Report of Foreign Issuer (6-k)
20 September 2018 - 8:06PM
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 September, 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):
☐
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
1
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: September 19, 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)
FURTHER ANNOUNCEMENT
IN RELATION TO THE CENTRALISED FUND MANAGEMENT AGREEMENT AND FRAMEWORK AGREEMENT WITH SEMICONDUCTOR MANUFACTURING SOUTH CHINA CORPORATION
Reference
is
made
to
the
announcement
of the
Company
dated
13
July 2018
(the
‘‘Announcement’’)
in
relation
to
the
Centralised
Fund
Management Agreement
and
the Framework Agreement described therein. Unless otherwise stated, capitalised
terms
and definitions
used
herein
shall
have
the
same
meaning
as
those
defined
in
the Announcement.
The
Company
would like
to
clarify
that the
Centralised
Fund
Management Agreement
and
Framework Agreement entered
into
on
1 June 2017 and
11
June 2018,
respectively,
are
subject
to the
requirements
under
Chapter
14A
of
the
Listing
Rules.
LISTING RULES IMPLICATIONS
As of
the date
of
this
announcement,
China
IC
Fund holds
approximately 24.71%
of
the equity interest
in
SMSC, SMSC
is
a
connected subsidiary
of
the
Company
as
defined
under Rule
14A.16
of
the
Listing
Rules and
is
thus
a
connected person
of
the
Company
under the
Listing
Rules.
In
relation
to
the
transactions contemplated
under
the
Centralised
Fund
Management Agreement,
as
one
or
more
of
the
applicable percentage ratios (other
than the
profit ratio)
in
respect
of
each
of the
annual
caps
(other
than the
annual
caps for
Other Financial Services) exceeds
5%,
the
transactions constitute continuing
connected
*
For identification purposes only
3
transactions subject
to the
reporting, announcement
and the
independent shareholders’ approval requirements
under
Chapter
14A
of
the
Listing Rules.
As
one
or
more
of
the applicable percentage ratios (other
than the
profit ratio)
in
respect
of
the
annual
caps
for
Other
Financial Services
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
relation
to
the
transactions contemplated
under the
Framework Agreement,
as
one
or
more
of
the
applicable percentage ratios
in
respect
of
the
annual
caps
for
Type
IV
CCT,
Type
V
CCT and Type
VI
CCT are
5% or
more
but
less than 25%, the
transactions constitute continuing connected transaction subject
to
the
reporting, announcement and independent shareholders’ approval requirements
under
Chapter
14A
of
the
Listing Rules.
As
the
applicable percentage ratios
in
respect
of
each
of
the
annual
caps for Type
I
CCT, Type
II
CCT and Type III CCT are more than 0.1% but less than 5%,
the transactions
are
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
(the
‘‘Independent
Board
Committee’’)
has
been
established
to
advise
and
provide recommendation
to
the
independent shareholders
on
the
Centralised Fund Management Agreement (including
the
Centralised
Fund
Management Agreement
CCT and the
Centralised
Fund
Management Agreement
CCT
annual
caps) and
the Framework Agreement (including
the
Framework Agreement
CCT and the
Framework Agreement
CCT
annual
caps)
(collectively,
the
‘‘EGM Matters’’) and to
advise the independent shareholders
on
how
to
vote.
Messis Capital Limited
has been
appointed
by
the
Company
as
the
independent financial adviser
(the
‘‘Independent
Financial
Adviser’’)
to
advise
the
Independent Board Committee
and
the
independent shareholders
on
the EGM
Matters.
The Company expects to dispatch a circular to the Shareholders on or before 22 October 2018 as the Company requires additional time to ascertain certain information for inclusion into the circular. The circular contains, among other things, further details of the EGM Matters, the advice from the Independent Board Committee, the advice of the Independent Financial Adviser to the Independent Board Committee and the independent shareholders, and a notice for convening an extraordinary general meeting of the Company.
By order of the Board
Semiconductor Manufacturing International Corporation
Gao Yonggang
Executive Director, Chief Financial Officer and Joint Company Secretary
Shanghai, PRC
19 September 2018
4
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
5
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