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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|
|
|
|
|
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|
Date: November 29, 2018
|
|
By:
|
/s/ Dr. Gao Yonggang
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|
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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)
CONTINUING CONNECTED TRANSACTIONS IN RELATION TO CENTRALISED FUND MANAGEMENT AGREEMENT
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CENTRALISED FUND MANAGEMENT AGREEMENT
Reference is made to the Company’s announcement dated 8 July 2016 in relation to the execution of the 2016 Centralised Fund Management Agreement in relation to the internal deposit services, collection and payment services and foreign exchange services, internal loan services, provision of letter of credit services and other financial services. As the 2016 Centralised Fund Management will expire on 31 December 2018 and the transactions contemplated thereunder will continue to be entered into on a recurring basis, the Company, SMIC Beijing and SMNC will enter into the Centralised Fund Management Agreement to continue the transactions originally covered under the 2016 Centralised Fund Management Agreement.
The Company announces that on 29 November 2018, the Company, SMIC Beijing and SMNC entered into the Centralised Fund Management Agreement in relation to: (i) the Company authorising its wholly-owned subsidiary SMIC Beijing to carry out centralised management of the Group’s RMB fund and foreign exchange in accordance with the relevant PRC laws and regulations; and (ii) SMNC participating in the Group’s centralised fund management system. SMIC Beijing will provide internal deposit services, collection and payment services, foreign exchange services, internal loan services, provision of letter of credit services and other financial services to SMNC pursuant to the Centralised Fund Management Agreement.
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*
|
For
identification purposes
only
|
3
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|
IMPLICATIONS UNDER THE LISTING RULES
As
China
IC
Fund
holds
approximately
15.82% 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.
As at
the
date
of
this
announcement,
the
registered
capital
of
SMNC
is
held
as to
approximately
51% and 32%
by
the
Group
and
China
IC
Fund,
respectively.
SMNC
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.
As
one
or
more
of
the
applicable percentage
ratios (other than
the
profits ratio)
in
respect
of
each
of
the
Annual Caps (other than
the
Other
Financial Services
Cap)
exceed
5%, the
transactions contemplated
under
the
Centralised
Fund
Management Agreement
will
constitute continuing connected transactions subject
to
the
reporting,
announcement
and the
Independent Shareholders’ approval requirements
of
Chapter
14A
of
the
Listing
Rules.
As
one
or
more
of
the
applicable percentage
ratios
(other
than
the
profits
ratio)
in
respect
of
the
Other
Financial Services
Cap are
more than 0.1%
but
less than
5%, the
transaction
is
subject
to
the
reporting, announcement and
annual review
requirements
but
exempt from
the
Independent Shareholders’
approval
requirement
under
Chapter
14A
of
the
Listing
Rules.
In
accordance
with
the
Listing
Rules,
the
Independent
Board
Committee
has
been
established
to
advise
and
provide recommendation
to
the
Independent Shareholders
on
the
Centralised
Fund
Management Agreement
(including
the
transactions contemplated thereunder
and the
Annual Caps)
and
to
advise
the
Independent
Shareholders
on
how
to
vote.
Messis
Capital Limited
has
been
appointed
by
the
Company
as
the
Independent
Financial Adviser
to
advise
the
Independent
Board
Committee
and the
Independent
Shareholders
on
the
Centralised
Fund
Management Agreement (including
the
transactions contemplated thereunder
and the
Annual
Caps).
GENERAL
At
the
EGM,
an
ordinary
resolution
will
be
proposed
to
the
Independent
Shareholders
to
approve
the
Centralised
Fund
Management Agreement
and
any
transactions contemplated
thereunder.
As
China
IC
Fund
is a
connected
person
of
the
Company,
its
wholly-owned
subsidiary
Xinxin
(Hongkong) Capital
Co.,
Limited
and its
other
associates
(as
defined
under
the
Listing
Rules) will
abstain
from voting
on
the
ordinary resolution
to
approve
the
Centralised
Fund
Management Agreement
and any
transactions
contemplated
thereunder.
Apart from Xinxin
(Hongkong) Capital
Co.,
Limited
and
other
associates
of
China
IC
Fund,
no
other
Shareholder
will
be
required
to
abstain
from
voting
on
this
resolution
at
the
EGM
|
4
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|
The Company expects to dispatch a circular to the Shareholders on or before 11 December 2018. The circular contains, among other things, (i) further details on the Centralised Fund Management Agreement; (ii) a letter from the Independent Board Committee to the Independent Shareholders; (iii) a letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders together with (iv) a notice convening the EGM.
|
CENTRALISED FUND MANAGEMENT AGREEMENT
Reference
is
made
to
the
Company’s announcement
dated
8
July 2016
in
relation
to
the
execution
of
the
2016
Centralised
Fund
Management Agreement
in
relation
to
the
internal deposit services, collection
and
payment
services
and
foreign exchange
services,
internal
loan
services, provision
of
letter
of
credit services
and
other
financial services.
As
the
2016
Centralised
Fund
Management
will expire
on 31
December
2018
and
the
transactions contemplated thereunder
will
continue
to be
entered
into
on
a recurring
basis,
the
Company,
SMIC
Beijing
and
SMNC will enter into
the
Centralised
Fund
Management Agreement
to
continue
the
transactions originally
covered under
the
2016
Centralised
Fund
Management
Agreement.
The
Company announces
that
on 29
November
2018,
the
Company,
SMIC
Beijing
and
SMNC
entered
into
the
Centralised
Fund
Management Agreement
in
relation
to: (i)
the
Company authorising
its
wholly-owned subsidiary
SMIC
Beijing
to
carry
out
centralised
management
of
the
Group’s
RMB
fund
and
foreign exchange
in
accordance
with
the
relevant
PRC
laws
and
regulations;
and
(ii) SMNC
participating
in
the
Group’s
centralised
fund
management system.
The
principal
terms
of
the
Centralised
Fund
Management
Agreement
are
set
out
below.
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|
|
|
Date:
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29
November
2018
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|
|
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|
Parties:
|
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(i) the
Company;
|
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|
|
|
|
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|
(ii)
SMIC
Beijing,
a
wholly-owned subsidiary
of
the
Company; and
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|
(iii) SMNC, a
subsidiary
of
the
Company.
|
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|
Effective period:
|
|
Effective
from
1 January
2019
or
the
date when
all the
necessary
approvals required
under
the
applicable
law,
the
articles
of
associations
of
the
parties
and the
requirements
of
the
Stock
Exchange
and the New
York Stock
Exchange,
Inc.
are
obtained,
whichever
is
later,
and
ending
on
31
December
2021.
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Termination:
|
|
SMNC
may
terminate
the
Centralised
Fund
Management Agreement
by
three
months’
prior
written notice.
Two
months
before
the
expiry date,
the
parties
will
negotiate whether
to
renew
or
terminate
the
Centralised
Fund
Management Agreement.
|
5
Centralised Fund Management Services
The
Company
will
authorise
its
wholly-owned subsidiary
SMIC
Beijing
to
carry
out
centralised management
of
the
Group’s
RMB
fund
and
foreign exchange
in
accordance
with
the
relevant
PRC
laws
and
regulations.
Based
on
such
authorisation,
SMIC
Beijing
will
provide
the
following
fund
management services
to
SMNC within
the
scope permitted
by
the
relevant
PRC
policies.
|
|
1.
|
Internal Deposit Services
(the
‘‘Internal
Deposit
Services’’)
|
SMIC Beijing will provide deposit services and pay interest to SMNC.
|
|
2.
|
Collection
and
Payment Services
and
Foreign Exchange Services
(the ‘‘Collection
and
Payment Services
and
Foreign
Exchange
Services’’)
|
|
SMIC
Beijing
will serve
as
the
platform
for
centralised collection
and
payment activities
and
foreign
exchange activities
within
the
Group. SMNC
may
carry
out
such
activities
by
itself
or
through SMIC
Beijing.
|
|
3.
|
Internal
Loan
Services
(the
‘‘Internal
Loan
Services’’)
|
SMIC Beijing will provide internal loan services to SMNC in accordance with PRC laws, regulations and policies.
|
|
4.
|
Provision
of
Letter
of
Credit
Services
(the
‘‘Provision
of
Letter
of
Credit
Services’’)
|
The Company will utilise its overseas credit lines to provide letter of credit on behalf of SMNC for importing equipment in accordance with PRC laws, regulations and policies.
|
|
5.
|
Other
Financial
Services
(the
‘‘Other
Financial
Services’’)
|
SMIC Beijing will provide other financial services to SMNC in accordance with PRC laws, regulations and policies.
6
Pricing Policy
The price of the services provided by SMIC Beijing to SMNC contemplated under the Centralised Fund Management Agreement will be fair and reasonable under the Listing Rules, determined according to the market principle on arm’s length basis, subject to compliance with requirements for connected transactions of the Stock Exchange and relevant requirements for connected transactions that are applicable to the parties. The Company will ensure that the prices charged to SMNC will not be more favourable than prices charged to its other subsidiaries which are not connected persons under the Listing Rules.
|
|
1.
|
Internal Deposit
Services
|
The
terms
(including interest
rates)
in
respect
of
the
Internal
Deposit
Services
provided
by
SMIC
Beijing
to
SMNC will
be 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, subject
to
the
relevant provisions
of
PRC
laws
and
regulations.
The
interest
rate
applicable
to
SMNC’s
deposits
with
SMIC
Beijing
will
be
determined
based
on
arm’s
length negotiations
by
the
parties.
The
Company
will make
reference
to
the
benchmark interest
rate
(if
any)
prescribed
by
the
PBOC
applicable
to
RMB
deposits
from time
to
time
and
published
on
the
PBOC’s
website
for the
same type
of
deposits.
|
|
2.
|
Collection
and
Payment Services
and
Foreign Exchange
Services
|
The
terms
(including
fees
charged
by
SMIC Beijing
and
exchange
rates)
in
respect
of
the
Collection
and
Payment
Services
and
Foreign Exchange Services provided
by
SMIC
Beijing
to
SMNC will
be 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, subject
to
the
relevant provisions
of
PRC
laws
and
regulations.
The
fees charged
by
SMIC
Beijing
to
SMNC
for
providing
such
services
will
be
determined
based
on
arm’s length
negotiations
by
the
parties
which will
not
be
less
favourable
to
SMIC
Beijing
than
(1)
fees
charged
by
SMIC
Beijing
to
other
subsidiaries
which
are not
connected persons
under
the
Listing
Rules;
and (2)
fees
charged
to
SMIC Beijing
by
other
third-party commercial
banks
or
financial institutions providing
fund
management services
to
SMIC
Beijing
for
services
of
the
same
type
during
the
same
period.
|
|
3.
|
Internal
Loan
Services
|
The
terms
(including interest
rates)
in
respect
of
the
Internal
Loan
Services provided
by
SMIC
Beijing
to
SMNC will
be 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, subject
to
the
relevant provisions
of
PRC
laws
and
regulations.
The
interest
rate
applicable
to
loans
granted
to
SMNC
by
SMIC
Beijing
will
be
based
on
arm’s length
negotiations
by
the
parties.
The
Company
will make
reference
to
the
benchmark interest
rate
(if
any)
prescribed
by
the
PBOC
applicable
to
RMB
loans from time
to
time
and
published
on
the
PBOC’s
website
for
the
same
type
of
loans.
7
|
|
4.
|
Provision
of
Letter
of
Credit
Services
|
The
terms
(including
fees
charged
by
the
Company)
in
respect
of
the
letters
of
credit
provided
by
the
Company
to
SMNC will
be 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, subject
to
the
relevant provisions
of
PRC
laws
and
regulations.
The
fees
charged
by
the
Company
to
SMNC
for
providing
such
services
will
be
determined
based
on
arm’s length
negotiations
by
the
parties which
will
not
be
less
favourable
to
SMIC Beijing than
(1)
fees
charged
by
SMIC
Beijing
to
other
subsidiaries
which
are not
connected persons
under
the
Listing
Rules;
and
(2)
fees
charged
to
SMIC
Beijing
by
other third
party-commercial
banks
or
financial
institutions providing
fund
management services
to
SMIC
Beijing
for
services
of
the
same
type
during
the
same
period.
|
|
5.
|
Other
Financial
Services
|
The
terms
(including
fees
charged
by
SMIC
Beijing)
in
respect
of
Other
Financial
Services provided
by
SMIC
Beijing
to
SMNC will
be 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,
subject
to
the
relevant
provisions
of
PRC
laws
and
regulations.
The
fees
charged
by
SMIC
Beijing
to
SMNC
for
providing
such
services
will
be
determined
based
on
arm’s length
negotiations
by
the
parties
which will
not
be
less
favourable
to
SMIC
Beijing
than
(1)
fees
charged
by
SMIC Beijing
to
other
subsidiaries
which
are not
connected persons
under
the
Listing
Rules;
and (2)
fees charged
to
SMIC
Beijing
by
other third
party-commercial
banks
or
financial institutions providing
fund
management services
to
SMIC
Beijing
for
services
of
the
same
type
during
the
same
period.
Payment
The
consideration
for
the
transactions contemplated
under
the
Centralised Fund Management Agreement
will
be
paid
in
accordance
with
the
specific
and
separate agreements entered
into
between
SMIC
Beijing
and
SMNC,
the
terms
of
which will
be
on
normal
commercial
terms
or
better,
and
funded
by the
relevant
party’s
internal
resources.
Other Terms
The
terms
of
the
Centralised
Fund
Management Agreement
are
subject
to
applicable
laws
and
regulations including
the
requirements
of any
regulatory authorities (including
but
not
limited
to
the
Stock
Exchange
and
the
New
York
Stock
Exchange,
Inc.).
8
SMNC’s
participation
in the
centralised
fund
management
system
of
the
Group will
not
alter
its
existing
rights
to
its own
funds.
The
rights
to
own, use,
approve
of
use
and
benefit
from
SMNC’s
funds
will
remain
with
SMNC.
THE ANNUAL CAPS AND BASIS OF DETERMINATION
Historical Transaction Amount
The
historical transaction amounts
among
the
Company,
SMIC
Beijing
and
SMNC
for
the
transactions contemplated
under
the 2016
Centralised
Fund
Management
Agreement
for the two
years ended
31
December
2016
and
2017
and the ten
months ended
31
October
2018
are
as
follows:
|
|
|
|
|
|
|
|
|
|
|
Transactions
for the year
|
|
Transactions
for the year
|
|
Transactions
from 1 January
|
|
|
|
ended
31 December
|
|
ended
31 December
|
|
2018 to
31 October
|
|
Nature of Continuing Connected Transactions
|
|
2016
(1)
|
|
2017
(1)
|
|
2018
(2)
|
|
|
|
(US$ million)
|
|
(US$ million)
|
|
(US$ million)
|
|
Internal deposit services (representing the maximum daily
outstanding balances including accrued interests)
|
|
719.7
|
|
1,182.3
|
|
1,297.4
|
|
Collection and payment services and foreign exchange
services (representing the maximum daily transaction
amount for collection and payment services and foreign
exchange services)
|
|
—
|
|
—
|
|
—
|
|
Internal loan services (representing the maximum daily
outstanding balance of loans including
accrued
interests)
|
|
120.5
|
|
—
|
|
—
|
|
Provision of letter of credit services (representing the
maximum aggregate principal amount of the letter(s)
of credit issued on SMNC’s behalf per
calendar
year)
|
|
—
|
|
—
|
|
—
|
|
Other financial services (representing
the
maximum
fees
charged
by
the
Group
for
providing
other
financial
services
to
SMNC
per
calendar
year)
|
|
—
|
|
—
|
|
—
|
Notes:
|
|
(1)
|
Representing
the
audited amounts
of
all
transactions
among the
Company,
SMIC
Beijing
and
SMNC
for
the
two
years
ended
31
December
2016
and
2017.
|
|
9
The Annual Caps under the Centralised Fund Management Agreement are set out below.
|
|
|
|
|
|
Annual Caps
|
For the year ending
31 December
|
|
|
2019
US$ million
|
2020
US$ million
|
2021
US$ million
|
|
Internal Deposit Cap
|
2,000
|
2,000
|
2,000
|
|
Collection and Payment and Foreign
Exchange Cap
|
200
|
200
|
200
|
|
Internal Loan Cap
|
500
|
500
|
500
|
|
Letter
of
Credit
Cap
|
500
|
500
|
500
|
|
Other Financial Services Cap
|
50
|
50
|
50
|
The
Annual Caps
are
determined
based
on
the
assumptions
and
factors
as
explained below:
|
|
1.
|
Internal Deposit
Services
|
|
|
(a)
|
the
expected increase
of
SMNC
and the
Group’s respective
fixed assets over
the
past years;
and
|
|
|
|
(b)
|
the
operating
cash flow
and
financial
needs
of
each
of
SMNC
and the
Group
in
respect
of
its
future
business
expansion.
|
|
|
|
2.
|
Collection
and
Payment Services
and
Foreign Exchange
Services
|
|
|
(a)
|
the
practical
needs
of
SMNC
and the
Group’s
respective
future
business;
and
|
|
|
(b)
|
the
future
development
plan
of
each
of
SMNC
and
the
Group.
|
|
|
3.
|
Internal
Loan
Services
|
|
|
(a)
|
the
capital
expenditure
required
for
future
business
expansion
of
SMNC;
and
|
|
|
(b)
|
the
operating
cash flow
and
financial
needs
of
SMNC
and the
availability
of
fund
within
the
Group
in
respect
of
its
future
business
expansion.
|
|
10
|
|
4.
|
Provision
of
Letter
of
Credit
Services
|
|
|
(a)
|
the
capital
expenditure
required
for
future
business
expansion
of
SMNC;
and
|
|
|
(b)
|
the
increase
of
SMNC’s
and the
Group’s respective
fixed assets over
the
past
years.
|
|
|
|
5.
|
Other
Financial
Services
|
|
|
(a)
|
the
practical
needs
of
SMNC’s
and
the
Group’s
respective
future
business;
and
|
|
|
(b)
|
the
future
development
plan
of
each
of
SMNC
and
the
Group.
|
REASONS FOR AND BENEFITS OF THE CENTRALISED FUND MANAGEMENT AGREEMENT
The Company considers that the entry into of the Centralised Fund Management Agreement and the transactions contemplated thereunder will open up the domestic and foreign funding channels of the Group, increase efficient fund usage and reduce the Group’s overall debt levels and interest expense. The centralised management of foreign exchange risk exposure will also reduce the risks of exchange loss of the Group.
The
Directors (excluding independent non-executive Directors
whose view will
be
given
after taking into
account
the
advice from the
Independent Financial Adviser)
consider
that
it is in
the
best
interests
of
the
Company
and the
Shareholders
as
a
whole
to
enter
into
the
Centralised
Fund
Management Agreement
and the
transactions
contemplated
thereunder;
the
terms
of
the
Centralised
Fund
Management Agreement including
the
Annual Caps
are
fair
and
reasonable;
and the
entering
into
of
the
Centralised
Fund
Management 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.
IMPLICATIONS UNDER THE LISTING RULES
As
China
IC
Fund holds
approximately
15.82% 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.
As at
the
date
of
this
announcement,
the
registered
capital
of
SMNC
is
held
as to
approximately
51% and
32%
by
the
Group
and
China
IC
Fund,
respectively.
SMNC
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.
11
As
one
or
more
of
the
applicable percentage
ratios (other than
the
profits
ratio)
in
respect
of
each
of
the
Annual Caps (other than
the
Other
Financial Services
Cap) exceed
5%,
the
transactions contemplated
under
the
Centralised
Fund
Management Agreement
will
constitute continuing connected transactions subject
to
the
reporting, announcement
and
the
Independent Shareholders’ approval requirements
of
Chapter
14A
of
the
Listing
Rules.
As
one
or
more
of
the
applicable pe
rcentage
ratios (other than
the
profits
ratio)
in
respect
of
the
Other
Financial Services
Cap are
more than 0.1%
but
less than
5%,
the
transaction
is
subject
to
the
reporting, announcement
and
annual review
requirements
but
exempt from
the
Independent S
hareholders’ approval requirement
under
Chapter
14A
of
the
Listing
Rules.
In accordance with the Listing Rules, the Independent Board Committee has been established to advise and provide recommendation to the Independent Shareholders on the Centralised Fund Management Agreement (including the transactions contemplated thereunder and the Annual Caps) and to advise the Independent Shareholders on how to vote.
Messis
Capital Limited
has
been
appointed
by
the
Company
as
the
Independent
Financial Adviser
to
advise
the
Independent
Board
Committee
and the
Independent
Shareholders
on
the
Centralised
Fund
Management Agreement (including
the
transactions
contemplated
thereunder
and
the
Annual
Caps).
GENERAL
At the EGM, ordinary resolution will be proposed to the Independent Shareholders to approve the Centralised Fund Management Agreement and any transactions contemplated thereunder.
As
China
IC
Fund
is a
connected
person
of
the
Company,
its
wholly-owned
subsidiary
Xinxin
(Hongkong) Capital
Co.,
Limited
and its
other
associates
(as
defined
under
the
Listing
Rules) will
abstain
from voting
on
the
ordinary resolution
to
approve
the
Centralised
Fund
Management Agreement
and any
transactions
contemplated
thereunder.
Apart from Xinxin
(Hongkong) Capital
Co.,
Limited
and
other
associates
of
China
IC
Fund,
no
other
Shareholder
will
be
required
to
abstain
from voting
on
this
resolution
at
the
EGM.
Mr.
Lu
Jun,
who
is
a
Class
II
non-executive Director
and a
member
of
the
nomination committee
of
the
Company,
holds
the
position
of
president
in
China
IC
Fund’s
sole
manager
Sino
IC
Capital
Co., Ltd.
and Mr. Ren
Kai,
who
is
a
Class
III
non-executive
Director
and a
member
of
the
strategic advisory committee
of
the
Company,
holds
the
position
of
vice
president
in
China
IC
Fund’s sole
manager
Sino
IC
Capital
Co.,
Ltd..
Both
Mr.
Lu
Jun and Mr. Ren Kai
have
abstained
from voting
on
the
relevant
Board
resolution
in
respect
of
the
Centralised
Fund
Management
Agreement.
12
The
Company expects
to
dispatch
a
circular
to
the
Shareholders
on or
before
11
December
2018.
The
circular contains,
among other
things,
(i)
further
details
on
the
Centralised
Fund
Management Agreement;
(ii)
a
letter from
the
I
ndependent
Board
Committee
to
the
Independent Shareholders;
(iii)
a
letter from
the
Independent
Financial
Adviser containing
its
advice
to
the
Independent
Board
Committee
and the
Independent
Shareholders together
with (iv)
a
notice
convening
the
EGM.
INFORMATION
ABOUT
THE
PARTIES
Information of the Company and SMIC Beijing
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.
SMIC
provides integrated
circuit (IC)
foundry
and
technology services
on
process
nodes from 0.35 micron
to 28
nanometer.
Headquartered
in
Shanghai,
China, SMIC
has
an
international
manufacturing
and
service
base.
In
China, SMIC
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 SMIC
has a
majority-owned
200mm fab. SMIC 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 on SMNC
SMNC
is
a joint
venture company established
in the PRC
pursuant
to
the
joint
venture
agreement
dated 3 June 2013,
the
equity
capital
of
which
is
owned
as to
12.5%
by
SMIC
Beijing,
13%
by
SMIC
Investment,
25.5%
by
SMIC
Holdings
and 32%
by
China
IC
Fund.
The
remaining
equity
capital
of
SMNC
is
owned
by
ZDG, IDIMC,
CGP
Techfund
and
E-Town
Capital
and
none
of
them owns
10%
or
more equity
capital
of
SMNC.
SMNC
is
primarily
engaged
in
manufacturing
and
trading
of
semiconductor
products.
13
DEFINITIONS
In
this
announcement,
the
following
words have
the
following meanings
unless
the
context
requires
otherwise:
|
|
|
|
|
‘‘2016 Centralised Fund Management Agreement’’
|
|
the
centralised
fund
management agreement
dated
31
March
2016
entered
into among
the
Company,
SMIC
Beijing
and
SMNC,
as
referred
to
in the
announcement
of
the
Company
dated
8
July
2016
|
|
|
|
|
|
‘‘Annual
Caps’’
|
|
Internal Deposit
Cap,
Internal
Loan Cap,
Collection
and
Payment
and
Foreign Exchange
Cap, Letter
of
Credit
Cap
and
Other
Financial Services
Cap
|
|
|
|
|
|
‘‘Board’’
|
|
the
board
of
Directors
|
|
|
|
|
|
‘‘Centralised Fund Management Agreement’’
|
|
the
centralised
fund
management agreement
dated
29
November
2018
entered
into among
the
Company,
SMIC
Beijing
and
SMNC
|
|
|
|
|
|
‘‘CGP
Techfund’’
|
|
Beijing Semiconductor Manufacturing
and
Equipment
Equity
Investment
Center
(Limited
Partnership)*
(
北京集成電路製造和
裝備股權投資中心
（
有限合夥
)),
a
company
established
under
the
laws of the PRC
|
|
|
|
|
|
‘‘China
IC
Fund’’
|
|
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
|
|
|
|
|
|
‘‘Collection and Payment and Foreign Exchange Cap’’
|
|
the proposed maximum daily transaction amount for collection and payment services and foreign exchange services during the term of the Centralised Fund Management Agreement
|
|
|
|
|
|
‘‘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
|
14
|
|
|
|
|
|
|
|
|
‘‘EGM’’
|
|
the
extraordinary general meeting
of
the
Company proposed
to
be
held
to
approve,
among other
things,
the
Centralised
Fund
Management Agreement
and any
transactions
contemplated
thereunder
|
|
|
|
|
|
‘‘E-Town Capital
’’
|
|
Beijing
E-Town
International Investment &
Development
Co.,
Ltd.*
(
北京亦莊國際投資發展有限公司
),
a
limited
liability
company established
under
the
laws
of
the
PRC
|
|
|
|
|
|
‘‘Group’’
|
|
the
Company
and its
subsidiaries
|
|
|
|
|
|
‘‘Hong
Kong’’
|
|
Hong Kong
Special Administrative
Region
of
the
PRC
|
|
|
|
|
|
‘‘IDIMC’’
|
|
Beijing Industrial Developing Investment Management
Co.,
Ltd.*
(
北京工業發展投資管理有限公司
), a
company
established
under the laws of the PRC
|
|
|
|
|
|
‘‘Independent Board Committee’’
|
|
an
independent committee
of
the
Board that
consists
of
all
independent non-executive Directors
who
have
no
direct
or
indirect interest
in
the
Centralised
Fund
Management
Agreement,
other
than,
where
applicable,
being
a
Shareholder
|
|
|
|
|
|
‘‘Independent Financial Adviser’’
|
|
Messis Capital Limited, the independent financial adviser appointed by the Company to advise the Independent Board Committee and the Independent Shareholders in respect of the Centralised Fund Management Agreement
|
|
|
|
|
|
‘‘Independent Shareholders’’
|
|
in
relation
to
the
Centralised
Fund
Management
Agreement,
Shareholders
other than Xinxin
(Hongkong) Capital
Co.,
Limited
and
other
associates
(as
defined
under
the
Listing
Rules)
of
China
IC
Fund
|
|
|
|
|
|
‘‘Internal Deposit Cap’’
|
|
the
proposed maximum
daily
outstanding balances
including
accrued interests
placed
by
SMNC with SMIC
Beijing
during
the
term
of
the
Centralised
Fund
Management
Agreement
|
|
|
|
|
|
‘‘Internal
Loan
Cap’’
|
|
the
proposed maximum balance
of
internal
loans
provided
by
SMIC
Beijing
to
SMNC during
the
term
of
the
Centralised
Fund
Management
Agreement
|
|
|
|
|
15
|
|
|
|
|
‘‘Letter of Credit Cap’’
|
|
the
proposed maximum aggregate
amount
of
the
letter(s)
of
credit issued
on
SMNC’s behalf
per
calendar year during
the
term
of
the
Centralised
Fund
Management
Agreement
|
|
|
|
|
|
‘‘Listing
Rules’’
|
|
the
Rules
Governing
the
Listing
of
Securities
on
The
Stock
Exchange
of
Hong Kong
Limited
|
|
|
|
|
|
‘‘Other Financial Services Cap’’
|
|
the
proposed maximum
fees charged
by
SMIC
Beijing
for
providing
other
financial services
to
SMNC
per
calendar
year
during
the
term
of
the
Centralised
Fund
Management
Agreement
|
|
|
|
|
|
‘‘PBOC’’
|
|
the
Peoples’
Bank
of
China
|
|
|
|
|
|
‘‘PRC’’
|
|
the
People’s Republic
of
China,
but for the
purposes
of
this
announcement
only,
excludes
Hong
Kong,
Macau
and
Taiwan
|
|
|
|
|
|
‘‘RMB’’
|
|
Renminbi,
the
lawful
currency
of
the
PRC
|
|
|
|
|
|
‘‘Shareholders’’
|
|
holder(s)
of
Shares
|
|
|
|
|
|
‘‘Shares’’
|
|
ordinary
shares
of
par
value
US$0.004
each
in
the
capital
of
the
Company listed
on
the
Stock
Exchange
|
|
|
|
|
|
‘‘SMIC
Beijing’’
|
|
Semiconductor Manufacturing International
(Beijing)
Corporation*
(
中芯國際集成電路製造
（
北京
）
有限公司
),
a
wholly
foreign-owned enterprise established
in
the PRC and
a
wholly-owned subsidiary of the Company
|
|
|
|
|
|
‘‘SMIC
Investment’’
|
|
SMIC
Investment
(Shanghai
)
Corporation*
(
中芯集電投資
（
上
海
）
有限公司
),
a
limited
liability
company
established
under
the
laws
of
the
PRC
and
a
wholly-owned
subsidiary
of
the
Company
|
|
|
|
|
|
‘‘SMNC’’
|
|
Semiconductor Manufacturing
North China
(Beijing)
Corporation*
(
中芯北方集成電路製造
（
北京
）
有限公司
),
a company established
under
the law
of
the PRC
pursuant
to
the
joint venture
agreement
dated 3 June
2013
|
|
|
|
|
|
‘‘Stock
Exchange’’
|
|
The
Stock
Exchange
of
Hong
Kong
Limited
|
|
|
|
|
16
|
|
|
|
|
‘‘U.S.’’ or ‘‘United States’’
|
|
the United States of America
|
|
|
|
|
|
‘‘US$’’
|
|
United States dollar,
the
lawful
currency
of
the
United States
of America
|
|
|
|
|
|
‘‘ZDG’’
|
|
Zhongguancun
Development
Group*
(
中關村發展集團股份有限
公 司
),
a
company
established
under
the
laws
of in
the
PRC
|
|
|
|
|
|
‘‘%’’
|
|
per
cent.
|
17
By order of the Board
Semiconductor Manufacturing International Corporation
Gao Yonggang
Executive Director, Chief Financial Officer and Joint Company Secretary
Shanghai, PRC
29 November
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
18