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: September 13, 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)
(1)
GRANT
OF
SHARE
OPTIONS
AND
(2)
NON-EXEMPT CONNECTED TRANSACTIONS -
PROPOSED
GRANT
OF
RESTRICTED SHARE UNITS
TO
DIRECTORS
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GRANT OF SHARE OPTIONS AND PROPOSED GRANT OF RESTRICTED SHARE UNITS TO DIRECTORS
The Board
announces
that
on
13 September 2018, the
Company conditionally granted an aggregate
of
375,000
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, 187,500
share
options were granted
to
Professor Lau and
187,500
share
options
were
granted
to
Mr. Fan
.
If
any grant
of
the share
options
as
detailed below
has not been
accepted
by
Professor Lau or Mr. Fan
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
375,000
Restricted Share Units under the 2014 Equity Incentive Plan, subject to the Independent Shareholders’ approval at the EGM. Among the
375,000
Restricted Share Units to
be granted,
187,500
Restricted Share Units will be granted to Professor Lau and
187,500
Restricted Share Units will be granted to Mr. Fan. Each of the Restricted Share Units to be granted to Professor Lau and Mr. Fan represents the right to receive an Ordi
nary Share on the date it vests. It is intended that Restricted Share Units to be granted to Professor Lau and Mr. Fan will vest over a period of three years at the
rate of 33%, 33% and 34% for each 12 month period commencing on the date on which the relev
ant Director commenced his term of office as independent non-executive Director.
IMPLICATIONS UNDER THE LISTING RULES
Each of Professor Lau and Mr. Fan
is
an independent
non-executive Director
of
the
Company.
As
such, each
of
Professor Lau and Mr. Fan
is
a
connected person
of
the
Company.
The
conditional
grant
of the
share
options
to
Professor Lau
and
Mr. Fan was
approved
by
the
independent non-executive Directors (excluding Professor Lau and Mr. Fan who are the grantees of the share options)
on
22 June
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
375,000 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.
|
GRANT OF SHARE OPTIONS TO DIRECTORS
The Board
announces
that
on
13 September 2018, the
Company conditionally granted an aggregate
of
375,000
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
375,000
share
options granted, 187,500
share
options
were
granted
to
Professor Lau and
187,500
share
options
were
granted
to
Mr.
Fan.
If
any grant
of
the share
options
as
detailed
below has
not
been
accepted
by
Professor Lau
or
Mr. Fan
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:
|
Date
of
grant:
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13 September
2018
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Exercise price of the share options:
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HK$8.574 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
13 September 2018, being
HK$8.550
and (b)
the average Closing
Price for the
period
from
6 September
2018
to
12 September
2018
(both
days
inclusive),
being
HK$8.574)
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4
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Number of share options granted:
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375,000 share options, of which
(i)
187,500 share options were granted to Professor Lau; and
(ii)
187,500 share options were granted to Mr. Fan.
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Closing price of the Shares on the date of grant:
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HK$8.550 per Share
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Validity period of the share options:
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The
share
options
are valid
for
a
period
of 10
years commencing
on
13 September
2018,
subject
to
earlier termination
as
provided
under
the
2014
Stock
Option Scheme
and
applicable
award
documents.
|
5
PROPOSED GRANT OF RESTRICTED SHARE UNITS TO DIRECTORS
The Board announces that at meeting of the Board held on 22 June 2018, the Board resolved to grant 375,000 Restricted Share Units (the ‘‘
Proposed RSU Grants
’’) under the 2014 Equity Incentive Plan, subject to the Independent Shareholders’ approval at the EGM. Among the 375,000 Restricted Share Units, 187,500 Restricted Share Units and 187,500 Restricted Share Units will be granted to Professor Lau and Mr. Fan, respectively, and it is intended that such Restricted Share Units will over a period of three years at the rate of 33%, 33% and 34% for each 12 month period commencing on the date on which the relevant Director commenced his term of office as an independent non-executive Director.
Each of the Restricted Share Units to be granted to Professor Lau and Mr. Fan represents the right to receive an Ordinary Share on the date it vests.
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 value of the Ordinary Shares to be issued pursuant thereto).
As at the date of this announcement, neither Professor Lau nor Mr. Fan holds any Ordinary Shares or is 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 Professor Lau and Mr. Fan in accordance with and subject to the terms of the 2014 Stock Option Plan and the 2014 Equity Incentive Plan would be 375,000 and 375,000 respectively, representing approximately 0.0074% and 0.0074% respectively of the total issued share capital of the Company as at the date of this announcement and 0.0074% and 0.0074% respectively of the enlarged total issued share capital of the Company.
Based on the closing price of HK$8.550 per Share as quoted on the Stock Exchange on 13 September 2018, the market value of the Restricted Share Units under the Proposed RSU Grants amounts to approximately HK$3,206,250.
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 to Professor Lau and Mr. Fan aim to provide sufficient incentives to attract and motivate them to remain with, and to strive for the future development and expansion of the Group and to enhance Shareholder value through further aligning these Directors’ interests with the Company.
6
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.
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
Each
of
Professor Lau and
Mr.
Fan
is
an
independent non-executive Director
of
the
Company.
As
such, each
of
Professor Lau and Mr. Fan
is
a
connected person
of
the
Company.
The
conditional
grant
of
the share
options
to
Professor Lau and Mr. Fan was
approved
by
the independent non-executive Directors (excluding
Professor Lau and Mr. Fan who are
the grantees
of
the share
options)
on
22 June
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
375,000 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.
7
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 (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.
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
SAFE,
a
summary
of
which
is
set
out
in
the
2015
Annual
Report
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‘‘2014 Stock Option Plan’’
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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
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‘‘ADS(s)’’
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American depositary share(s)
of
the
Company,
each
of
which represents 5 Ordinary
Shares
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‘‘Board’’
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the
board
of
Directors
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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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8
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‘‘connected person(s)’’
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has the same meaning as ascribed to it under the Listing Rules
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‘‘Director(s)’’
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the
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, the Proposed RSU Grants and any transactions contemplated thereunder
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‘‘HK$’’
|
|
Hong Kong
dollars,
the
lawful
currency
of
Hong
Kong
|
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‘‘Hong
Kong’’
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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
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
|
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‘‘Independent Shareholders’’
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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
|
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‘‘Listing
Rules’’
|
|
the Rules
Governing
the
Listing
of
Securities
on
the
Stock Exchange
|
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‘‘Mr.
Fan’’
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M
r. Fan Ren Da Anthony,
an
independent non-executive Director
of
the
Company
|
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‘‘Ordinary Share(s)’’
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the
ordinary Share(s)
of
US$0.004
each
in
the share
capital of
the
Company
|
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‘‘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
|
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‘‘Preferred
Share(s)’’
|
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The
preferred Share(s)
of
US$0.004
each
in
the share
capital
of
the
Company
|
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‘‘Professor Lau’’
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Professor Lau Lawrence Juen-Yee, an independent non-executive Director of the Company
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‘‘Restricted Share Units’’
|
|
an
unsecured promise
of
the
Company
to
pay
eligible individuals
a
specific
number
of
Ordinary Shares
or
ADSs,
as
applicable,
on a
specified
date
pursuant
to
2014
Equity Incentive
Plan,
subject
to
all
applicable
laws, rules,
regulations
and the
applicable vesting, transfer
or
forfeiture restrictions
as
set
out in the
2014 Equity
Incentive
Plan and the
applicable
award
document
|
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9
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‘‘SAFE’’
|
|
the
PRC State
Administration
of
Foreign Exchange
|
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‘‘Shareholder(s)’’
|
|
holder(s)
of
existing
Shares
|
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‘‘Shares’’
|
|
shares
of
all
classes
in
the
capital
of the
Company (including but
not
limited
to
Ordinary Shares
and
Preferred Shares) and warrants
and other
securities
which carry
a
right
to
subscribe
for
or
purchase shares
of the
Company
|
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‘‘Stock
Exchange’’
|
|
The Stock
Exchange
of
Hong Kong
Limited
|
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‘‘United States’’ or ‘‘U.S.’’
|
|
the
United
States
of
America,
its
territories,
its
possessions and
all areas
subject
to
its
jurisdiction
|
|
|
|
|
|
‘‘US$’’
|
|
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
13 September 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
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
|
11