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
SIGNA
TURES
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.
|
|
|
Semiconductor Manufacturing International Corporation
|
|
|
|
|
|
Date: August 16, 2018
|
|
By:
|
/s/ Dr. Gao Yonggang
|
|
|
|
|
Name:
|
Dr. Gao Yonggang
|
|
|
|
|
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)
CONNECTED TRANSACTION
CAPITAL CONTRIBUTION AND DEEMED DISPOSAL OF EQUITY INTEREST IN SGS
|
|
|
CAPITAL CONTRIBUTION AND DEEMED DISPOSAL OF EQUITY INTEREST
On 1
March
2018, SMIC
Holdings, Triplecores
and
IC
SPACES entered
into
a
joint venture agreement
in
relation
to
the
establishment
of
SGS
in
the PRC,
pursuant
to
which the
registered capital
of
SGS
is
US$10
million.
SMIC
Holdings
and
Triplecores agreed
to
make cash
contributions
in US
Dollars
and
IC
SPACES agreed
to
make
cash contribution
in
Renminbi
to the
registered capital
of SGS in
the
sum of
US$6
million,
US$3
million
and US$1
million, respectively.
As a
result,
the
Company holds, through
SMIC
Holdings,
60.00%
of
the
equity
interest
of
SGS.
On 10
August
2018, SMIC
Holdings, Triplecores,
IC
SPACES
and Sino
IC
Leasing
had agreed
to
amend the joint
venture agreement
dated
1
March 2018
through the Amended
JV
Agreements, pursuant
to
which:
(i)
SMIC
Holdings
will not
make additional capital contribution
in
the
registered capital
of
SGS and
Triplecores, IC SPACES
and Sino
IC
Leasing
will make
additional capital contributions
in
the registered capital
of SGS in
the sum
of
US$2
million,
US$3
million
and
US$5
million, respectively;
(ii) the
registered capital
of
SGS will
increase
from US$10
million
to
US$20
million;
(iii)
the
Company’s equity interest
in
SGS,
through
SMIC
Holdings,
will
decrease
from
60.00%
to
30.00%;
and (iv) SGS will
be
owned
by
China
IC
Fund, though
Sino
IC
Leasing,
as
to
approximately
8.08%.
|
*
For
identification purposes
only
3
|
|
|
|
|
LISTING RULES IMPLICATIONS
|
|
As
China
IC
Fund holds
approximately 14.82%
of
the
issued
share
capital
of
the Company through
its
wholly-owned subsidiary, Xinxin (Hongkong) Capital Co., Limited,
as at
the date
of
this
announcement,
it is a
connected person
of
the
Company
under
the
Listing Rules. Further,
as
China
IC
Fund holds
approximately 32.31% of
the issued share
capital
of
Sino
IC
Leasing,
as at
the date
of
this
announcement, Sino
IC
Leasing
is
an
associate
of
a
connected person
of the
Company
under the
Listing Rules.
The
transactions contemplated
under the
Amended
JV
Agreement constitute connected
transactions
of
the
Company
under
Chapter
14A
of
the
Listing
Rules.
|
|
Pursuant
to
the
Amended
JV
Agreement,
the
Company’s equity interest
in
SGS, through
SMIC
Holdings,
will
decrease
from
60.00%
to
30.00%,
which
constitutes a deemed disposal
for
the
Company
under
Chapter
14 of
the
Listing
Rules.
|
|
As
certain applicable percentage ratios stipulated
under Rule 14.07
of
the
Listing
Rules
in
respect
of
the
Amended
JV
Agreement exceed
0.10% but
are
less than
5.00%,
the
transactions contemplated
under
the
Amended
JV
Agreement
constitute
a
connected transaction
of
the
Company subject
to
the
reporting
and
announcement requirements
of
Chapter
14A
of
the
Listing
Rules
and
is
exempted
from
the independent
shareholders’
approval
requirements
of
Chapter
14A
of
the
Listing
Rules.
|
On 1
March
2018, SMIC
Holdings, Triplecores
and
IC
SPACES entered
into
a
joint venture agreement
in
relation
to
the
establishment
of
SGS
in
the PRC,
pursuant
to
which
the
registered capital
of
SGS
is
US$10
million.
SMIC
Holdings
and
Triplecores agreed
to
make
cash
contributions
in US
Dollars
and
IC
SPACES agreed
to
make
cash contribution
in
Renminbi
to
the
registered capital
of
SGS
in
the sum
of
US$6
million,
US$3
million
and US$1
million, respectively.
As a
result,
the
Company holds, through
SMIC
Holdings, 60.00%
of the
equity interest
of
SGS.
On 10
August
2018, SMIC
Holdings, Triplecores,
IC
SPACES
and Sino
IC
Leasing had agreed
to
amend
the
joint
venture agreement
dated
1
March 2018
through
the
Amended
JV
Agreements, pursuant
to
which:
(i) SMIC
Holdings
will not make
additional capital contribution
in
the
registered capital
of
SGS and
Triplecores,
IC
SPACES
and Sino
IC
Leasing
will make
additional capital contributions
in
the
registered capital
of
SGS
in
the
sum
of
US$2
million,
US$3
million
and
US$5
million, respectively;
(ii) the
registered capital
of
SGS will
increase
from US$10
million
to
US$20
million;
(iii) the
Company’s equity interest
in
SGS,
through
SMIC
Holdings,
will
decrease
from
60.00%
to
30.00%;
and (iv)
SGS
will
be
owned
by
China
IC
Fund,
though
Sino
IC
Leasing,
as
to
approximately
8.08%.
4
SUMMARY OF PRINCIPAL TERMS OF THE AMENDED JV AGREEMENT
Date:
10 August 2018
Parties:
To
the best
of
the
Directors’ knowledge, information
and
belief
and
having
made
all reasonable enquiry, Triplecores,
IC
SPACES, Sino
IC
Leasing
and their
ultimate
beneficial owners (other
than China
IC
Fund) are third
parties independent
of
the Company
and its
connected
persons.
Business Scope of SGS
SGS
principally engages
in
the
renovation, refinement, installation, maintenance and
sales
of
second-hand semiconductor equipment
and
accessories; development, production
and sales
of
semiconductor equipment;
the
technology service relating
to
production and development equipment
of
semiconductor;
import
and
export
of
self-operated
or
agent
cargo and
technology; development, production,
sales and
consultation
of
functional materials, devices, accessories
and
relevant products relating
to
semiconductor.
Capital Contribution Arrangement
Pursuant to the Amended JV Agreement, the total cash contributions to the registered capital of SGS by the parties is US$20 million and the capital contributions are not subject to any conditions.
Pursuant to the Amended JV Agreement, the parties to the joint venture agreement dated 1 March 2018 contributed in aggregate US$10 million of the registered capital of SGS comprising: (1) SMIC Holdings had made cash contribution of US$6 million; (2) Triplecores had made cash contribution of US$3 million; and (3) IC SPACES had made cash contribution of US$1 million.
5
In
addition, pursuant
to
the
Amended
JV
Agreement, within
two
months
from the day
of completion
of
change
of
industry
and
commerce registration
of
SGS,
the
parties
to
the Amended
JV
Agreement
(except SMIC
Holdings) contribute
in
aggregate additional
US$10
million
of the
registered
capital
of
SGS,
whereas:
(i)
Triplecores
makes cash
contribution
in
US
Dollars
in
the sum
of
US$2
million;
(ii)
IC
SPACES
makes
cash contribution
in
Renminbi
in
the sum
of
US$3
million;
and (iii) Sino
IC
Leasing makes
cash
contribution
in
Renminbi
in
the
sum
of
US$5
million.
The
consideration
was
arrived
at
after arm’s
length negotiation
among the
parties with reference
to the
net asset
value, future business prospects
and
development potential of
SGS. The
cash
capital contribution
from SMIC
Holdings
is
intended
to
be
funded through internal
cash flow. The
capital contributions
will
be
applied
by
SGS to
capital expenditure
and
working
capital.
Composition of the Board of Directors and the Supervisory Board of SGS and the General Management
The board
of
directors
of
SGS will
comprise
seven
directors.
SMIC
Holdings
is
entitled
to
appoint
three
directors
(one
of
which
is the
chief
executive officer nominated
by
SMIC Holdings),
Sino
IC
Leasing
is
entitled
to
appoint
two
directors
and each
of
Triplecores
and
IC
SPACES
is
entitled
to
appoint
one
director.
The
chairman
of
the board
of directors
of
SGS shall
be
one
of
the
directors appointed
by
SMIC
Holdings.
The
chief executive officer nominated
by
SMIC
Holdings
will also act
as
the legal
representative of SGS.
The supervisory board of SGS will comprise five members. Each of SMIC Holdings, Triplecores and IC SPACES is entitled to appoint one member of the supervisory board. The employees of SGS is entitled to appoint two members of the supervisory board.
The senior
management
of
SGS,
including
the chief
executive officer,
the
deputy executive officer
and the
financial manager,
will
be
responsible
for
managing
the
daily operations.
Pre-Emptive Rights of Shareholders
Pursuant
to
the
Amended
JV
Agreement,
in
case
of
any
proposed transfer
of
equity interest
to
third
party(ies), subject
to
certain exceptions,
each
of
the
parties
to
the Amended
JV
Agreement
shall have
a pre-emptive
right
to
subscribe
for the
equity interest
which any party
to
the
Amended
JV
Agreement intends
to
transfer
to
any third
party,
on
terms
not
harsher
than
terms
of
transfer
to
third
party(ies).
6
Other Terms
The term
of
operation
of
SGS will
be
50
years from the date
of
issuance
of its
business licence.
The
parties
will
decide whether
to
extend
the term
of
operation
of
SGS
at
least
180 days prior
to
the
expiry
date
of
the term
of
operation, subject
to
the
approval
of
the relevant
PRC
authorities.
GENERAL INFORMATION ABOUT SGS
SGS was
established
on 22
March 2018.
According
to the
unaudited accounts
of
SGS prepared
in
accordance
with
Chinese Accounting Standards
for
Business Enterprises, as
at 31
July 2018, SGS has total
assets
and total
equity
of
approximately US$14.98 million
and
US$9.81 million, respectively.
The net
profit/(loss) (before taxation and extraordinary
items)
of
SGS for the
period
from 1 May 2018
to 31
July 2018
is approximately US$0.27 million
and the net
profit/(loss) (after taxation
and
extraordinary items)
of
SGS for the
period
from 1 May 2018
to 31
July 2018
is
approximately US$0.21 million.
SGS will cease
to be
a
subsidiary
of
the
Company following completion
of
the transactions contemplated
under the
Amended
JV
Agreement.
The
deemed disposal
as
a
result
of
the
Amended
JV
Agreement
will not
result
in
the
recognition
of any
gain
or
loss
in
profit
or
loss
of
the
Group.
REASONS FOR AND BENEFITS OF THE CAPITAL CONTRIBUTION
As
China
IC
Fund
mainly invests
in
the value chain
of
integrated circuit industry via various approaches, primarily
in IC
chip
manufacturing
as
well
as
chip
designing, packaging
test and
equipment
and
materials,
the
Company believes
that such
joint venture
will build
up
SGS
at a
faster
pace and
capture
more
business
opportunities.
The
Company believes
that such joint
venture
with
Triplecores,
IC
SPACES
and
Sino
IC
Leasing through
the
Amended
JV
Agreement
and
transactions contemplated thereunder
are
in
the
interests
of
the
Company
and
the
Shareholders
as
a whole and
beneficial
to
the sustainable development
of
the
Company.
The
Directors (including
the
independent non- executive Directors) consider
that
it is in
the best
interests
of the
Company
and
the Shareholders
as
a whole
to
enter into the
Amended
JV
Agreement
and the
transactions contemplated thereunder;
the
terms
of the
Amended
JV
Agreement
are
fair
and reasonable;
and the
entering
into
of
the
Amended
JV
Agreement
and the
transactions contemplated thereunder
are
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.
7
IMPLICATIONS
OF THE LISTING RULES
As
China
IC
Fund holds
approximately 14.82%
of
the
issued
share
capital
of
the Company through
its
wholly-owned subsidiary, Xinxin (Hongkong) Capital Co., Limited,
as at
the date
of
this
announcement,
it is a
connected person
of
the
Company
under the
Listing Rules.
As
China
IC
Fund holds
approximately 32.31%
of
the
issued
share
capital
of
Sino
IC
Leasing,
as at
the date
of
this
announcement,
Sino
IC
Leasing
is
an
associate
of a
connected person
of the
Company
under
the
Listing Rules. The transactions contemplated
under the
Amended
JV
Agreement constitute connected transactions
of
the
Company
under
Chapter
14A
of
the
Listing
Rules.
Pursuant to the Amended JV Agreement, the Company’s equity interest in SGS, through SMIC Holdings, will decrease from 60.00% to 30.00%, which constitutes a deemed disposal for the Company under Chapter 14 of the Listing Rules.
As
certain applicable percentage ratios stipulated
under Rule 14.07
of
the
Listing Rules
in
respect
of
the
Amended
JV
Agreement exceed
0.10% but are less than
5.00%, the transactions contemplated
under
the
Amended
JV
Agreement constitute
a
connected transaction
of the
Company subject
to the
reporting
and
announcement requirements
of
Chapter
14A
of the
Listing
Rules and
is
exempted
from
the
independent shareholders’ approval
requirements
of
Chapter
14A
of
the
Listing
Rules.
No
Director
is
considered
to
have
a
material interest
in the
Amended
JV
Agreement
which would have
required
the
Director
to
abstain
from
voting
at the
Board
meeting authorising
the
Amended
JV
Agreement.
INFORMATION
ABOUT THE
PARTIES
The Company and SMIC Holdings
The
Company
is
one
of the
leading semiconductor foundries
in
the
world and the
largest
and most
advanced foundry
in
the PRC. The
Company provides integrated circuit foundry
and
technology services
at
0.35-micron
to
28-nanometer. Headquartered
in
Shanghai,
the PRC,
the
Company
has
a 300mm wafer
fabrication facility
(fab) and a 200mm
mega-fab
in
Shanghai;
a 300mm
mega-fab
and a
second majority
owned
300mm
fab under
development
for
advance
nodes
in
Beijing;
200mm fabs
in
Tianjin and Shenzhen.
The
Company
also has
marketing
and
customer service offices
in
the
United States, Europe,
Japan, and
Taiwan,
and a
representative office
in
Hong Kong.
SMIC Holdings,
as
a
multinational company’s regional headquarters,
was
formed
in
2015 and
is
a
wholly-owned subsidiary
of
the
Company.
Triplecores
Triplecores
is
a semiconductor equipment related service company
which
has
three
core business
units.
Utilizing
two
clean rooms located
in
Korea
and
China,
Triplecores likes
to
deliver
most
cost
effective
and
on-time delivery service
to
global customers. Triplecores
is
gradually moving
into
equipment components
and
clean air
environment management
in
the
semiconductor
and
neighboring equipment
industries.
8
IC SPACES
IC
SPACES
is a
group
company registered
in
China, mainly engaged
in
industry investment, investment management
and
assets management.
With the rapid
growth of China’s integrated circuit industry
in
recent
years,
IC
SPACES
has
always adhered
to
the
concept
of ‘‘win-win
cooperation’’, and
has
established strategic partnerships with industry leaders
and
has
maintained
close
relations
with
enterprise
in
the supply
chain.
So
far,
has
achieved
outstanding
performance
regarding
its
investment.
Sino IC Leasing
Sino IC Leasing 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.
DEFINITIONS
In
this
announcement,
the
following
words have the
following meanings unless the
context
requires
otherwise:
|
‘‘Amended JV Agreement’’
|
|
the amended
and
restated
joint venture
agreement
dated
10
August
2018
entered
into among SMIC
Holdings, Triplecores,
IC
SPACES
and Sino
IC
Leasing;
|
|
|
|
|
|
‘‘associates’’
|
|
shall have the
meaning assigned
to it
under
the
Listing Rules;
|
|
|
|
|
|
‘‘Board’’
|
|
the
board
of
Directors;
|
|
|
|
|
|
‘‘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;
|
|
|
|
|
|
‘‘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.;
|
|
|
|
|
|
‘‘Director(s)’’
|
|
the
director(s)
of
the
Company;
|
|
|
|
|
|
‘‘Group’’
|
|
the Company
and its
subsidiaries;
|
|
|
|
|
|
‘‘Hong
Kong’’
|
|
the
Hong
Kong
Special
Administrative
Region
of
the
PRC;
|
|
|
|
|
|
‘‘IC
SPACES’’
|
|
IC
SPACES
Holdings
Co.
,
Ltd* (
芯空間控股有限公司
), a
limited
liability
company
established
in
the
PRC;
|
|
|
|
|
9
|
‘‘Listing
Rules’’
|
|
the
Rules
Governing
the
Listing
of
Securities
on The
Stock Exchange
of
Hong Kong
Limited;
|
|
|
|
|
|
‘‘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);
|
|
|
|
|
|
‘‘Renminbi’’
|
|
the lawful currency
of
the
PRC;
|
|
|
|
|
|
‘‘SGS’’
|
|
Semiconductor
Global Solutions Co., Ltd.* (盛吉盛（寧波）半導體科技有限公司), a Chinese-foreign equity joint venture established
in
the
PRC;
|
|
|
|
|
|
‘‘Shareholder(s)’’
|
|
the
holder(s)
of
the
Share(s);
|
|
|
|
|
|
‘‘Shares’’
|
|
ordinary shares
of
par value
US$0.004
each
in
the share
capital
of
the
Company;
|
|
|
|
|
|
‘‘Sino
IC
Leasing
’’
|
|
Sino IC Leasing Co., Ltd.* (芯鑫融資租賃有限責任公司), a limited liability company established in the PRC with approximately 32.31% of the issued share capital held by China IC Fund;
|
|
|
|
|
|
‘‘SMIC
Holdings’’
|
|
SMIC
Holdings
Corporation*
(
中芯國際控股有限公司
),
a
limited
liability
company established
in
the PRC and a
wholly-
owned subsidiary of the Company;
|
|
|
|
|
|
‘‘Stock
Exchange’’
|
|
The Stock Exchange
of
Hong Kong
Limited;
|
|
|
|
|
|
‘‘Triplecores’’
|
|
Triplecores
Korea Co., Ltd.,
a
limited
liability company established
in
the
Republic
of
Korea;
|
|
|
|
|
|
‘‘United
States’’
|
|
the
United
States
of
America;
|
|
|
|
|
|
‘‘US$’’ or ‘‘US Dollars’’‘‘%’’
|
|
United States dollar,
the
lawful currency
of the
United States; and
percent.
|
By order of the Board
Semiconductor Manufacturing International Corporation
Gao Yonggang
Executive Director, Chief Financial Officer and Joint Company Secretary
Shanghai, PRC, 14 August 2018
10
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