Report of Foreign Issuer (6-k)
07 June 2018 - 10:15PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June, 2018
Commission File Number: 001-31994
Semiconductor Manufacturing International Corporation
(Translation of registrant’s name into English)
18 Zhangjiang Road
Pudong New Area, Shanghai 201203
People’s Republic of China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒
Form 20-F
☐
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):
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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:
☐
Yes
☒
No
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: June 5, 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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SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION TO THE REGISTERED HOLDERS OF AMERICAN DEPOSITARY RECEIPTS (“ADRs”) REPRESENTING ORDINARY SHARES OF SEMICONDUCTOR MANUFACTURING INTERNATIONAL CORPORATION Please refer to the reverse side of this card for the Resolutions to be voted at the Meetings. FOLD AND DETACH HERE Extraordinary General Meeting Resolutions Annual General Meeting Resolutions FOR AGAINST FOR AGAINST FOR AGAINST FOR AGAINST Res. 1
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Res. 2
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☐
Res. 1
☐
☐
Res. 3
☐
☐
Res. 2(a)
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☐
Res. 4
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☐
Res. 2(b)
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☐
Res. 5
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☐
Res. 2(c)
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Res. 6
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Res. 2(d)
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☐
Res. 2(e)
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Address Change
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Mark box, sign and indicate changes/comments below Mark box at right if you wish to give a discretionary proxy to a person designated by the Company. PLEASE NOTE: Marking this box voids any other instructions marked above.
☐
Sign Below Date: Please sign this Voting Instruction Card exactly as your name(s) appear(s) on the face of this card and on the books of the Depositary. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.
Semiconductor Manufacturing
International
Corporation (“Company”)
EXTRAORDINARY GENERAL MEETING RESOLUTIONS
(a)
To
approve,
confirm
and
ratify
the
Datang
Pre-emptive
Share
Subscription
Agreement
in relation
to
the
issue
of
the
Datang
Pre-emptive
Shares
and
the
transactions
contemplated thereby.* To
approve
the
issue
of
the
Datang
Pre-emptive
Shares
to
Datang
HK
pursuant
to
the
terms and conditions of the Datang Pre-emptive Share Subscription
Agreement.*
To
approve,
confirm
and
ratify
the
Datang
PSCS
Subscription
Agreement
in
relation
to
the issue of the Datang PSCS and the
transactions
contemplated thereby.* To
approve,
subject
to
the
completion
of
the
Datang
PSCS
Subscription
Agreement,
the creation
and
issue
of
the
Datang
PSCS
to Datang
HK
pursuant
to
the
terms
and
conditions
of the Datang PSCS Subscription Agreement.* To
authorise
the
directors
of the
Company to allot,
issue
and
deal
with
the
Datang
Pre-emptive Shares
and
the
Datang
Conversion
Shares
upon
exercise
of the
conversion rights
attaching
to the
Datang
PSCS
on
and
subject
to the
terms
and
conditions
of
the
Datang
Preemptive
Share Subscription Agreement, the Datang PSCS Subscription Agreement and
the Datang PSCS.* To
authorise
any
director(s)
of
the
Company
to
enter
into
any
agreement,
deed
or
instrument and/or
to
execute
and
deliver
all
such
documents
and/or
do
all
such
acts
on
behalf
of
the Company
as
he/she
may
consider
to be
necessary,
desirable
or
expedient
for
the
purpose
of, or
in
connection with
(i)
the
implementations
and
completion of
the
Datang
Pre-emptive
Share Subscription
Agreement,
the
Datang
PSCS
Subscription
Agreement
and
transactions contemplated
thereunder
and/or
(ii)
any
amendment,
variation
or
modification
of
the
Datang Preemptive
Share
Subscription
Agreement,
the
Datang
PSCS
Subscription
Agreement
and the transactions contemplated thereunder.* (a)
To
approve,
confirm
and
ratify
the
China
IC Fun
Pre-emptive
Share
Subscription
Agreement
in relation
to
the
issue
of
the
China
IC
Fund
Pre-emptive
Shares
and
the
transactions contemplated thereby.* To
approve
the
issue
of the
China
IC Fund
Pre-emptive
Shares
to Xinxin
HK
pursuant
to the terms and conditions of the China IC Fund
Pre-emptive
Share Subscription Agreement.* To
approve,
confirm
and
ratify
the
China
IC
Fund
PSCS
Subscription
Agreement
in
relation to the issue of the China IC Fund
PSCS and the transactions contemplated
thereby.*
To
approve,
subject
to
the
completion
of
the
China
IC
Fund
PSCS
Subscription
Agreement, the
creation
and
issue
of
the
China
IC
Fund
PSCS
to
Xinxin
HK
pursuant
to
the
terms
and conditions of the China IC Fund PSCS Subscription Agreement.* To
authorise
the
directors
of
the
Company
to
allot,
issue
and
deal
with
the
China
IC
Fund Pre-emptive
Shares
and
the
China
IC
Fund
Conversion
Shares
upon
exercise
of
the conversion
rights
attaching
to
the
China
IC
Fund
PSCS
on
and
subject
to
the
terms
and conditions
of
the
China
IC
Fund
Preemptive
Share
Subscription
Agreement,
the
China
IC Fund PSCS Subscription Agreement and the China IC Fund PSCS.* To
authorise
any
director(s)
of the
Company to
enter into
any
agreement,
deed
or
instrument and/or
to
execute
and
deliver
all
such
documents
and/or
do
all
such
acts
on
behalf
of
the Company
as
he/she
may
consider
to
be
necessary,
desirable
or
expedient
for
the
purpose of,
or
in
connection
with
(i)
the
implementations and
completion
of
the
China
IC
Fund Pre-emptive
Share
Subscription
Agreement,
the
China
IC
Fund
PSCS
Subscription Agreement
and
transactions
contemplated
thereunder
and/or
(ii)
any
amendment,
variation or
modification
of
the
China
IC
Fund
Preemptive
Share
Subscription
Agreement,
the
China IC Fund PSCS Subscription Agreement and the
transactions
contemplated thereunder.* The
full
text
of
the
resolutions
is
set
out
in
the
Notice of
Extraordinary
General
Meeting of
the Company dated 23 May 2018. ANNUAL GENERAL MEETING RESOLUTIONS
1.
To
receive
and
consider
the
audited
consolidated
financial
statements
and
the
reports
of
the directors
of
the
Company
(‘‘Director(s)’’)
and
the
auditors
of
the
Company
for
the
year
ended
31 December 2017.
2.
(a) To re-elect Dr. Chen Shanzhi as a
non-executive
Director. (b) To re-elect Mr. Lu Jun as an
non-executive Director. (c) To re-elect Dr. Zhao HaiJun as an executive Director. (d) To re-elect Dr. Liang Mong Song as an
executive
Director. (e) To authorize the board of Directors
(the
‘‘Board’’) to fix their remuneration. 3. To
re-appoint
PricewaterhouseCoopers
and
PricewaterhouseCoopers
Zhong
Tian
LLP
as
the auditors
of
the
Company
for
Hong
Kong
financial
reporting
and
U.S.
financial
reporting
purposes, respectively, and to authorise the audit
committee
of the Board to
fix
their remuneration. 4. To
grant
a
general
mandate
to
the
Board
to
allot,
issue,
grant,
distribute
and
otherwise
deal with
additional
shares
in
the
Company,
not
exceeding
twenty
per
cent.
of
the
number
of issued shares of the Company at the
date of this Resolution.* 5. To
grant a general
mandate
to
the
Board
to
repurchase shares of
the
Company, not exceeding
ten
per
cent.
of
the
number
of
issued
shares
of
the
Company
at
the
date
of
this Resolution.* 6. Conditional
on
the
passing
of
Resolutions
4
and
5,
to
authorize
the
Board
to
exercise
the powers
to
allot,
issue,
grant,
distribute
and
otherwise
deal
with
the
additional
authorized
but unissued shares in the Company repurchased by the Company.* * The
full
text
of
the
resolutions
is
set
out
in
the
Notice
of
Annual
General
Meeting
of
the Company dated 23 May 2018. Semiconductor Manufacturing International Corporation JPMorgan Chase Bank, N.A., Depositary
P.O. Box 64507, St. Paul, MN 55164-0507
Voting Instruction Card
JPMorgan
Chase
Bank,
N.A.
(the
“Depositary”)
has
received
advice
that
the
Extraordinary
General
Meeting
and
the
Annual
General
Meeting
(the “Meetings”)
of
Semiconductor
Manufacturing
International
Corporation
(the
“Company”)
will
be
held
at
18
Zhangjiang
Road,
PuDong
New
Area, Shanghai,
People’s
Republic
of
China,
on
Friday,
June
22,
2018,
at
3:00
p.m.
(Shanghai
time),
and
at
3:20
p.m.
(Shanghai
time)
(or
immediately
after the
conclusion
or
adjournment
of
the
Extraordinary
General
Meeting
of
the
Company
held
at
the
same
place
on
the
same
date
at
3:00
p.m.)
for
the purposes set forth on this card.
If you are
desirous
of
having
the
Depositary, through
its
Nominee
or Nominees,
vote
or execute a proxy
to
vote
the
Ordinary
Shares represented
by
your ADRs
FOR
or
AGAINST
the
Resolutions
to
be
proposed
at
the
Meetings,
kindly
execute
and
forward
to
the
Depositary
the
attached
Voting
Instruction Card.
The
enclosed
postage
paid
envelope
is
provided
for
this
purpose.
The
Voting
Instruction
Card
should
be
executed
in
such
a
manner
as
to
show clearly
whether
you
desire
the
Nominee
or
the
Nominees
of
the
Depositary
to
vote
FOR
or
AGAINST
the
Resolutions.
You
may
include
instructions
to give
a
discretionary
proxy
to
a
person
designated
by
the
Company.
The
Voting
Instruction
Card
MUST
be
forwarded
in
sufficient
time
to
reach
the Depositary
before
12:00
p.m.,
June
15,
2018
(New
York City
Time).
Only the
registered
holders
of
record
at
the
close
of
business
on
May
22,
2018,
will be entitled to execute the attached Voting Instruction Card. The
signatory,
a
registered
holder
of
ADRs
representing
Ordinary
Shares
of
the
Company,
of
record
as
of
May
22,
2018,
hereby
requests
and authorizes
the
Depositary,
through
its
Nominee
or
Nominees,
to
vote
or
execute
a
proxy
to
vote
the
underlying
Ordinary
Shares
of
the
Company represented by such ADRs, on the Resolutions at the Meetings. These
instructions,
when
properly
signed
and
dated,
will
be
voted
in
the
manner
directed
herein.
If
you
mark
the
box
to
indicate
that
you
wish
to
give
a discretionary
proxy
to
a
person
designated
by
the
Company,
the
underlying
Ordinary
Shares
represented
by
your
ADRs
will
be
voted
by
such
person
in his or her discretion. NOTE:
In
order
to
have
the
aforesaid
shares
voted,
this
Voting
Instruction
Card
MUST
be
received
by
the
Depositary
before
12:00
p.m.,
June
15,
2018 (New York City Time). For
more
information
regarding
the
Meetings
please
visit
the
Company’s
website
at
http://www.smics.com/eng/investors/ir_filings.php.
If
you
wish
to obtain
a hard
copy
of
the
Notice
of
the
Meetings
free
of
charge,
you
may
do
so
by
calling
JPMorgan
Shareholder
Service
Center
at
1
(800)
990-1135
or by emailing jpmorgan.adr@EQ-US.com. JPMorgan Chase Bank, N.A., Depositary
PLEASE MARK, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
Please see reverse side for Voting Instructions.
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