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: January 30, 2018
|
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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
a
nd
Clearing
Limited
a
nd
The
Stock
Exchange
of
H
ong
Kong
Limited
take
no
r
esponsibility
f
or
th
e
c
ontents
of
this
announcement,
make
no
representation
as
to
its
accuracy
o
r
completeness
and
expressly
disclaim
a
ny
liability
whatsoever
for
any
loss
howsoever
arising
from
or
in
reliance
upon
the
whole
or
any
part
of
the
c
ontents
of
t
his
announcement.
SEMICONDUCTOR
M
ANUFACTURING
I
NTERNATIONAL
CORPORATION
中
芯
國
際
集
成
電
路
製
造
有
限
公
司
*
(incorporated
in
t
he
Cayman
Islands
with
limited
li
ability)
(Stock
Code:
981)
DISCLOSEABLE
TRANSACTION
A
ND
CONNECTED
TRANSACTION
PROPOSED
CAPITAL
CONTRIBUTION
AND
DEEMED
DISPOSAL
OF
EQUITY
INTEREST
IN
SMSC
|
|
|
PROPOSED
CAPITAL CONTRIBUTION
AND
DEEMED
DISPOSAL
OF
EQUITY
INTEREST
The
Company
is
pleased
t
o
a
nnounce
that,
on
30
January
2018,
SMIC
Holdings,
SMIC
Shanghai,
China
IC
Fund
and
Shanghai
I
C
F
und
entered
into
the
J
oint
Venture
Agreement
a
nd
the
Capital
Contribution
Agreement
pursuant
t
o
which
SMIC
Holdings,
China
IC
Fund
and
Shanghai
I
C
F
und
agreed
to
make
cash
contribution
to
the
R
egistered
Capital
of
SMSC
in
th
e
a
mount
of
U
S$1.5435
billion,
US946.5
million
a
nd
US$800
million,
respectively.
As
a
r
esult
of
t
he
Capital
Contribution:
(i)
the
R
egistered
Capital
of
SMSC
will
increase
from
US$210
million
t
o
U
S$3.5
billion;
(ii)
the
Company’s
equity
interest
in
SMSC,
through
S
MIC
H
oldings
and
SMIC
Shanghai,
will
decrease
from
100%
to
50.1%;
and
(iii)
S
MSC
will
b
e
owned
a
s
to
27.04%
and
22.86%
by
China
IC
Fund
and
Shanghai
IC
Fund,
respectively.
|
3
|
|
|
LISTING
RULES
IMPLICATIONS
As
China
IC
Fund
holds
a
pproximately
15.
05%
of the
issued
s
hare
capital
o
f
t
he
Company
through
i
ts
wholly-owned
subsidi
ary,
Xinxin
(Hongkong)
Capital
Co.,
Limited,
as
at
the
date
o
f
t
his
announcement,
it
is
a
c
onnected
person
o
f
t
he
Company
under
t
he
Listing
R
ules.
T
he
transactions
contemplated
under
t
he
Joint
V
enture
Agreement
and
the
Capital
Contribution
A
greement
c
onstitute
connected
transactions
of
the
Company
under
Chapter
14A
of
the
L
isting
Rules.
Pursuant
to
the
J
oint
Venture
Agreement
an
d
t
he
Capital
Contribution
Agreement,
as
a
r
esult
of
t
he
Capital
Contribution,
the
Company’s
equity
interest
in
SMSC,
through
SMIC
Holdings
and
SMIC
Shanghai,
will
decrease
from
100
%
t
o
50.
1%,
which
constitutes
a
deemed
disposal
for
t
he
Company
under
Chapter
14
of
the
Listing
Rules.
As
certa
i
n
app
licable
p
ercentage
ratios
stipulated
under
R
ule
14.07
of
the
L
isting
Rules
i
n
r
espect
of
the
Joint
Venture
A
greement
and
t
he
Capital
Contribution
Agreement
exceed
5
%
but
are
less
than
25%,
t
he
transactions
contemplated
under
t
he
Joint
V
entu
re
Agreement
and
the
Capital
Contribution
A
greement
constitute
discloseable
transactions
of
the
Compa
ny
under
Chapter
14
of
the
L
isting
Rules,
and
a
non-exempt
connected
transaction
subject
to
reporting,
announcement
and
the
Independent
Shareholders’
approval
requirements
o
f
Chapter
14A
of
the
L
isting
Rules.
In
accordance
with
the
L
isting
Rules,
an
Independent
B
oard
Committee
will
be
established
to
a
dvise
and
pr
ovide
recommendation
to
t
he
Independent
Shareholders
on
the
Joint
Venture
A
greement,
t
he
Capital
Contribution
Agreement
and
the
transactions
contemplated
thereunder
and
to
advise
the
Independent
Shareholders
on
how
to
v
ote.
An
independent
financial
a
dviser
will
be
appointed
to
a
dvise
t
he
Independent
B
oard
Committee
and
the
I
ndepende
nt
Shareholders
on
the
Joint
Venture
A
greement,
t
he
Capital
Contribution
A
greement
and
t
he
transactions
contemplated
thereunder.
|
4
|
|
|
GENERAL
At
the
E
GM,
ordinary
r
esolutions
will
be
pr
oposed
to
the
I
ndependent
Shareholders
t
o
approve
t
he
Joint
Venture
Agreement
a
nd
the
Capital
Contribution
Agreement.
As
China
IC
Fund
is
a
connected
person
of
the
Company,
its
wholly-owned
subsidiary
Xinxin
(
H
ongkong)
Capit
a
l
Co.,
L
td.
a
nd
ot
her
a
ssocia
t
es
(
a
s
defined
in
t
he
Listing
Rules)
of
China
IC
Fund
will
abstain
from
voting
on
t
he
ordinary
resolutions
to
approve
t
he
Joint
Venture
Agreement
a
nd
the
Capital
Contribution
Agreement.
A
part
from
Xinxin
(Hongkong)
Capital
Co.,
Limited
and
other
associates
of
China
I
C
F
und,
no
other
Shareholder
will
be
r
equired
t
o
a
bstain
from
voting
on
the
r
elevant
resolutions
at
the
E
GM.
No
D
irecto
r
is
considered
t
o
have
a
m
at
erial
interest
in
t
he
Join
t
Venture
Agreemen
t
or
the
Capital
Contribution
Agreement
which
would
have
required
t
he
Director
to
abstain
from
voting
at
t
he
Board
meeting
author
ising
t
he
Joint
Venture
Agreemen
t
and
t
he
Capital
Contribution
Agreement.
The
Company
expects
to
dispatch
a
circular
to
the
Shareholders
on
or
before
9
March
2018
as
time
is
needed
to
finalise
the
c
ontent
s
t
herein
containing,
among
other
t
hings,
(i)
f
urther
details
on
t
he
Joint
V
enture
Agreement
and
the
Capital
Contribution
Agreemen
t;
(ii)
a
l
ett
e
r
f
rom
t
he
Ind
epe
ndent
B
oard
Committee
to
t
he
Independent
Shareholders;
(iii)
a
letter
f
rom
t
he
independent
financial
a
dviser
co
ntaining
its
a
dvice
to
the
Independent
Board
Committee
and
t
he
Independent
S
hareholders;
and
(iv)
a
notice
convening
the
EGM.
|
The
Company
is
pleased
t
o
a
nnounce
that,
on
30
January
2018,
SMIC
Holdings,
SMIC
Shanghai,
China
IC
Fund
and
Shanghai
I
C
F
und
entered
into
the
J
oint
Venture
Agreement
a
nd
the
Capital
Contribution
Agreement
pursuant
t
o
which
SMIC
Holdings,
China
IC
Fund
and
Shanghai
I
C
F
und
agreed
to
make
cash
contribution
t
o
t
he
Registered
Capital
of
SMSC
in
t
he
amount
of
US$1.5435
billion,
US946.5
million
and
US$800
million,
r
espectively.
As
a
result
of
the
Capital
Contribution:
(i)
t
he
Registered
Capital
of
SMSC
will
increase
from
U
S$210
million
to
US$3.5
billion;
(ii)
t
he
Company
’s
equity
interest
in
SMSC,
t
hrough
SMIC
H
oldings
a
nd
SMIC
Shanghai,
will
decrease
from
100%
to
50.1%;
a
nd
(iii)
SMSC
will
be
owned
a
s
t
o
27.04%
a
nd
22.86%
by
China
IC
Fund
and
Shanghai
I
C
F
und,
respectively.
5
SUMMARY
OF
PRINCIPAL
TERMS
OF
THE
J
OINT
VENTURE
AGREEMENT
Date:
30
January
2018
Parties:
To
the
b
est
o
f
t
he
Directors’
knowledge,
inf
ormation
and
b
elief
and
having
made
all
reasonable
enquiry,
Shanghai
IC
Fund
and
it
s
ultimate
b
eneficial
owners
(
other
than
China
IC
Fund)
are
third
parties
i
ndependent
of
the
Company
and
i
ts
connected
persons.
Business
S
cope
of
SMSC
SMSC
will
principally
engage
in
wafer
m
anufacturing,
w
afer
probing
and
bumping,
technology
development,
design
service,
ma
sk
manufacturing,
a
ssembly
and
final
t
esting
of
integrated
circuits
and
sales
of
self-m
anufactured
products.
S
MSC
is
expected
to
establish
and
build
up
large-scale
m
anufacturing
capacity
focusing
on
14
nanometer
and
below
p
rocess
and
m
anufacturing
technol
ogies
and
aims
to
reach
a
manufacturing
capacity
of
35,000
wafers
per
m
onth.
Total
Investment
and
Registered
Capital
The
total
investment
in
SMSC
by
the
parties
is
es
timated
to
b
e
U
S$10.24
b
illi
on.
T
he
parties
will
c
ontribute
i
n
aggregate
US$3.5
b
illion
of
the
total
investment
as
Capital
Contribution
i
n
t
he
following
manner:
|
|
(a)
|
SMIC
H
oldings
has
committed
t
o
contribute
U
S$1.5985
billion,
representing
45.67%
of
the
enlarged
R
egistered
Capital
after
t
he
Capital
Contribution.
US$55
million
has
been
contributed
prior
t
o
entering
i
nto
t
he
Joint
Venture
Agreement
a
nd
US$1.5435
billion
is
outstanding;
|
|
|
|
(b)
|
S
MIC
Shanghai
h
as
committed
to
contribute
U
S$155
million,
which
has
b
een
fully
contributed
prior
to
entering
into
the
J
oi
nt
Venture
A
greement,
r
epresenting
4
.43%
of
the
e
nlarged
R
egistered
Capital
after
t
he
Capital
Contribution;
|
|
|
|
(c)
|
China
IC
Fund
has
c
ommitt
ed
to
contribute
U
S$946.5
mill
ion,
which
is
outstanding,
representing
27.04%
of
the
e
nlarged
R
egistered
Capital
after
t
he
Capital
Contribution;
and
|
|
6
|
|
(d)
|
Shanghai
I
C
F
und
has
committed
to
contribute
US$800
million,
which
is
outstanding,
r
epresenting
22.86%
of
t
he
enlarged
Registered
Capit
a
l
a
fter
the
Capital
C
ontr
ibution.
|
|
The
c
onsideration
was
a
rrived
at
after
a
rm’s
length
negotiation
among
the
parties
with
reference
to
t
he
net
a
sset
value,
future
busin
ess
prospect
s
and
developm
ent
potential
of
SMSC.
The
d
ifference
b
etween
the
total
investment
of
US$10.24
b
illion
and
enlarged
Registered
Capital
after
the
Capital
Contribution
o
f
U
S$3.5
b
illion
is
i
ntended
to
b
e
funded
through
debt
financing.
Each
party
shall
complete
30%
of
its
outstanding
contributions
prior
to
30
June
2018,
complete
30%
of
its
outstandi
ng
contributions
prior
to
31
December
2018,
and
complete
the
r
emaining
40%
of
the
c
ontribut
ions
prior
to
30
June
2019
(the
‘‘Time
Frame
’’
)
.
Notwithstanding
the
a
bove,
t
he
capital
c
ontribution
b
y
China
IC
Fund
is
subject
to
the
following
condition
s
(
‘‘
Condition
Precedent
’’
):
|
|
(i)
|
r
eceipt
o
f
t
he
written
appro
val
fro
m
the
c
ompetent
government
authority(ies)
in
Shanghai,
pursuant
to
which
a
g
overnment
subsidy
lasting
for
not
less
than
five
years
w
ith
an
amount
each
year
not
less
than
4%
of
the
total
capital
c
ontribution
of
China
IC
Fund
s
hal
l
b
e
g
rant
e
d
to
SM
SC;
and
|
|
|
|
(ii)
|
the
validity
o
f
t
he
investment
period
of
China
IC
Fund
(after
which
China
IC
fund
cannot
make
capital
c
ontribution
to
SMSC).
|
|
The
parties
have
further
agreed
that
if
China
IC
Fund
fails
t
o
make
Capital
Contribution
in
accordance
with
the
Time
F
rame,
due
to
(i)
t
he
Condition
Precedent
is
not
satisfied
o
r
only
satisfied
within
one
m
onth
prior
to
the
a
ny
deadline
of
t
he
Time
Fra
me;
o
r
(ii)
t
he
expiry
of
the
investment
period
of
China
IC
Fund,
the
failure
by
China
IC
Fund
to
make
its
Capital
Contribution
will
n
ot
constitute
a
breach
of
t
he
Joint
Venture
Agreement.
However,
if
the
Condition
Precedent
is
satisfied
within
one
month
prior
to
any
deadline
of
the
Time
F
rame,
o
r
beyond
a
ny
such
deadline
(but
within
the
investment
period
of
China
IC
Fund),
China
IC
Fund
shall
make
t
he
relevant
capital
contribution
in
accordance
with
the
J
oint
Venture
Agreement
within
one
month
a
fter
the
satisfaction
of
th
e
Condition
Preceden
t.
If
China
IC
Fund
fails
t
o
make
capital
contribution
due
t
o
t
he
Condition
Precedent
cannot
be
met
on
o
r
before
25
August
2019,
and/or
if
China
I
C
Fund
is
unable
t
o
make
capital
contribution
due
to
the
expiry
of
its
investment
period,
such
failure
t
o
make
capital
contribution
will
not
constitute
a
breach
by
China
IC
Fund,
and
t
he
parties
will
fu
rth
er
negotiate
a
nd
amend
t
he
Joint
Venture
Agreemen
t
a
nd
the
articles
of
association
of
SMSC
a
s
well
a
s
other
relevant
legal
documents.
The
c
ash
c
apital
contribution
by
SMIC
Hold
ings
will
be
funded
b
y
t
he
internal
cash
flow.
The
p
roceeds
o
f
t
he
Capital
Contribution
will
be
used
by
SMSC
as
capital
e
xpenditure
and
working
capital.
7
Composition
of
t
he
Board
a
nd
the
S
uperv
isory
Board
of
SMSC
and
General
Management
The
board
of
directors
o
f
S
MSC
will
comprise
five
d
irectors.
S
MIC
H
oldings
and
SMIC
Shanghai
together
a
re
entitled
to
appoint
th
ree
d
irectors
in
total
and
each
of
China
IC
Fund
and
Shanghai
IC
Fund
is
e
ntitled
to
appoint
one
director.
S
MIC
H
oldings
and
SMIC
Shanghai
together
are
e
ntitled
to
nominate
t
he
chairman
of
the
board
of
directors
of
SMSC,
who
will
also
act
a
s
t
he
legal
r
epresentative
o
f
S
MSC.
The
supervisory
board
of
SMSC
will
comprise
three
members.
China
IC
Fund
will
appoint
o
ne
member
who
will
also
be
the
c
hairman
o
f
t
he
supervisory
board.
Each
o
f
Shanghai
IC
Fund
and
the
employees
of
SMSC
will
be
entitled
to
appoint
o
ne
member.
The
Company
will
be
responsible
for
m
anaging
the
d
aily
operations
of
SMSC.
Pre-Emptive
Rights
of
Shareholders
Pursuant
to
the
J
oint
Venture
Agreement,
in
case
of
any
proposed
transfer
of
equity
interest
to
thi
r
d
party(ies),
subjec
t
t
o
ce
rta
in
exceptions,
each
of
t
he
parties
t
o
t
he
Joint
Venture
Agreement
shall
has
a
pre-emptive
right
t
o
subscribe
for
t
he
equity
interest
which
any
party
to
the
J
oint
Venture
Agreement
intends
to
tr
ansfer
to
any
t
hird
party,
on
pro
rata
basis
among
t
he
remaining
non-transfer
parties
and
on
t
erms
not
harsher
than
terms
of
t
ransfer
t
o
t
hird
party(ies).
The
part
y(ies)
that
intend
to
transfer
shares
to
third
party(ies)
are
r
equired
t
o
notify
t
he
non-transfer
parties
t
o
such
proposed
transfer
of
equity
interest.
I
n
case
of
a
ny
further contribution
t
o
t
he
Registered
Capital,
each
party
shall
be
entitled
t
o
a
pro
rata
portion
of
such
proposed Registered
Capital
contribution
equivalent
to
the
r
espective
percentage
of
the
R
egistered
Capital
then
owned
by
each
of
th
e
parties
immediately
prior
to
the
p
ro
posed
R
egistered
Capital
contribution.
Oth
e
r
T
erms
The
t
erm
o
f
operation
of
SMSC
will
be
50
years
f
rom
t
he
date
of
its
e
stablishment.
T
he
parties
will
decide
whether
to
e
xtend
t
he
term
of
operation
of
SMSC
at
least
six
months
prior
to
t
he
expiry
date
of
the
t
erm
o
f
operation,
subject
to
the
approval
of
the
r
elevant
PRC
authorit
ies.
The
Joint
Venture
A
greement
will,
after
being
agreed
and
signed
by
th
e
parties,
t
oget
her
with
the
transactions
contemplated
thereunder,
be
subject
to
the
approval
by
Independent
Shareholders
at
the
EGM.
Upon
obtaining
t
he
regulatory
approvals
and
the
approval
by
the
Independent
Shareholders
at
th
e
EGM,
t
he
Joint
Ven
ture
Agreement
will
become
effective
and
bi
nding
on
the
parties.
T
he
obligations
of
the
parties
under
t
he
Joint
V
enture
Agreement
a
re
subject
to
c
omp
liance
w
ith
a
pplicable
laws
(including
those
of
regulatory
authorities
(including
but
not
limited
to
t
he
Stock
Exchange
and
the
N
ew
York
Stock
E
xchange,
Inc.)).
8
SUMMARY
OF
PRINCIPAL
TERMS
OF
THE
CAPITAL
CONTRIBUTION
AGREEMENT
Date:
30
January
2018
Parties:
To
the
b
est
o
f
t
he
Directors’
knowledge,
inf
ormation
and
b
elief
and
having
made
all
reasonable
enquiry,
Shanghai
IC
Fund
and
it
s
ultimate
b
eneficial
owners
(
other
than
China
IC
Fund)
are
third
parties
i
ndependent
o
f
t
he
Company
and
t
he
connected
persons
of
the
Company.
Subscription
of
Registered
Capital
The
R
egistered
Capital
of
SMSC
will
increase
from
US$210
million
to
U
S$3.5
b
illion.
In
respect
o
f
t
he
increase
of
US$3.29
b
illion,
th
e
parties
h
ave
agreed
that
SMIC
Holdings
will
contribute
the
amount
of
US$1.5435
billion
i
n
c
ash
while
China
IC
Fund
and
Shanghai
IC
Fund
will
c
ontribute
the
R
MB
e
quivalent
o
f
U
S$946.5
million
and
U
S$800
million
i
n
c
ash
(calculated
at
the
middle
exchange
rate
o
f
R
MB
to
US$
a
s
announced
by
the
P
eople’s
Bank
o
f
China
on
the
date
o
f
t
he
contribution),
r
espectively.
Oth
e
r
T
erms
The
Capital
Contribution
Agreement
will,
after
b
eing
agreed
and
signed
b
y
t
he
parties,
together
with
the
transactions
contemplated
thereunder,
be
subject
to
t
he
approval
by
the
Independent
Shareholders
at
the
EGM.
Upon
obtaining
t
he
regulatory
approvals
and
approval
by
the
Independent
Shareholders
at
the
EGM,
t
he
Capital
Contribution
Agreement
will
become
effective
and
binding
on
the
parties.
9
GENERAL
INFORMATION
A
BOUT
SMSC
SMSC
was
established
on
1
D
ecember
2016.
According
to
t
he
unaudited
a
ccounts
o
f
SMSC
prepared
in
accordance
with
IFRS,
a
s
at
31
D
ecember
2017,
SMSC
has
total
assets
and
total
equity
of
approximat
ely
U
S$209.0
million
and
U
S$202.8
million,
respectively.
T
he
net
p
rofit/(loss)
(before
taxation
and
extraordinary
items)
o
f
S
MSC
f
or
the
y
ear
e
nded
31
D
ecember
2017
is
approximat
ely
U
S$(115,240)
and
t
he
net
p
rofit/(loss)
(after
t
ax
ation
and
extraordinar
y
items)
o
f
S
MSC
f
or
the
y
ear
e
nded
31
D
ecember
2017
is
approximately
U
S$(115,240).
S
MSC
will
c
ontinue
to
be
a
s
ubsidiary
of
the
Company
following
completion
of
the
transactions
contemplated
under
t
he
Joint
V
enture
Agreement
and
the
Capital
Contribution
A
greement.
T
he
deemed
disposal
as
a
r
esult
of
the
Capital
Contribution
will
not
result
in
the
r
ecognition
of
any
gain
or
loss
i
n
profit
or
loss
of
the
Group.
REASONS
FOR
AND
BENEFITS
O
F
T
HE
CAPITAL
CONTRIBUTION
SMSC
is
a
12-inch
wafer
f
ab
with
advanced
process
c
apability
built
in
line
with
the
schedule
of
the
Company’s
14
nanometre
and
b
elow
advanced
technology
node
research
and
d
evelopment
and
mass
production.
China
IC
Fund
and
S
hanghai
IC
Fund
mainly
invest
in
the
value
chain
o
f
i
ntegrated
circu
it
industry
v
ia
various
approaches,
p
rimarily
in
integrated
circuit
c
hip
m
anufacturing
as
well
as
chip
designing,
packaging
test
and
equipment
and
materials.
The
12-inch
wafer
f
ab
will
be
built
by
joint
v
enture
partnership
with
China
IC
Fund
and
S
hanghai
IC
Fund
and
t
he
Company
c
ould
speed
up
t
he
introduction
of
advanced
m
anufacturing
process
and
products
with
the
s
upport
o
f
t
he
government
industry
f
unds. T
his
will
a
lso
r
elieve
the
Company
from
spending
large
amount
of
cash
investment
and
d
epreciatio
n
c
ost
c
aused
b
y
t
he
expansion
o
f
a
dvanced
production
capacity.
The
Company
believes
that
such
partnership
with
China
IC
Fund
and
S
hanghai
IC
Fund
through
t
he
Joint
V
enture
Agreement
and
the
Capital
Contribution
Agreement
and
transactions
contemplated
thereunder
a
re
in
the
interests
of
the
Company
and
t
he
Shareholders
a
s
a
whole
and
beneficial
to
the
s
ustainable
development
o
f
t
he
Company.
The
D
irectors
(excluding
i
ndependent
non-executive
D
irectors
whose
view
will
b
e
given
after
taking
i
nto
account
the
a
dvice
f
rom
t
he
i
ndependent
financial
a
dviser)
c
onsider
that
it
is
in
the
b
est
interests
of
the
Company
and
t
he
Shareholders
as
a
whole
to
e
nter
into
the
Joint
V
enture
Agreement
and
the
Capital
Contribution
A
greement
and
t
he
transactions
contemplated
thereunder;
the
t
erms
of
the
Joint
Venture
A
greement
and
t
he
Capital
Contribution
A
greement
are
f
air
and
reasonable;
and
t
he
entering
into
of
the
Joint
Venture
A
greement
and
t
he
Capital
Contribution
A
greement
and
t
he
transactions
contemplated
thereunder
a
re
on
normal
commercial
t
erms
or
better,
in
the
ordinary
and
usual
c
ourse
of
business
of
the
Group
and
i
n
t
he
interests
o
f
t
he
Company
and
t
he
Shareholders
a
s
a
whole.
10
IMPLICATIONS
OF
THE
LISTING
RULES
As
China
IC
Fund
holds
a
pproximately
15.05%
of
the
issued
s
hare
capital
o
f
t
he
Company
through
i
ts
wholly-owned subsidi
ary,
Xinxin
(Hongkong)
Capital
Co.,
Limited,
as
at
the
date
o
f
t
his
announcement,
it
is
a
c
onnected
person
of
the
Company
under
the
L
isting
Rules.
The
transactions
c
ontemplated
under
t
he
Joint
V
enture
Agreement
and
the
Capital
Contribution
A
gree
ment
constitute
connected
transactions
of
the
Company
under
Chapter
14A
of
the
L
isting
Rules.
Pursuant
to
the
J
oint
Venture
Agreement
an
d
t
he
Capital
Contribution Agreement,
a
s
a
result
of
the
Capital
Contribution,
the
Company’s
equity
interest
in
SMSC,
through
SMIC
Holdings
and
SMIC
Shanghai,
will
decrease
from
100%
to
50.1%,
which
constitutes a
deemed
disposal
for
t
he
Company
under
Chapter
14
of
the
Listing
Rules.
As
certain
a
pplica
b
le
p
ercentage
ratios
stipulated
under
Rule
14.07
of
the
L
isting
Rules
in
respect
o
f
t
he
Joint
Ven
ture
Agreemen
t
and
the
Capital
Contribution
A
greement
exceed
5
%
but
are
less
than
2
5%,
t
he
transact
ions
contemplated
under
t
he
Joint
V
enture
Agreement
and
the
Capital
Contribution
A
greeme
nt
constitute
discloseable
transactions
of
the
Company
under
Chapter
14
of
the
L
isting
Rules,
and
a
non-exempt
connected
transaction
subject
to
r
e
porting,
announcement
and
the
Independent
Shareholders’
approval
requirements
o
f
Chapter
14A
of
the
L
isting
Rules.
In
accordance
with
the
L
isting
Rules,
an
Independent
B
oard
Committee
will
b
e
established
to
a
dvise
and
provide
r
ecomme
ndation
to
t
he
Independent
Shareholders
on
the
Joint
Venture
A
greement,
t
he
Capital
Contribution
A
greement
and
t
he
transactions
co
ntemp
l
at
ed
thereund
er
and
to
a
dvise
th
e
Independent
Shareholders
on
how
to
vote.
An
independent
financial
a
dviser
will
be
appointed
to
advise
the
Independent
Board
Committee
and
t
he
Independent
Shareholders
on
the
J
oi
nt
Venture
A
greement,
the
Capital
Contribution
A
greement
and
t
he
transactions
contemplated
thereunder.
11
GENERAL
At
the
EGM,
ordinary
r
esolutions
will
be
proposed
to
the
Independent
Shareholders
to
approve
t
he
Joint
V
enture
Agreement
and
the
Capital
Contribution
Agreement.
As
China
IC
Fund
is
a
c
onnected
person
of
the
Company,
i
ts
wholly-owned
subsidiary
Xinxin
(Hongkong)
Capital
Co., Ltd.
and
other
a
ssocia
t
es
(
a
s d
efined
in
th
e
L
isti
n
g
Rules)
of
China
IC
Fund
will
abstain
f
rom
v
oting
on
t
he
ordinary
resolutions
to
approve
the
Joint
Venture
A
greement
and
t
he
Capital
Contribution
Agreement.
Apart
f
rom
Xinxin
(Hongkong)
Capital
Co.,
Limited
and
other
a
ssociates
of
China
IC
Fund,
no
other
Shareholder
will
be
required
to
abstain
from
voting
on
the
r
elevant
r
esolutions
at
th
e
EGM.
No
Direct
or
is
considered
t
o
have
a
material
i
nt
erest
in
t
he
Join
t
Venture
Agreement
o
r
the
Capital
Contribution
Agreement
which
would
have
r
equired
t
he
Director
to
abstain
from
voting
at
the
B
oard
meeting
a
uthorising
the
J
oint
Venture
Agreement
and
t
he
Capital
Contribution
Agreement.
The
Company
expects
to
dispatch
a
circular
to
th
e
S
har
e
hold
e
r
s
on
or
b
ef
ore
9
Mar
c
h
2018
a
s
t
ime
is
n
eeded
to
finalise
t
he
contents
therein
c
ontaining,
among
other
t
hings,
(i)
further
d
etails
on
the
Joint
Venture
A
greement
and
the
Capital
Contribution
Agreement;
(ii)
a
l
etter
f
rom
t
he
Independent
Board
Co
mmittee
to
the
Independent
Shareholders;
(iii)
a
l
etter
f
rom
t
he
independent
financial
a
dviser
containing
its
a
dvice
to
t
he
Independent
Board
Co
mmit
t
ee
and
t
he
Independent
S
hareho
lders;
and
(iv)
a
no
tice
con
vening
t
he
EGM.
INFORMATION
ABOUT
THE
P
ARTIES
The
Company,
SMIC
H
oldings
and
SMIC
S
hanghai
The
Company
is
one
o
f
t
he
leading
semicondu
ctor
foundries
i
n
t
he
world
and
t
he
largest
and
m
ost
a
dvanced
f
oundry
i
n
t
he
PRC.
T
he
Company
provides
integrated
circuit
foundry
and
technology
services
at
0.35-mi
cron
to
28-nanometer.
Headquartered
i
n
Shanghai,
the
PRC,
t
he
Company
h
as
a
300mm
w
afer
fabrication
facility
(
fab)
and
a
200mm
mega-fab
i
n
S
hanghai;
a
300mm
meg
a-fab
and
a
second
majority
owned
300mm
fab
under
d
evelopment
f
or
advance
nodes
i
n
Beijing;
200mm
f
abs
i
n
T
ianjin
and
Shenzhen.
The
Company
also
has
m
arketing
and
c
ustomer
service
offices
i
n
t
he
United
States,
Europe,
Japan,
and
Taiwan,
and
a
representative
office
in
Hong
Kong.
S
MIC
Shanghai
is
a
wholly-owned
subsidiary
of
th
e
Company
established
i
n
t
he
PRC.
S
MIC
Holdings,
a
s
a
multinational
company’s
regi
onal
headquarters,
was
formed
in
2015
and
is
a
wholly-owned
s
ubsidiary
of
the
Company.
China
IC
F
und
China
IC
Fund,
incorporated
in
September
2014,
mainly
invests
in
the
value
chain
o
f
integrated
circuit
i
ndustry
v
ia
various
approa
ches,
p
rimarily
in
integrat
ed
circuit
c
hip
manufacturing
a
s
well
a
s
c
hip
d
esigning,
p
ackaging
test
and
e
quipment
and
materials.
12
Fund
investors
include
CDB
Capital,
China
National
Tobacco
Corporation,
Beijing
Yizhuang
International
I
nvestment
and
Development
Co.,
Ltd.,
China
Mobile
Communications
Corporation,
Shanghai
Guos
heng
(Group)
Co.,
Ltd.,
Beijing
Purple
Communications
Technology
Group
Ltd
and
Sino
IC
Capital
Co.,
Ltd.
Shanghai
IC
Fund
Shanghai
IC
Fund
is
currently
t
he
largest
loc
al
integrated
circuit
i
ndustry
investment
fund
in
Shanghai,
the
investo
rs
of
which
include,
among
others,
Shanghai
S&T
Venture
Capital
(
Group)
Co.,
Ltd.,
S
AIC
Capital
Co.,
Ltd.,
China
IC
Fund,
Shanghai
Guo
Sheng
Group
Co.,
Ltd.
and
Shanghai
Internationa
l
Group.
The
fund’s
investment
focuses
on
the
i
ntegrated
c
ircuit
manufacturing
industr
y
and
extends
to
t
he
entire
industry
c
hain.
The
f
und
a
ims
to
invest
and
build
i
ndustrial
s
tar
enterprises
and
e
nhance
c
orporate
value
and
a
ccelerate
t
he
coordinated
d
evelopme
nt
of
integrated
circuit
i
ndustry
c
hain.
DEFINITIONS
In
this
announcement,
the
following
words
have
the
following
meanings
unless
the
contex
t
r
equires
oth
erwise:
|
‘‘
associates’
’
|
|
shall
h
ave
the
meaning
assigned
to
it
under
t
he
Listing
R
ules;
|
|
|
|
|
|
‘‘Board’’
|
|
t
he
board
o
f
D
irectors;
|
|
|
|
|
|
‘‘
China
IC
Fund’
’
|
|
國家集成電路
產
業投資基金股
份
有限公司
(China
Integrated Circuit
I
ndustry
I
nvestment
F
und
Co.,
Ltd.*),
a
company
established
under
the
laws
o
f
t
he
PRC;
|
|
|
|
|
|
‘‘
Cap
i
ta
l
Contribution’
’
|
|
the
c
apital
contribution
to
t
he
Regi
st
ered
Capita
l
b
y
S
MIC
Holdings,
S
MIC
Shanghai,
China
IC
Fund
and
S
hanghai
IC
Fund
which
will
result
in
the
increase
i
n
t
he
Registered
Capital
from
US$210
million
to
U
S$3.5
b
illion;
|
|
|
|
|
|
‘‘
Cap
i
ta
l
Contribution
Agreement’
’
|
|
the
capital
contribution
agreement
entered
into
among
SMIC
Holdings,
SMIC
Shanghai,
China
IC
Fund
and
Shanghai
I
C
Fund
on
30
January
2018
in
r
elation
t
o
Capital
Contribution;
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‘‘Company’’
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|
Semiconductor
Manufactu
ring
International
Corporation
(
中
芯
國際集成電路製造有限公司
*),
a
company
i
ncorporated
in
the
Cayman
Islands
w
ith
limited
liability,
the
s
hares
o
f
which
are
listed
on
the
m
ain
board
of
the
S
tock
Exchange
and
the
American
depositary
shares
of
which
a
re
listed
on
th
e
N
ew
York
Stoc
k
Exc
hange,
Inc.
;
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‘‘
Director(s)’
’
|
|
t
he
director(s)
o
f
t
he
Company;
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13
|
‘‘
EGM’
’
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|
t
he
extraordinary
general
meeting
o
f
t
he
Company
proposed
to
be
held
to
approve,
among
other
t
hings,
the
Joint
Venture
Agreement,
the
Capital
Contribution
A
greement
and
t
he
transaction
s
co
ntemplat
ed
thereund
er;
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‘‘
Group’
’
|
|
t
he
Company
and
its
subsidiaries;
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‘‘
Hong
Kong’’
|
|
the
Hong
Kong
Special
Ad
mini
strative
Regi
on
of
the
PRC;
|
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‘‘
IFRS’
’
|
|
International A
ccounting
Standards,
International
F
inancial
Reporting Standards,
amendments
and
t
he
related
interpretations
issued
b
y
t
he
international
A
ccounting
Standards
B
oard
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‘‘
Independent
Board
Committee’
’
|
|
the
i
ndependent
committee
o
f
t
he
Board
that
consists
of
all
independent
n
on-executive
D
irectors
who
have
no
direct
or
indirect
interest
in
the
Joint
Venture
A
greement
other
than,
where
a
pplicable,
b
eing
a
Shareholder;
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‘‘
Independent
Shareholders’
’
|
|
in
relation
to
the
Joint
Venture
A
greement
and
t
he
Capital
Contribution
A
greement,
Shareholders
other
than
X
inxin
(
Hong
Kong)
Capital
Co.,
Limited
and
other
a
ssociates
o
f
China
IC
Fund;
|
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‘‘
Jo
i
nt
Ve
ntur
e
Agreement’
’
|
|
the
joint
venture
a
greement
entered
i
nto
a
mong
SMIC
Holdings,
SMIC
Shanghai,
China
IC
Fund
and
Shanghai
I
C
F
und
on
30
January
2018
in
relation
to
the
Capital
Contribution;
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‘‘
L
is
t
i
n
g
Ru
les’’
|
|
th
e
Ru
les
Go
ve
rn
i
n
g
t
he
Listing
o
f
Securities
on
T
he
Stock
Exchange
of
Hong
Kong
Limited;
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‘‘PRC’’
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|
the
P
eople’s
R
epublic
o
f
China
(for
the
p
urposes
of
this
announcement
excluding
Hong
Kong,
Macau
Special
Administrative
Region
of
the
P
eople’s
R
epublic
of
China
and
Taiwan);
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‘‘
Registered
Capital’
’
|
|
t
he
registered
capital
o
f
SMSC;
|
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‘‘
Shanghai
IC
Fund’
’
|
|
上
海集成電路
產
業投資基金股
份
有限公司
(Shanghai
Integrated
Circuit
Industry
Investment
Fund
Co.,
Ltd*),
a
company
established
under
the
laws
of
the
PRC
and
is
owned
a
s
to
approximately
10.53%
by
China
IC
Fund;
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‘‘
Shareholder(s)’
’
|
|
the
h
older(s)
of
the
Share(s);
|
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‘‘Shares’’
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|
ordinary
shares
of
par
value
US$0.004
each
in
the
s
hare
capital
of
the
Company;
|
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‘‘
SMIC
Holdings’
’
|
|
SMIC
Holdings
Corporation*
(
中
芯國際控股有限公司
),
a
limited
liability
company
established
in
the
PRC
and
a
wholly-
owned
s
ubsidiary
of
the
Company;
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14
|
‘
‘
SMI
C
Shanghai
’
’
|
|
中
芯
國
際集
成
電路
製
造
（
上
海
）
有
限
公
司
(Semiconductor
Manufacturing International
(
Shanghai)
Corporation*),
a
wholly
foreign-owned
e
nterpris
e
e
stablished
in
the
PRC
and
a
wholly-owned
s
ubsidiary
of
the
Company;
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‘‘S
M
S
C
’’
|
|
中
芯南方集成電路製造有限公司
(Semiconductor
Manufacturing
South
China
Corporation*),
a
Chi
nese-foreign
j
oint
venture
established
under
t
he
laws
of
the
PRC
and
a
wholly-owned
subsidiary
of
the
Company
whose
r
egistered
c
apital
prior
to
t
he
Capital
Contribution
is
US$210
million,
of
which
77%
is
owned
by
SMIC
Shanghai
and
23%
is
owned
b
y
S
MIC
H
oldings;
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‘‘
Stock
Exchange’
’
|
|
T
he
Stock
Exchange
o
f
Hong
Kong
Limited;
|
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‘‘
United
States’
’
|
|
the
U
ni
ted
S
tates
o
f
A
merica;
|
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‘‘US$’’
|
|
Un
i
ted
S
tates
do
l
lar,
the
lawful
c
u
rrency
o
f
t
he
Un
ited
States;
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‘‘
%
’’
|
|
p
e
r
ce
nt.
|
15
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,
30
January
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
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|
*
|
For
ide
ntification
p
urpo
ses only
|
|
16