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: August 14, 2018
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By:
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/s/ Dr. Gao Yonggang
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Name:
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Dr. Gao Yonggang
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Title:
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Executive Director, Chief Financial Officer and Joint Company Secretary
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2
Hong Kong
Exchanges
and
Clearing Limited
and The Stock
Exchange
of
Hong
Kong
Limited
take
no
responsibility
for
the
contents
of
this
announcement,
make
no
representation
as to
its
accuracy
or
completeness
and
expressly disclaim
any
liability
whatsoever
for any loss
howsoever arising
from
or in
reliance
upon the whole
or
any part
of
the
contents
of
this
announcement.
Semiconductor Manufacturing International
Corporation
中 芯 國 際 集 成 電 路 製 造 有 限 公 司
*
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 981)
CONNECTED TRANSACTION IN RELATION TO
THE SUBSCRIPTION OF THE ORIENTED DEBT FINANCING INSTRUMENT
|
THE SUBSCRIPTION
Reference
is
made
to
the
announcement
dated
6
July 2018
of
the
Company
in
relation
to
the
Previous
Subscription.
On 10 August 2018, pursuant to the terms of the Asset Management Agreement, the Issuer has issued and the Subscriber has subscribed for, an amount of RMB100 million out of the total issue of an aggregate principal amount of RMB500 million of Oriented Debt Financing Instrument, using funds from the Entrusted Assets.
IMPLICATIONS UNDER THE LISTING RULES
As
China
IC
Fund
holds
approximately
14.82%
equity interest
in
the
Company through
its
wholly-owned subsidiary, Xinxin (Hongkong) Capital
Co.,
Limited,
it is
a
substantial shareholder
and
a
connected person
of
the
Company
under the
Listing Rules.
China
IC
Fund also holds
approximately
32.31%
of
equity
interest
in
the
Issuer.
The Issuer
is
therefore
an
associate
of
China
IC
Fund and
is a
connected person
of
the Company
under the
Listing Rules. Accordingly,
the
Subscription pursuant
to
the
terms
of
the
Asset
Management Agreement constitute connected transactions
of
the Company
under
Chapter
14A
of
the
Listing
Rules.
|
*
For
identification purposes
only
3
|
As
announced
by
the
Company
on 6
July 2018,
the
Subscriber
has
subscribed
for
an
amount
of
RMB200 million
out
of
the total issue
of an
aggregate principal amount of RMB500 million
of
oriented
debt
financing instrument issued
on 6
July 2018
in
cash. Pursuant
to
Rule
14A.81
of
the
Listing Rules,
the
transactions contemplated under Subscription
are
required
to be
aggregated
with the
Previous Subscription.
As
the highest applicable percentage
ratios
stipulated
under Rule 14.07
of
the
Listing
Rules
in
respect
of
the Two
Subscriptions (after aggregation) exceed
0.1% but are less than
5%,
the Two
Subscriptions constitute connected transactions
of
the
Company
and
are subject
to
the
reporting
and
announcement requirements
under
the
Listing Rules, but
are
exempt
from the
circular
and the
independent Shareholders’ approval requirements
of
Chapter
14A
of
the
Listing
Rules.
|
INTRODUCTION
Reference
is
made
to
the
announcement
dated
6
July 2018
of
the
Company
in
relation to
the
Previous
Subscription.
On 18 May 2018, SMIC Beijing, the Subscriber (as manager) and the Custodian Bank (as custodian trustee) entered into the Asset Management Agreement, pursuant to which, among others, the Subscriber shall provide SMIC Beijing with asset management and investment services in respect of the Entrusted Assets in accordance with the terms under the Asset Management Agreement, which would include investment in Oriented Debt Financing Instrument.
On 10 August 2018, pursuant to the terms of the Asset Management Agreement, the Issuer has issued and the Subscriber has subscribed for, an amount of RMB100 million out of the total issue of an aggregate principal amount of RMB500 million of Oriented Debt Financing Instrument, using funds from the Entrusted Assets.
THE SUBSCRIPTION
Date
10 August 2018
Parties
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2)
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The
Issuer
(a
connected person
of
the
Company).
|
To
the best
of
the
Directors’ knowledge, information
and
belief
and
having
made
all reasonable enquiry,
save
as
disclosed above,
the
Subscriber
and
its
respective ultimate beneficial owners
are third
parties independent
of
the
Company
and the
connected persons
of
the
Company.
4
Subscription amount
The
Subscriber
has
subscribed
for
an
amount
of
RMB100 million
out
of
the total issue
of an
aggregate principal amount
of
RMB500 million
of
Oriented
Debt
Financing Instrument
in
cash.
The
consideration
was
determined
based
on
arm’s
length negotiations between
the
Subscriber
and the
Issuer.
ORIENTED DEBT FINANCING INSTRUMENT
The
principal
terms
of the
Oriented
Debt
Financing Instrument
are set out
below:
Date
|
of
issue
|
:
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10
August
2018
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|
Issuer
|
:
|
the
Issuer
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|
|
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|
Principal
amount
|
:
|
Subscription
by
the
Subscriber
for
an
amount
of RMB100 million
out
of
the total issue
of
an
aggregate principal amount
of
RMB500 million
of
Oriented
Debt
Financing
Instrument
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Interest rate and payment dates
|
:
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4.60% per annum
payable
on
principal amount
by
the Issuer
on
the
maturity
date
(i.e.
10
August
2019)
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Manager(s)
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:
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China
Development
Bank and Bank
of
Beijing
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Maturity
Date
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:
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10
August
2019
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Transferability
|
:
|
The
Oriented
Debt
Financing Instrument
may
be
transferred in whole or in part by the holder of the Oriented Debt Financing Instrument to any person
|
|
|
|
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Redemption
|
:
|
The
Issuer
will
redeem
the
Oriented
Debt
Financing
Instrument at its outstanding principal amount on the maturity date, i.e. 10 August 2019
|
REASONS FOR AND BENEFITS OF THE SUBSCRIPTION
The Group has not participated in the negotiation of the subscription amount of the Subscription or the terms of the Oriented Debt Financing Instrument. To the best knowledge of the Company, the terms of the Oriented Debt Financing Instrument are the same as those generally applicable to other Oriented Debt Financing Instrument issued by the Issuer.
5
The
subscription
of
the
Oriented
Debt
Financing Instrument
is
considered
to
be beneficial
to
the
Company through
the
interest earnings
to
the
Entrusted Assets under
the Asset
Management Agreement,
of
which SMIC
Beijing
is
the
ultimate
beneficiary.
The
Directors (including independent non-executive Directors) consider
that
it is in
the
best
interests
of
the
Company
and the
Shareholders
as
a whole
for
the
Subscriber
to
enter
into the
Subscription pursuant
to
the terms
of the
Asset
Management Agreement
and
the Subscription.
The
Subscription
and
its
terms
are
fair
and
reasonable,
on
normal commercial
terms
or
better,
and
in
the
ordinary
and
usual
course
of
business
of
the Group.
No
Director
is
considered
to
have
a
material interest
in the
Subscription
which
would
have
required
the
Director
to
abstain
from
voting
at
the board
meeting authorising the Subscription.
IMPLICATIONS UNDER THE LISTING RULES
As
China
IC
Fund holds
approximately 14.82% equity interest
in
the
Company through
its
wholly-owned subsidiary,
Xinxin
(Hongkong) Capital
Co.,
Limited,
it
is
a
substantial shareholder
and
a
connected person
of
the
Company
under the
Listing Rules.
China
IC
Fund also holds
approximately 32.31%
of
equity interest
in the
Issuer.
The
Issuer is therefore
an
associate
of
China
IC
Fund and
is a
connected
person
of
the
Company under
the
Listing Rules. Accordingly,
the
Subscription pursuant
to
the terms
of
the
Asset Management Agreement constitute connected transactions
of
the
Company under Chapter
14A
of
the
Listing Rules.
As
announced
by
the
Company
on 6
July 2018, the
Subscriber
has
subscribed
for
an
amount
of
RMB200 million
out
of
the total issue
of
an
aggregate principal amount
of
RMB500 million
of
oriented
debt
financing instrument issued
on 6
July 2018
in
cash. Pursuant
to
Rule
14A.81
of
the
Listing Rules,
the
transactions contemplated under Subscription
are
required
to be
aggregated
with the
Previous Subscription.
As
the
highest applicable percentage ratios stipulated
under Rule 14.07
of
the
Listing
Rules
in
respect of
the Two
Subscriptions
(after
aggregation) exceed
0.1% but are less than 5%, the
Two Subscriptions constitute connected transactions
of
the
Company
and are
subject
to
the reporting
and
announcement requirements
under the
Listing Rules,
but
are
exempt from
the
circular
and the
independent Shareholders’ approval requirements
of
Chapter
14A
of
the
Listing
Rules.
6
INFORMATION ABOUT T
HE COMPANY AND SMIC BEIJING
The
Company (NYSE:
SMI; SEHK: 981), one
of
the
leading foundries
in
the
world,
is
Mainland China’s largest foundry
in
scale, broadest
in
technology coverage,
and
most comprehensive
in
semiconductor manufacturing services.
The
Company provides integrated circuit
(IC)
foundry
and
technology services
on
process
nodes from
0.35 micron
to 28
nanometer. Headquartered
in
Shanghai, China,
the
Company
has
an
international manufacturing
and
service
base.
In
China,
the
Company
has a
300mm
wafer
fabrication facility
(fab)
and
a 200mm fab
in
Shanghai;
a 300mm fab and a
majority-owned
300mm
fab
for
advanced
nodes
in
Beijing;
200mm fabs
in
Tianjin and Shenzhen;
and a
majority-owned joint-venture
300mm
bumping facility
in
Jiangyin; additionally,
in
Italy
the
Company
has
a
majority-owned
200mm
fab.
The
Company
also
has
marketing
and
customer service offices
in
the U.S.,
Europe, Japan,
and
Taiwan, and
a
representative office
in
Hong Kong. SMIC
Beijing
is
a
wholly foreign-owned enterprise established
in
the
PRC
and
a
wholly-owned
subsidiary
of
the
Company.
INFORMATION
ABOUT THE
ISSUER
The Issuer 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
|
‘‘Asset Management Agreement’’
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the asset management agreement entered into among SMIC Beijing, the Subscriber and the Custodian Bank on 18 May 2018;
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‘‘China
IC
Fund’’
|
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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;
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7
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‘‘Company’’
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Semiconductor Manufacturing International
Corporation (
中芯國際集成電路製造有限公司
*)
,
a
company
incorporated
in
the
Cayman
Islands
with
limited
liability
,
the
shares
of
which are listed
on
the main board
of
the Stock
Exchange
and
the
American depositary shares
of
which are
listed
on
the
New
York
Stock
Exchange,
Inc;
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‘‘Custodian
Bank’’
|
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China
Merchants
Bank Co., Ltd. (
Shanghai Branch)*
(
招 商
銀行股份有限公司上海分行
), a company established under the laws of the PRC and an independent third party to the Company and the connected persons of the Company;
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‘‘Director(s)’’
|
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the
director(s)
of the
Company;
|
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‘‘Entrusted
Assets’’
|
|
the
assets
of
SMIC Beijing deposited
in
designated custodian accounts,
which are
managed
by
the
Subscriber
and under the
custody
of
the
Custodian
Bank
pursuant
to
the terms
of
the
Asset
Management
Agreement;
|
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‘‘Group’’
|
|
the
Company
and its
subsidiaries;
|
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‘‘Issuer’’
|
|
Sino
IC
Leasing
Co.
,
Ltd.*
(
芯鑫融資租賃有限責任公司
),
a
limited
liability
company
incorporated
under
the
laws
of
the
PRC;
|
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‘‘Listing
Rules’’
|
|
the
Rules
Governing
the
Listing
of
Securities
on
The
Stock
Exchange of Hong Kong Limited;
|
|
|
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|
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‘‘Oriented Debt Financing Instrument’’
|
|
the
oriented
debt
financing instrument
issued
by
the
Issuer
on 10
August
2018;
|
|
|
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|
‘‘PRC’’
|
|
the
People’s Republic
of
China,
but for the
purpose
of
this announcement
only,
excludes
Hong
Kong,
Macau
and Taiwan;
|
|
|
|
|
|
‘‘Previous
Subscription’’
|
|
the
subscription
of
oriented
debt
financing
instrument
in
the
amount of RMB200 million out of the total issue of an aggregate principal amount of RMB500 million of oriented debt financing instrument by the Subscriber on 6 July 2018 pursuant to the terms of the Asset Management Agreement;
|
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‘‘RMB’’
|
|
Renminbi,
the
lawful
currency
of
the
PRC;
|
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‘‘Shareholders’’
|
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the
shareholders
of the
Company;
|
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8
|
‘‘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;
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‘‘Stock
Exchange’’
|
|
the
Stock
Exchange
of
Hong
Kong
Limited;
|
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‘‘Subscriber’’
|
|
Shanghai Guotai
Junan
Securities
Asset
Management
Co., Ltd.* (
上海國泰君安證券資產管理有限公司
), a company established under the laws of the PRC and an independent
third party
to
the
Company
and
the
connected persons of
the
Company
and the
principal business
of
which
is
asset management
for its
customers;
|
|
|
|
|
|
‘‘Subscription’’
|
|
the
subscription
of
the
Oriented
Debt
Financing
Instrument
in
the
amount
of
RMB100 million
out
of
the total issue
of
an
aggregate principal amount
of
RMB500 million
of
Oriented
Debt
Financing Instrument
by
the
Subscriber pursuant
to
the
terms
of
the
Asset
Management
Agreement;
and
|
|
|
|
|
|
‘‘Two
Subscriptions’’
|
|
the
Subscription
and
the
Previous
Subscription.
|
By order of the Board
Semiconductor Manufacturing International Corporation
Gao Yonggang
Executive Director, Chief Financial Officer and Joint Company Secretary
Shanghai, PRC, 13 August 2018
9
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
10
