a
limited
liability
company
incorporated
in
the
PRC
and
a wholly-owned subsidiary of China IC Fund; and
|
|
|
|
‘‘%’’
|
|
per
cent.
|
By order of the Board
Semiconductor Manufacturing International Corporation
Gao Yonggang
Executive Director, Chief Financial Officer and Joint Company Secretary
Shanghai, PRC, 25 July 2018
9
As at the date of this announcement, the directors of the Company are:
Executive Directors
ZHOU Zixue
(Chairman)
ZHAO Haijun
(Co-Chief Executive Officer)
LIANG Mong Song
(Co-Chief Executive Officer)
GAO Yonggang
(Chief Financial Officer
)
Non-executive Directors
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
10