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.
|
|
|
Semiconductor Manufacturing International Corporation
|
|
|
|
|
|
|
|
Date: December 6, 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)
CONTINUING CONNECTED TRANSACTIONS IN RELATION TO CENTRALISED FUND MANAGEMENT AGREEMENT
|
|
|
CENTRALISED FUND MANAGEMENT AGREEMENT
Reference is made to the Company’s announcement dated 21 March 2016, the circular dated 6 June 2016 and the extraordinary general meeting poll results announcement dated 24 June 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 SJ Cayman 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 6 December 2018, the Company, SMIC Beijing and SJ Cayman 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) SJ Cayman 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 SJ Cayman pursuant to the Centralised Fund Management Agreement.
|
*
For
identification purposes
only
1
|
|
|
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, China IC Fund holds approximately 29.38% equity interest in SJ Cayman, a majority owned subsidiary of the Company, through its wholly-owned subsidiary, Xun Xin. SJ Cayman 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.
On 29 November 2018, the Company and SMIC Beijing entered into a centralised fund management agreement with another connected subsidiary of the Company (as defined under Rule 14A.16 of the Listing Rules) which is owned as to approximately 51% and 32% by the Group and China IC Fund, respectively, details of which are set out in the announcement of the Company dated 29 November 2018. Pursuant to Rule 14A.81 of the Listing Rules, as the nature of the transactions entered into by the Company and SMIC Beijing are similar, the transactions contemplated under the Centralised Fund Management Agreement shall be aggregated.
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), in aggregate, 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, in aggregate, 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 Annual Caps).
|
2
|
|
|
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.
The Company expects to dispatch a circular to the Shareholders on or before 28 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
21
March 2016,
the
circular
dated
6
June 2016
and the
extraordinary general meeting
poll results
announcement
dated
24
June 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
SJ
Cayman will enter into
the
Centralised
Fund
Management Agreement
to
continue
the
transactions originally covered
under
the
2016
Centralised
Fund
Management Agreement.
3
The
Company announces
that
on
6
December
2018,
the
Company,
SMIC
Beijing
and
SJ
Cayman
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)
SJ
Cayman
participating
in the
Group’s
centralised
fund
management system.
The
principal
terms
of
the
Centralised
Fund
Management Agreement
are set out
below.
|
Date:
|
|
6
December
2018
|
|
|
|
|
|
Parties:
|
|
(i) the
Company
on
behalf
of
itself
and its
subsidiaries
(other
than
SJ
Cayman,
SJ
Hong Kong,
SJ
USA and
SJ
Jiangyin);
|
|
|
|
|
|
|
|
(ii)
SMIC
Beijing,
a
wholly-owned subsidiary
of
the
Company; and
|
|
|
|
|
|
|
|
(iii)
SJ
Cayman
on
behalf
of
itself
and
its
wholly-owned
subsidiaries
SJ
Hong
Kong,
SJ
USA
and
SJ
Jiangyin.
|
|
|
|
|
|
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.
|
|
|
|
|
|
Termination:
|
|
SJ
Cayman
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.
|
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 SJ
Cayman 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 SJ Cayman.
|
|
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.
SJ
Cayman
may
carry
out
such
activities
by
itself
or
through SMIC
Beijing.
4
|
|
3.
|
Internal
Loan
Services
(the
‘‘Internal
Loan
Services’’)
|
SMIC Beijing will provide internal loan services to SJ Cayman 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 SJ
Cayman
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 SJ Cayman in accordance with PRC laws, regulations and policies.
Pricing Policy
The
price
of
the
services provided
by
SMIC Beijing
to SJ
Cayman
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 SJ
Cayman 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
the
interest
rates)
in
respect
of
the
Internal Deposit
Services
provided
by
SMIC
Beijing
to SJ
Cayman 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 SJ
Cayman’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 SJ
Cayman 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 SJ
Cayman
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
5
Rules;
and (2)
fe
es
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 SJ
Cayman 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 SJ
Cayman
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.
|
|
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 SJ
Cayman 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 SJ
Cayman
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 SJ
Cayman 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
SJ
Cayman
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.
6
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
SJ
Cayman,
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.).
SJ Cayman’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 SJ Cayman’s funds will remain with SJ Cayman.
THE ANNUAL CAPS AND BASIS OF DETERMINATION
Historical Transaction Amount
The
historical transaction amounts
among
the
Company,
SMIC
Beijing
and
SJ
Jiangyin
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:
|
Nature of Continuing Connected Transactions
|
|
Transactions
for the year ended
31 December 2016
(1)
(US$ million)
|
|
|
Transactions
for the year ended
31 December 2017
(1)
(US$ million)
|
|
|
Transactions
for the
year ended 2018 to
31
October
2018
(2)
(US$ million)
|
|
|
Internal deposit services (representing the maximum
daily outstanding balances including
accrued interests)
|
|
|
93.2
|
|
|
|
147.2
|
|
|
|
137.9
|
|
|
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)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Provision of letter of credit services (representing the
maximum aggregate amount under the letter(s) of
credit issued on SJ Jiangyin’s behalf per
calendar year)
|
|
|
—
|
|
|
|
4.7
|
|
|
|
17.3
|
|
|
Other financial services (representing the maximum
fees charged for provision of other financial
services per calendar year)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Notes:
|
|
(1)
|
Representing
the
audited amounts
of
all
transactions
among the
Company,
SMIC
Beijing
and
SJ
Jiangyin
for
the
two
years
ended
31
December
2016
and
2017.
|
|
7
The Annual Caps under the Centralised Fund Management Agreement are set out below.
|
|
|
For the year ending 31 December
|
|
Annual Caps
|
|
2019 US$
million
|
|
2020 US$
million
|
|
2021 US$
million
|
|
Internal Deposit Cap
|
|
130
|
|
130
|
|
130
|
|
Collection and Payment and Foreign
Exchange Cap
|
|
130
|
|
130
|
|
130
|
|
Internal Loan Cap
|
|
130
|
|
130
|
|
130
|
|
Letter of Credit Cap
|
|
130
|
|
130
|
|
130
|
|
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
|
|
|
1)
|
the
expected increase
of SJ
Cayman
and the
Group’s respective
fixed assets
over
the
effective
period
of
the
Centralised
Fund
Management
Agreement;
and
|
|
|
|
2)
|
the
operating
cash flow
and
financial
needs
of
each
of SJ
Cayman
and the
Group
in
respect
of
its
future
business
expansion.
|
|
|
|
2.
|
Collection
and
Payment Services
and
Foreign Exchange
Services
|
|
|
1)
|
the
practical
needs
of SJ
Cayman
and
the
Group’s respective
future
business;
and
|
|
|
|
2)
|
the
future
development
plan
of
each
of SJ
Cayman
and the
Group.
|
|
|
3.
|
Internal
Loan
Services
|
|
|
1)
|
the
capital expenditure required
for
future business expansion
of SJ
Cayman;
and
|
|
|
|
2)
|
the
operating
cash flow
and
financial
needs
of SJ
Cayman
and the
availability
of
fund
within
the
Group
in
respect
of
its
future
business
expansion.
|
|
|
|
4.
|
Provision
of
Letter
of
Credit
Services
|
|
|
1)
|
the
capital expenditure required
for
future business expansion
of SJ
Cayman;
and
|
|
|
|
2)
|
the
increase
of SJ
Cayman’s
and the
Group’s respective
fixed assets over
the
effective
period
of
the
Centralised
Fund
Management
Agreement.
|
|
8
|
|
5.
|
Other
Financial
Services
|
|
|
1)
|
the
practical
needs
of SJ
Cayman’s
and the
Group’s respective
future
business;
and
|
|
|
|
2)
|
the
future
development
plan
of
each
of SJ
Cayman
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,
China
IC
Fund holds
approximately
29.38% equity
interest
in
SJ
Cayman,
a
majority
owned
subsidiary
of
the
Company, through
its
wholly-owned
subsidiary,
Xun
Xin.
SJ
Cayman
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.
On 29
November
2018,
the
Company
and
SMIC
Beijing entered
into
a
centralised
fund
management agreement
with
another connected subsidiary
of
the
Company
(as
defined
under Rule 14A.16
of
the
Listing
Rules) which
is
owned
as to
approximately
51%
and
32%
by
the
Group
and
China
IC
Fund,
respectively, details
of
which
are set out
in
the
announcement
of
the
Company
dated
29
November
2018.
Pursuant
to
Rule 14A.81
of
the
Listing
Rules,
as
the
nature
of
the
transactions entered
into
by
the
Company
and
SMIC
Beijing
are
similar,
the
transactions contemplated
under
the
Centralised
Fund
Management Agreement
shall
be
aggregated.
9
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),
in
aggregate,
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,
in
aggregate,
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, 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.
The
Company expects
to
dispatch
a
circular
to
the
Shareholders
on or
before
28
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.
10
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 SJ Cayman, SJ Hong Kong and SJ Jiangyin
SJ
Cayman wholly owns
SJ
Hong Kong, which
in
turn wholly owns
SJ
Jiangyin.
SJ
Jiangyin
was
founded
in
November
2014
in
Jiangyin, Jiangsu Province
of
the
PRC.
SJ
Cayman,
SJ
Hong Kong,
SJ
USA and
SJ
Jiangyin
will serve
as
the
leading play
Middle-
End-Of-Line
(MEOL) entity that
focuses
on
advanced bumping
production.
Complementing
nearby
advanced back-end assembly infrastructure,
SJ
Jiangyin
aims
to be an
important
key
to
forming
a
local
integrated circuit ecosystem, providing
a
convenient one-stop service
to
supply high
quality
and
efficient
chips
for
local
and
international
customers,
as
well
as
help
strengthen
their
global
competitiveness.
11
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
21
March
2016
entered
into among
the
Company,
SMIC
Beijing
and
SJ
Jiangyin,
as
referred
to in
the
announcement
of
the
Company
dated
21
March
2016,
which
was
approved
by
the
Shareholders
at
the
extraordinary general meeting
of
the
Company
held
on
24
June
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 6 December 2018 entered into among the Company, SMIC Beijing and SJ Cayman
|
|
|
|
|
|
‘‘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
|
|
|
|
|
|
‘‘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
|
|
|
|
|
|
‘‘Group’’
|
|
the
Company
and its
subsidiaries
|
|
|
|
|
|
‘‘Hong
Kong’’
|
|
Hong
Kong
Special
Administrative
Region
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
|
12
|
|
|
|
|
‘‘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 SJ
Cayman 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 SJ
Cayman during
the
term
of
the
Centralised
Fund
Management
Agreement
|
|
|
|
|
|
‘‘Letter of Credit Cap’’
|
|
the
proposed maximum aggregate
amount
of
the
letter(s)
of
credit issued
on SJ
Cayman’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 SJ
Cayman
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$0.004
each
in
the
capital
of
the
Company listed
on
the
Stock
Exchange
|
|
|
|
|
|
‘‘SJ
Cayman’’
|
|
SJ
Semiconductor Corporation,
an
exempted
company
incorporated
with
limited
liability
in
the
Cayman
Islands
|
|
|
|
|
|
‘‘SJ
Hong
Kong’’
|
|
SJ
Semiconductor
(
HK
)
Limited
(
中芯長電半導體
（
香港
）
有限公
司
), a
company
incorporated
with
limited liability
in
Hong
Kong
and
a
wholly-owned subsidiary
of SJ
Cayman
|
|
|
|
|
13
|
‘‘SJ
Jiangyin’’
|
|
SJ
Semiconductor
(
Jiangyin
)
Corporation*
(
中芯長電半導體
（
江
陰
）
有限公司
), a
wholly
foreign-owned
enterprise
incorporated
in
the
PRC
and
a
wholly-owned
subsidiary
of
SJ
Hong
Kong
|
|
|
|
|
|
‘‘SJ
USA’’
|
|
SJ
Semiconductor
USA
Co.,
a
company incorporated
with
limited liability
in
the
United
States
and
a
wholly-owned
subsidiary
of SJ
Cayman
|
|
|
|
|
|
‘‘SMIC
Beijing’’
|
|
Semiconductor Manufacturing International
(Beijing)
Corporation*
(
中芯國際集成電路製造
（
北京
）
有限公司
),
a
wholly
foreign-owned enterprise established
in
the PRC and
a wholly-owned subsidiary
of
the
Company
|
|
|
|
|
|
‘‘Stock Exchange’’
|
|
The
Stock
Exchange
of
Hong Kong
Limited
|
|
|
|
|
|
‘‘U.S.’’ or ‘‘United States’’
|
|
the United States of America
|
|
|
|
|
|
‘‘US$’’
|
|
United States dollar,
the
lawful
currency
of
the
United States
of America
|
|
|
|
|
|
‘‘Xun
Xin’’
|
|
Xun
Xin
(Shanghai
)
Investment
Co
.
Ltd.*
(
巽鑫
（
上海
）
投資有限
公司
),
a
limited
liability
company
incorporated
in
the
PRC
and
a
wholly-owned subsidiary
of
China
IC
Fund
|
|
|
|
|
|
‘‘%’’
|
|
per
cent.
|
14
By order
of the Board
Semiconductor Manufacturing International Corporation
Gao Yonggang
Executive Director, Chief Financial Officer and Joint Company Secretary
Shanghai, 6
December
2018
15
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
16
